Global Anti-Bribery - Anti-Corruption Policy

This English version is provided for reference purposes only. In the event of any discrepancy in interpretation, the Spanish-language version ("Política Antisoborno y Anticorrupción") shall prevail.

The purpose of this Anti-Corruption and Anti-Bribery Policy (hereinafter, this "POLICY") of BIOSEP, S.A. de C.V. and its direct and indirect subsidiaries ("BIOSEP"), is to ensure that BIOSEP complies with: the United States Foreign Corrupt Practices Act (the "FCPA"), the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions of the Organisation for Economic Co-operation and Development (the "OECD Convention"), and local anti-corruption and anti-bribery laws in the countries where BIOSEP operates, including the UK Bribery Act 2010 (the "UK Bribery Act"), as detailed in Section III of this POLICY.

The FCPA is a U.S. federal criminal law containing two parts: (1) the anti-bribery provisions, and (2) the books-and-records provisions. The anti-bribery provisions prohibit the bribery of foreign government officials. The books-and-records provisions set requirements for maintaining records and internal controls. The OECD Convention has a similar structure.

Unless otherwise specified, all references to "International Anti-Corruption Laws" refer to both the FCPA and the laws of countries that have adopted the OECD Convention. Under the International Anti-Corruption Laws, this POLICY prohibits the bribery of public officials, and, in accordance with the application of the UK Bribery Act, this POLICY also prohibits bribery in the private sector — that is, the bribery of any person, regardless of whether that person is a public official.

This global POLICY applies to all directors, officers, and employees of BIOSEP, regardless of where they reside or conduct business, as well as to BIOSEP's subsidiaries, its affiliates, and any third parties over which BIOSEP has control, including joint ventures, and to all agents, consultants, business partners, and other third-party representatives when acting on BIOSEP's behalf.

This global POLICY supersedes any local policy or practice inconsistent with its terms.

A. Improper Payments

Under the anti-bribery provisions of the International Anti-Corruption Laws, this global POLICY prohibits paying, offering to pay, or authorizing payment, directly or indirectly, of anything of value to any government official, political party or candidate, or to anyone acting on behalf of a public international organization, in order to obtain or retain business, direct business to any person, or obtain an improper business advantage. It is not necessary for something of value to actually change hands to violate the International Anti-Corruption Laws. An offer, scheme, or promise to pay or give something of value may itself constitute a violation.

Specifically, the elements of an improper payment under this POLICY are as follows: offering, promising, or authorizing a payment of money or anything of value, directly or indirectly, to any government official, corruptly, for the purpose of:

obtaining or retaining business,
directing business to any person, or
obtaining an improper business advantage.

The term "anything of value" is very broad and includes, by way of illustration and not limitation:

Money, gifts, or personal favors;
Meals and entertainment;
Stock;
Discounts on products and services not readily available to the public;
Job offers for government officials or their relatives;
Political contributions;
Payments to third parties;
Payment of travel expenses; and
Assuming or forgiving debts.

The term "government official" or "foreign official" (used interchangeably) includes, but is not limited to:

Officers and employees of government-owned companies;
Officials of public international organizations (e.g., the World Bank, the United Nations, the International Monetary Fund, etc.);
Political officials and candidates;
Persons acting in an official capacity for public officials or officers/employees of government-owned companies;
Honorary officials without compensation, whose functions are essentially ceremonial; and
Members of royal families.

B. Books and Records

This global POLICY prohibits the falsification of books and records and requires compliance with certain accounting provisions under the International Anti-Corruption Laws.

The purpose of the books-and-records provisions of the International Anti-Corruption Laws is to prevent companies from concealing bribes or improper payments or engaging in fraudulent accounting practices.

The books-and-records provisions require the following:

Maintaining books, accounts, and records that accurately reflect every transaction and disposition of company funds;
Maintaining an internal-control accounting system capable of detecting and preventing illegal payments to government officials;
Ensuring that transactions conform to generally accepted accounting principles or international financial reporting standards, as applicable; and
Periodically comparing recorded assets against existing assets in order to identify and address discrepancies.

C. Working with Government Officials

While the International Anti-Corruption Laws prohibit payments of a "corrupt nature" to government officials, they do not prohibit a company from doing business with governments, government agencies, or government-controlled companies. BIOSEP's business activities frequently require dealing directly with government agencies and officials acting in their official capacity. The International Anti-Corruption Laws simply prohibit paying or offering anything of value to such agencies or officials to improperly obtain business.

D. Penalties for Violating the FCPA

Penalties for violating the FCPA and other International Anti-Corruption Laws are severe. The penalties under the FCPA are described below.

Violations of the anti-bribery provisions

Corporations may be subject to up to:

A criminal fine of US$2 million per "violation" or twice the benefit intended from the payment;
Debarment from government contracts;
A civil penalty of up to the company's gross benefit;
Disgorgement of profits; and/or
An independent external monitor.

Individuals may be subject to imprisonment for up to five years and a fine of up to US$100,000, as well as a civil penalty of up to US$10,000. These penalties may not be paid, directly or indirectly, by the company.

Violations of the books-and-records provisions

Corporations may be subject to up to:

US$25 million;
Twice the benefit obtained;
Twice the harm caused.

Individuals may be subject to imprisonment for up to 20 years and a fine of up to US$5 million. Penalties may also include debarment from government contracts, disgorgement of profits, and other civil penalties.

III. UK Bribery Act 2010

The UK Bribery Act prohibits the offenses of accepting a bribe, bribing another person, and bribing a public official, and also introduces an offense that applies exclusively to companies that fail to prevent bribery by persons associated with them who seek to obtain or retain business or an advantage for that company.

A. Bribery of Private Individuals

While bribery directed at public officials is addressed in Section II above, and bribery by persons associated with the company is addressed in Section VI of this POLICY, this section addresses bribery between private parties in the private sector and applies to all directors, officers, and employees of BIOSEP when acting in the United Kingdom, or when acting for or on behalf of a BIOSEP entity or business unit in the United Kingdom, regardless of where the act takes place.

Specifically, the elements of the prohibited conduct under this section are as follows:

Offering, giving, promising, or authorizing a financial or other advantage with the intention of: causing improper performance; or rewarding improper performance of a relevant function or activity by another person;
Offering, receiving, promising, or authorizing a financial or other advantage with the knowledge or belief that its acceptance itself constitutes improper performance of a relevant function or activity by another person.

The term "improper performance" refers to performance that falls short of the expectation that such person will act:

In good faith;
impartially; or
in accordance with a position of trust.

B. Penalties for Violating the UK Bribery Act

Corporations may be fined unlimited amounts and may, at the court's discretion, be debarred from government contracts. Individuals may be subject to imprisonment for up to 10 years and unlimited fines. These penalties may not be paid, directly or indirectly, by the company.

IV. Business Courtesies

"Business courtesies" are gifts, promotional items, meals, services, entertainment, loans, favors, or anything else of value related to the promotion of BIOSEP's products or the signing of a contract. When giving a business courtesy to a government official, the following guidelines must be followed:

The courtesy must comply with local laws and policies.
The courtesy must not be, or appear to be, improper.
The cost of the courtesy must be unquestionably reasonable.
The courtesy must be consistent with local practices.
The expenditure for the courtesy must be properly recorded in the company's accounts.

These guidelines also apply to business courtesies for current or prospective representatives of clients, suppliers, or other business partners or competitors, as well as their family members or others with whom they have a close personal relationship. In addition, giving the courtesy in question must not embarrass or damage BIOSEP's reputation.

As noted above, under the UK Bribery Act, the foregoing section would apply to business courtesies for public officials as well as private individuals.

A) Meals, Gifts, and Entertainment

Unless more restrictive local rules apply, you may give a nominal-value gift, or host a nominal-value meal or entertainment, to a government official if the courtesy is valued at US$100 or less per person. Nominal-value gifts (generally US$100 or less per person) are generally permitted as promotional expenses, particularly when the items bear the company's logo. Nonetheless, even for such promotional items, you must consider whether the frequency or timing of such gifts could create the appearance of improper influence. In all cases, business courtesies may never be given for improper purposes.

Normal reimbursement procedures must be followed for meals, gifts, and other courtesies valued at US$100 or less per person, and reimbursement must be requested, together with supporting documentation such as receipts and attendee lists, from the controller's department. Notwithstanding the foregoing, you must complete the Gifts, Travel, and Courtesies Form and submit supporting documentation to your local legal department for prior authorization before giving or receiving a business courtesy valued above US$100.

As noted above, under the UK Bribery Act, the foregoing section would apply to meals, gifts, and entertainment for public officials as well as private individuals.

B. Travel Expenses and Promotional Visits

Payment or reimbursement by BIOSEP of government officials' travel expenses can raise issues under the International Anti-Corruption Laws. Accordingly, the following guidelines must be followed regarding payment of government officials' travel expenses:

BIOSEP may only pay reasonable, good-faith expenses incurred for the travel of government officials that are directly related to the promotion, demonstration, or explanation of products or services, or to the signing or execution of a contract. Accordingly, it is acceptable to pay the travel expenses of government officials to meet company personnel, to inspect products or production facilities, or to sign a contract;
BIOSEP may not pay travel expenses of government officials that are not business-related;
BIOSEP may not pay travel expenses for family members, friends, or other companions of government officials that are unrelated to the business at hand;
Lodging expenses paid by BIOSEP must include only expenses actually incurred;
Meals must be reasonable and properly recorded; and
Expense payments must be made directly to vendors (e.g., hotels, airlines, and car rental companies).

The best way to avoid a problem is to ensure that travel expenses associated with a business activity are permitted by local law and are not linked to activities such as paid trips to tourist attractions or visits to family members.

As noted above, under the UK Bribery Act, the foregoing section would apply to travel expenses and promotional visits for the benefit of public officials as well as private individuals.

V. "Facilitation" or "Processing" Payments

The anti-bribery provisions of the FCPA prohibit payments to government officials, but provide a limited exception for certain "facilitation" or "processing" payments. These are minor payments to government employees made to expedite routine, non-discretionary governmental actions.

Routine governmental actions include, for example:

Issuing permits, licenses, or other documents required to do business in the country;
Processing government documents, such as visas and work permits;
Providing police protection, as well as mail collection and delivery;
Scheduling inspections related to contract compliance or inspections related to the transit of goods through a country; or
Providing telephone, power, and water services, as well as loading and unloading cargo or protecting perishable goods from a threat or danger of spoilage.

Routine governmental actions do NOT include acts where a government official has discretion to:

Decide the awarding of business;
Decide the continuation of business; or
Influence other persons to encourage the awarding or continuation of business.

However, it is important to note that not all International Anti-Corruption Laws permit "facilitation" or "processing" payments. Therefore, BIOSEP employees and representatives are prohibited from making "facilitation" or "processing" payments to government employees or officials, unless the circumstances involve an imminent risk to the health, safety, or well-being of a BIOSEP employee, a member of their family, or a co-worker.

Where there is an imminent risk to the health, safety, or well-being of an employee, family member, or co-worker, the employee must make a good-faith effort to obtain authorization from the Legal Department before making a "facilitation" or "processing" payment. When such a payment is made, it must be reported immediately to a supervisor or a member of the Legal Department. The Legal Department will investigate the circumstances of the payment.

Even where a transaction meets the conditions required to qualify as a "facilitation" or "processing" payment, the International Anti-Corruption Laws may still be violated if the payment is not properly recorded as such. This means the accounting record must accurately and faithfully reflect the amount, date, and purpose of the payment, must identify the recipient, and must clearly indicate that the payment was a "facilitation" or "processing" payment.

VI. Third-Party Representatives and Joint Ventures

Under the International Anti-Corruption Laws, BIOSEP may be held liable for the activities of its subsidiaries, affiliates, and third parties over which it exercises control, including joint ventures, as well as for the activities of its agents, consultants, business partners, and other third-party representatives when acting on BIOSEP's behalf (collectively referred to as "Third-Party Representatives").

A. Third-Party Representatives

To reduce the risk of liability for the conduct of Third-Party Representatives, BIOSEP has implemented Due Diligence Procedures for the selection and engagement of Third-Party Representatives. When BIOSEP employees establish a relationship with a Third-Party Representative, they must:

Compile, document, and preserve information gathered during the Third-Party Representative's selection process;
Ensure that local laws permit any relationship of the Third-Party Representative, or their family members, with a political party or government official;
Formally define the scope of the relationship with the Third-Party Representative in a written contract that establishes, among other things, the terms of their compensation, a representation by the Third Party that it will act in accordance with the terms of the FCPA, the other International Anti-Corruption Laws, and this POLICY, as well as provisions granting BIOSEP the right to audit the Third-Party Representative's books and records;
Document any services to be provided, the compensation BIOSEP will pay for such services, and the basis on which the compensation is considered reasonable;
Conduct an interview with the Third-Party Representative explaining BIOSEP's expectations and anti-corruption policy, and obtain a written certification from the Third-Party Representative that it will comply with BIOSEP's policies;
Verify the information provided by the Third-Party Representative in background questionnaires and other forms submitted to the company; and
Maintain an up-to-date file on the Third-Party Representative with current information obtained during periodic relationship-review procedures.

BIOSEP employees may not establish a relationship with a Third-Party Representative until all documentation has been submitted to the Legal or Corporate Department.

Among the documents to be submitted for authorization, the written contract must be provided. The written contract defining the relationship with the Third-Party Representative must:

Contain an anti-bribery clause acknowledging that the Third-Party Representative will act in accordance with the FCPA, other Anti-Corruption Laws, and this POLICY;
Contain a description of the Third-Party Representative's role and responsibilities, including a description of the services BIOSEP will pay for;
Include the terms of compensation;
Define the geographic territory in which the Third-Party Representative will perform its work;
Define the clients with which the Third-Party Representative will work, as applicable;
Establish the terms of the relationship; and
Contain an audit clause allowing BIOSEP to periodically review the Third-Party Representative's books and accounting records.

Even when working with Third-Party Representatives with whom BIOSEP already has an approved relationship, BIOSEP personnel must remain alert to circumstances that may appear suspicious — situations commonly known as "red flags." Examples of such "red flags" include:

The country where the transaction is taking place has a broad and extensive history of corruption.
The Third-Party Representative has been specifically recommended by a government official.
The Third-Party Representative refuses to comply with the terms of the FCPA, applicable local law, or this BIOSEP Anti-Corruption/Anti-Bribery Policy.
The Third-Party Representative provides incomplete or inconsistent information on disclosure forms.
The Third-Party Representative requires payments to be made in advance, indirectly, through another party, or in a different country.
The Third-Party Representative requests an unusually high commission relative to the services provided.
The Third-Party Representative requests that employment or some other advantage be granted to a friend or family member.
The Third-Party Representative insists on the use of side letters and refuses to sign a contract on the agreed terms.
The Third-Party Representative requests reimbursement of expenses that appear questionable or improperly documented.
The Third-Party Representative makes unusually large or frequent political contributions.
The Third-Party Representative has family or business ties with relevant government officials.

If you believe any of these "red flags" are present, or have any doubts or concerns regarding a Third-Party Representative, contact the Legal Department immediately.

B. Joint Ventures

The same general rules that apply to Third-Party Representatives also apply to activities BIOSEP conducts through associations (commonly known as "joint ventures"), as well as to its partners in such joint ventures. All BIOSEP personnel must remain alert to ensure compliance with applicable laws and the contractual safeguards established in each joint venture agreement. In addition, BIOSEP personnel must refrain from entering into or maintaining a joint venture relationship until complete information has been submitted to the Legal Department for authorization.

In the course of a joint venture relationship, be alert to the following:

The use of agents or Third-Party Representatives without conducting due diligence and/or without a written contract;
Incomplete or unusual documentation;
Unusual or excessively complex arrangements suggesting a lack of transparency;
Unusual or overly generous contracts;
Excessive, false, or poorly described payment requests;
A representative requesting payment in advance; or
A government official requesting that a particular representative be engaged.

If you believe any of these "red flags" are present, or have any concern or doubt regarding a joint venture, contact the Legal Department immediately.

VII. Conclusion

This BIOSEP Anti-Bribery/Anti-Corruption Policy exists to help you avoid areas of risk and to help you recognize situations in which you should consult the Legal Department. The purpose of these guidelines is not to prevent BIOSEP from competing vigorously or from continuing to offer new and innovative products to its clients. Contact the Legal Department if you believe a project or practice could benefit BIOSEP and its clients but could raise a concern under the FCPA or other International Anti-Corruption Laws. They can help you determine whether the project is in fact lawful, and identify ways to achieve the same results without risking a violation of the International Anti-Corruption Laws or relevant local laws.

You must acknowledge receipt and confirm that you have understood these guidelines by signing and submitting the acknowledgment form attached to this POLICY. The acknowledgment form will be added as a permanent part of your employment file.

Last revised June 2024.