Anti-Bribery and Anti-Corruption (ABAC) Policy

Purpose

At Ribbon Bio, the foundation of our business operations is built on principles of honesty and integrity. Engaging in corrupt practices not only breaches legal standards but also undermines the core values that define us, diminishes the trust we strive to uphold, and is strictly prohibited under any circumstances. Our Anti-Bribery and Anti-Corruption Policy (the “Policy”) outlines the rigorous standards and guidelines that all employees and any other individual or entity that conducts business for and/or on our behalf must adhere to as part of our commitment to ethical business conduct worldwide. This Policy serves as a testament to our dedication to maintaining the highest level of ethical standards in all our global business dealings.

Scope

This Policy addresses anti-corruption laws, regulations and other standards concerning bribery of public officials and commercial bribery, including but not limited to: (1) the U.S. Foreign Corrupt Practices Act of 1977 as amended (“FCPA”); (2) the United Kingdom Bribery Act of 2010 as amended (“U.K. Bribery Act”); (3) other relevant laws and regulations of any country where the Company conducts business, transactions, dealings, or operations; and (4) the principles described in the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and the Convention’s Commentaries.
This Policy applies to all our employees working at all levels and grades (whether part-time, full-time, temporary, or permanent) and any individual or entity that conducts business for and/or on behalf of Ribbon Bio, including, but not limited to, affiliates (subsidiaries, branches, etc.), officers, directors, agents, consultants, distributors, advisors, contractors, volunteers, interns, sponsors, suppliers, providers, invitees, representatives, business partners, wherever so located.

Definitions

 

Term	Definition
Advantage	Includes but is not limited to money, gifts, hospitality, services, and/or the award of a contract or anything else of value.
Bribery	Means the act of disbursing, providing, proposing, pledging, or sanctioning the disbursement or provision of any form of valuable consideration to any individual, whether directly or indirectly, with the purpose of improperly swaying or persuading any action, decision, or lack thereof, or to obtain an undue benefit.
Conflict of Interest	Means a clash between personal interests and professional obligations that renders an individual or entity unreliable. This situation arises when an individual or entity possesses a vested interest, such as financial gain, status, knowledge, connections, or reputation, that casts doubt on the impartiality or unbiases of their actions, decisions, or judgment.
Corruption	Means the abuse of power for private gain and it encompasses a wide range of corrupt activities, including bribery (offering, giving and receiving bribes), embezzlement, fraud, and other illegal actions undertaken to gain undue advantages.
Donations	Means giving money or in-kind gifts to support a particular cause or objective, usually in the realms of charity, humanitarian aid, social investment, or sustainability efforts.
Facilitation Payment	Means unofficial, inappropriate, small-scale transfers of value extended or received to expedite or secure routine or necessary actions to which we are legally entitled.
Fraud	Means any intentional act or omission designed to deceive others, secure an unfair or unlawful gain, or cause a loss to others or to Ribbon Bio. This includes, but is not limited to, misrepresentation of facts, theft of assets or intellectual property, embezzlement, forgery, misuse of Ribbon Bio’s resources, or any other deceptive practices.
Grants	Means awarding financial support to a qualifying individual or entity, often accompanied by specific conditions regarding its use or deployment.
Kickback	Means an illegal payment intended as compensation for preferential treatment or any other type of improper services received. The kickback may be money, a gift, credit, or anything of value.
Public Official	Means any individual, regardless of rank, who holds a legislative, administrative, or judicial position of any kind, whether appointed or elected, of a country/territory or political subdivision thereof. This includes any individual exercising a public function for a country or territory, including for a public agency or public enterprise. Public officials also include officials or agents of public international organizations (such as the World Health Organization (WHO), World Bank, International Monetary Fund (IMF), etc.), members of political parties, candidates for public office, and employees of state-owned or state-controlled entities.
Sponsorships	Means offering financial support or in-kind gifts to projects, events, or initiatives in return for acknowledgment.

Zero-Tolerance to Corruption

As part of Ribbon Bio’s commitment to conduct business in an honest, prudent and responsible manner, we have adopted a zero-tolerance approach to all forms of corruption (directly or indirectly) which include, but is not limited to, bribery, money laundering, tax evasion, and fraud.

Bribery. The offering, giving, receipt, or solicitation of anything of value, directly or indirectly, whether cash or other form of inducement (including loans, gifts, or kickbacks), to or from any individual or entity, wherever they are located and whether they are a public official or body or private individual or entity, by any employee, agent or other individual or body acting on behalf of Ribbon Bio in order to gain any commercial, contractual, or regulatory advantage for Ribbon Bio in a way that is unethical or in order to gain any personal advantage, pecuniary or otherwise, for the employee, agent, body, individual, or anyone connected with them is not permitted. Additionally, we expressly forbid all facilitation payments, even when permitted by law, as they are considered forms of bribery in many jurisdictions without exceptions. In extraordinary circumstances where the health, safety, or freedom of an employee is at risk, the C-Level Team may consider an exception to this prohibition.

Money Laundering. Ribbon Bio strictly abstains from engaging in any transactions that are associated with benefits, properties, or proceeds derived from criminal activities, including but not limited to bribery, fraud, and tax evasion. Participating in such transactions not only violates anti-money laundering regulations but also requires the submission of external reports. It is imperative to uphold these standards to maintain the integrity of our operations and to comply with legal obligations aimed at combating illegal financial activities.

Tax Evasion. Ribbon Bio does not condone, encourage, or support tax evasion in any way, and is committed to implementing procedures to prevent any employee or contractor of or acting on behalf of Ribbon Bio from facilitating the evasion of tax.

Fraud. In alignment with our commitment to uphold the highest standards of integrity and ethical conduct in all business dealings, Ribbon Bio expressly prohibits any form of fraud within its operations, among its employees, affiliates (subsidiaries, branches, etc.), officers, directors, agents, consultants, advisors, contractors, volunteers, interns, sponsors, suppliers, providers, invitees, representatives, business partners, and any other individual or entity directly or indirectly associated with Ribbon Bio.

Gifts, Hospitality and Entertainment

This Policy does not prohibit normal and appropriate hospitality (offered, given and received) in the normal course of business to or from any individual or entity, provided the offering, giving or receiving of gifts is in accordance with applicable local laws and meets Ribbon Bio’s guidelines for such practices. Specifically, any gifts, hospitality, or entertainment must be made in a transparent manner and should not exceed a maximum amount of €200 (or the equivalent in any other currency). It is crucial that such gestures are never made with the aim of unduly influencing the recipient’s decisions or actions, nor should they serve any improper purpose, such as gaining an unfair advantage. This principle upholds the integrity of our interactions and ensures that our professional conduct remains beyond reproach and that no actual or potential conflict of interest arises.

All gifts and hospitality must be of a nominal value, appropriate, and in accordance with the customs and practices of the relevant industry and jurisdiction, without breaching any applicable laws or ethical standards.

Gifts should be given openly and transparently in accordance with our accounting policies with the prior approval, as applicable, of the Line Manager or Finance Team.

In certain cultures, or situations, refusing a gift may be considered offensive. In such cases, the Line Manager or Finance Team should be consulted for guidance on how to proceed, which may include accepting the gift on behalf of Ribbon Bio and donating the gift to a non-profit organization.

Hospitality offered in the form of business meetings, conferences, or product demonstrations must be directly related to legitimate business activities. Any hospitality that is lavish or excessive, or that could be perceived as lavish or excessive, is prohibited. Additionally, any hospitality expenses exceeding €500 (or the equivalent in any other currency) require prior approval from the C-Level Team to ensure alignment with Company standards and ethical guidelines.

Ribbon Bio is committed to monitoring compliance with the gifts and hospitality provisions included in this Policy through regular audits and reviews. Violations of these provisions may result in disciplinary action, up to and including termination of employment or contractual relationships and may also have legal consequences.

Sales Commissions

Any sales commissions paid by the Company must be reasonable, transparent, and aligned with our ethical standards. All commission arrangements require a written contract that has undergone thorough internal review and approval. This ensures that all payments are fair, documented, and compliant with Company policies, preventing conflicts of interest and supporting our commitment to integrity.

Ethical Discounting and Complimentary Products and/or Services

In the normal course of business, products and/or services may be offered at a discounted price or free of charge to legitimately pursue business interests. While this is a common industry practice, the variety and complexity of these arrangements can pose a risk of being used to disguise improper inducements to individual customer representatives (e.g., selectively informing certain individuals about free products). Consequently, all personnel involved in discounting must adhere to Ribbon Bio’s established guidelines, which include a formal review and approval process, to ensure discounts and complimentary offerings are fair, transparent, and for legitimate business purposes. Adhering strictly to these protocols reduces misuse risk, ensures equitable treatment of customers, and reinforces our commitment to ethical business practices.

Sponsorships, Grants and Donations

Sponsorships, grants, donations, or any forms of contributions similar in nature must always be given without the intention of influencing the recipients to offer favors, secure improper benefits, or engage in activities aimed at retaining or acquiring business in an unethical manner. It is imperative that these acts of support are conducted with the highest level of integrity, ensuring that there is no expectation or implication of reciprocation that could lead to compromised ethical standards or the perception of impropriety. These contributions should not exceed a maximum of €10,000 (or the equivalent in any other currency) and require prior approval from the C-Level Team. Additionally, they must be made transparently, with a clear purpose that aligns with lawful and ethical practices, and without any hidden motives that could undermine the trust and respect between the giver and the recipient. The principle of fairness and ethical conduct should govern all such transactions, highlighting the importance of making contributions that are free from any intentions that could be construed as seeking to gain an unfair advantage or influence over the recipients’ decisions or actions in a manner that is not in line with ethical or legal standards.

Political Contributions

As a matter of principle, Ribbon Bio will not make any financial contributions or provide any type of support to political parties and/or candidates for office. This stance is rooted in our commitment to maintaining neutrality in political matters and ensuring our business practices are conducted with the highest level of integrity and impartiality. Our approach is designed to prevent any perception of influence or bias in our operations, underscoring our dedication to ethical conduct and transparency in all aspects of our activities.

Public Officials

Ribbon Bio strictly prohibits direct or indirect offers, promises, or giving of anything of value to public officials with the intent to influence them in their official capacities, to obtain or retain business, or to secure any improper advantage.

Conflict of Interest

Ribbon Bio acknowledges and honors the diverse interests of its employees and any individual or entity with which it engages and has no intention of interfering with their personal pursuits. Nevertheless, it is crucial to avoid conflicts of interest to uphold the integrity and sustainability of the business and foster trust among employees and any individual or entity.

Employees and individuals or entities are expected to identify and steer clear of conflict-of-interest situations by making decisions that are professional and unbiased. For example, employees must remember their commitment to Ribbon Bio at all times, regardless of whether they are on duty or off, and should refrain from participating in any activities or pursuing personal gains at the detriment of Ribbon Bio’s interests.

Responsibilities

All employees and any individual or entity associated with Ribbon Bio must ensure that they read, understand, and comply with this Policy. The prevention, detection, and reporting of bribery and other forms of corruption are the responsibility of all those working for or with us or under our control.
All employees and any individual or entity associated with Ribbon Bio must cooperate with any reviews conducted by the Company concerning violations or suspected violations of this Policy.

All employees and any individual or entity associated with Ribbon Bio must be vigilant for red flags, which may be general (like the reputation of the region or the industry for corruption) or particular (like the level of experience of a given third party to provide the services offered, the personal/professional ties to decisionmakers, or specific peculiarities about the situation, inconsistent documentation, unusual payment requests or other unusual circumstances). All of the circumstances, including any countervailing positive information (like credible references or a solid track record) should be taken into account as part of due diligence.

Enforcement

All Ribbon Bio’s current and newly onboarded employees will be trained regularly on the content of this Policy. This initiative is designed to ensure that every employee, regardless of their tenure, understands the nuances, expectations, and legal implications outlined within this Policy. The training will provide insights into our ethical standards, reinforce our zero-tolerance stance on corruption, and equip all personnel with the knowledge to act in full compliance with both the letter and spirit of this Policy.
Any employee who breaches this Policy will face disciplinary action, which could result in dismissal.

Ribbon Bio reserves the right to terminate its contractual relationship with any individual or entity that breaches this Policy and seek any appropriate legal action against it.

Records and Documentation

Ribbon Bio upholds the practice of maintaining proper documentation that accurately represents our business activities. Our desire is to prevent and identify any possible violations. It is strictly forbidden to make entries in the Company’s books and records that are false, misleading, tampered, or fabricated in any manner, as well as to distort facts, leave out critical information, or alter documentation.

Responsibility to Report

Any questions and/or suspicions or concerns regarding and/or relating to this Policy, including any confirmed or potential violations, must be directed to your Line Manager and/or our Legal Team and/or our C-Level Team.

The Company prohibits any threats or acts of retaliation against any personnel who in good faith seeks advice, raises a question or concern, makes a report, or assists the Company in identifying or investigating actual or possible misconduct or violation of this policy or of any applicable anti-bribery/corruption law. Such retaliatory conduct will not be tolerated, and is subject to disciplinary action up to and including immediate termination. Any personnel who believes that he/she/they has/have been subjected to any threats or acts of retaliation should report that belief immediately to HR or the Line Manager.

Policy Amendments and Revisions

The Policy is designed as a living document that will undergo periodic amendments to ensure its relevance and effectiveness. These amendments may reflect changes in regulatory requirements, industry standards, or the strategic direction of Ribbon Bio.

The Policy will be evaluated at regular intervals by a dedicated review committee, which will consider feedback from stakeholders, assess the impact of any changes in the operational environment, and make recommendations for modifications. This process is intended to maintain the Policy’s alignment with Ribbon Bio’s values and objectives, while also adapting to the evolving landscape in which we operate.

All Ribbon Bio’s employees and any individual or entity should remain informed about the current version of the Policy and anticipate updates as part of our commitment to continuous improvement and excellence.

External Inquiries

For any external inquiries, concerns, complaints, or communications in connection with this Policy, please contact our Legal Team at LegalSupport@ribbonbio.com. Your message will be promptly reviewed and directed to the appropriate team or individual to ensure a timely and effective resolution. We value your input and are committed to addressing your needs effectively.

Last update: December 19, 2024