Anti-Corruption Policy

Introduction

IntuVu Health Ltd is committed to the highest standards of integrity in business and in healthcare. We conduct and adopt a zero-tolerance approach to bribery and corruption.

This policy applies to all our employees, independent contractors and anybody acting on our behalf or on our instruction.

Bribery and corruption remain major issues in world-wide and local trade and business and damage societies, communities and businesses in which they occur. Such corruption diverts money and other resources from those who need them most, hinder economic and social development, damage firms (not just by damaging reputation and goodwill) and damage customer/client confidence and raise the price of services to end users.

Apart from complying with any criminal, corruption or fraud legislation, we also support the Irish Advisory Council against Economic Crime and Corruption and follow any guidance issued by same.

We run our firm with integrity and in an honest and ethical manner. All of us, employees, contractors and third parties acting on our behalf, must work together to ensure it remains untainted by bribery or corruption.

This policy has the full support of our board of Directors and Senior Management and sets out the steps all of us must take to prevent bribery and corruption in our firm and to comply with relevant legislation.

What are Bribery and Corruption?

Corruption is the misuse of office or power for private gain.

Bribery is a form of corruption. It includes offering, promising, giving, accepting, or seeking a bribe.

A bribe is a financial or other advantage, promised, requested, or given to induce a person to perform a relevant function or activity improperly or to reward them for doing so.

In practical terms, a financial or other advantage is likely to include cash or cash equivalent, gifts, meals, entertainment, services, loans, preferential treatment, discounts, or anything else of value.

The timing of the bribe is irrelevant, and payments made after the relevant event will still be caught, as will bribes that are given or received unknowingly.

It is not necessary for the individual or organisation actually to receive any benefit as a result of the bribe.

All Forms of Bribery and Corruption are Strictly Prohibited

This means that you must not:

• Give or offer any payment, gift, hospitality or other benefit in the expectation that a firm advantage will be received, or to reward any firm received
• Accept any offer from a third-party that you know or suspect is made with the expectation that we will provide a firm advantage for them or anyone else
• Give or offer any payment to a government official in any country to facilitate or speed up a routine or necessary procedure

No person must threaten or retaliate against another person who has refused to offer or accept a bribe or who has refused to offer or accept a bribe or who has raised concerns about possible bribery or corruption.

Who Can Be Involved in Bribery and in What Circumstances?

Bribery and corruption may be committed by our:

• Employees, directors, contractors or anyone they authorise to do things on our behalf
• Representatives and other third parties who act on our behalf
• Suppliers
• Clients (because they might try to induce one of our people to give them more favourable terms)

Bribery can occur in both the public and private sectors. The person receiving the bribe is usually in a position to influence the award or the progress of the organisation, sometimes a government or other public official.

The Legal Position on Bribery

Bribery and corruption are criminal offences. It is illegal:

• To pay or offer to pay a bribe
• To receive or agree to receive a bribe
• To bribe an elected public official
• To bribe a foreign public official

A commercial organisation can also commit an offence if a person associated with it bribes another person intending to obtain or retain an advantage for the organisation. Both the organisation and the individual concerned can be prosecuted for bribery and corruption.

It does not matter whether the bribery or corruption occurs in Ireland or abroad. An act of bribery or corruption committed abroad may well result in a prosecution in Ireland (in addition to prosecution in the other country). Nor does it matter whether the act is done directly or indirectly.

Our Position on Bribery

Our position is simple: we conduct our firm to the highest legal and ethical standards. We will not be party to corruption or bribery in any form. Such acts would damage our reputation and expose us, and our employees and representatives, to the risk of regulatory action, fines and imprisonment. We take a zero-tolerance approach to bribery and corruption by our people and our third-party representatives.

What are Indicators of Corruption and Bribery?

Common indicators of bribery and corruption include those listed below (the list is non-exhaustive):

• Payments are for abnormal amounts or purposes (e.g. commission), or made in an unusual way, e.g. what would normally be a single payment is made in stages, through a bank account never previously used, or in a currency or via a country that has no connection with the transaction
• Process is bypassed for approval or sign-off of terms or other commercial matters or we are prevented from or hindered in monitoring commercial processes
• Individuals are secretive about certain matters or relationships and/or insist on dealing with them personally; they may make trips at short notice without explanation, or have a more lavish lifestyle than expected
• Decisions are taken for which there is no clear rationale
• Records are incomplete or missing

Who is Responsible for This Policy?

Senior Management and the Board of Directors have responsibility for ensuring this policy is adhered to by all employees, independent contractors and anyone acting on our behalf.

Your Responsibilities

Your responsibilities, as an employee, contractor or any person acting on our behalf is:

• Reading and being aware of the contents of this policy
• Complying with this policy
• Reporting cases where you know, or have a reasonable suspicion, that bribery or corruption has occurred or is likely to occur

We will not penalise anyone for making a report in good faith.

What Should You Do If You Think Something Is Wrong?

Each of us has a responsibility to speak out if we discover anything corrupt or otherwise improper occurring in relation to our organisation. We cannot maintain our integrity unless we do so. If you discover or suspect bribery or corruption, whether by:

• Another employee or independent contractor
• A third party who represents us
• One of our suppliers or competitors
• Anyone else (including clients)

Any concerns can be directed to a line manager or the Chief Executive Officer.

You must make your report as soon as reasonably practicable. You may be required to explain any delays.

Training

All staff will receive training on this and related policies. New joiners will receive training as part of the induction process. Further training will be provided at least every two years or whenever there is a substantial change in the law or our policy and procedure.

Consequences of Failing to Comply

We take compliance with this policy very seriously.

Failure to comply puts both you and our business at risk.

You may commit a criminal offence if you fail to comply with this policy. The criminal law relating to bribery, corruption and or fraud carries severe penalties.

Because of the importance of this policy, failure to comply with any requirement may lead to disciplinary action under our procedures.

For the avoidance of doubt, the failure to comply with this policy may constitute gross misconduct and may lead to dismissal under the circumstances.