Anti-bribery and Corruption Policy

It is the policy of Optimum Ship Services to observe the highest standards of ethical conduct and to comply fully with all applicable laws and regulations,  including  anti-bribery  legislation  such  as  the  U.S.  Foreign The purposes of this Policy are to identify the basic requirements and restrictions that such anti-bribery legislation imposes on the Company and to memorialize the Company’s commitment to adhere faithfully to both the letter and spirit of anti-bribery legislation in the conduct of its business activities worldwide.

This Policy applies to all Employees and Third Parties (as hereafter defined) performing duties for or on behalf of OSS whether or not directly employed by OSS and wherever located. Employees mean officers, directors, representatives and all other workers performing duties on behalf of OSS, whether or not employed directly. Third Parties mean agents, brokers, partners, consultants,  contractors,  joint  venture  partners  and  other  representatives  while  performing services for the benefit of OSS, whether individuals or organizations. Compliance with anti- bribery legislation is an ongoing responsibility of each individual Employee. No Employee of OSS shall have authority to engage in conduct or activities that do not comport with this Policy, or to authorize,  direct,  approve,  or  condone  such  conduct  by  any  other  Employee.  Thus, it  is imperative that all OSS Employees understand what anti-bribery legislation mandates and forbids to ensure the Company’s compliance with the law.


1. Anti-Bribery

A Bribe is defined as:

a) Offering, promising or giving anything of value to improperly influence another in order to obtain business for OSS or an advantage for an individual; or

b) Requesting or accepting anything of value as a reward for or as an inducement to act improperly in relation to the awarding of business by OSS.
Anti-bribery legislation makes it a crime for any OSS Employee or Third Party to pay or accept a Bribe.  There is no minimum monetary threshold that defines a Bribe; it includes both monetary and non-monetary payments, such as gifts, stock interests, contractual rights, real estate, debt forgiveness, personal property, product or service discounts, loans, meals, entertainment, travel expenditures, political and charitable contributions, and other interests arising from business relationships. There is no need for the Bribe to be successful for the Bribe to be viewed as a violation of law; the offering of the Bribe is enough to constitute a criminal offence.

NOTE: Special Requirements when Dealing with Public Officials

“Public Official” includes any (a) official, employee or agent of a government, department or agency; (b) official, employee or agent of a government-owned or controlled entity, business, or instrumentality (such as a doctor in a state-controlled hospital); (c) political party; (d) political party official;  (e)  candidate  for  political  office;  (f)  employee  or  agent  of  a  public  international organization (such as the Red Cross, United Nations, or World Bank); (g) anyone acting on behalf of any of these officials; or (h) an individual holding a legislative, administrative or judicial position.

Greater care must be taken in dealings with Public Officials in any country.  In many countries, it is common for governments to own or operate business enterprises, either in whole or in partnership with a private entity.  Anti-bribery legislation does not prohibit legitimate business dealings with Public Officials; however, such relationships must be formed, maintained, and monitored with particular attention to this Policy.

Under no circumstances shall an Employee of OSS or a Third Party offer, promise, authorize, or make an improper payment to, or otherwise confer any illicit benefit upon, a Public Official in any country, directly or indirectly, to obtain, retain, or direct business to anyone. Moreover, OSS Employees and Third Parties are duty-bound to adhere to ethical business practices that exceed the legal requirements of anti-bribery legislation by exercising prudent judgment and caution at all times to refrain from making any payments or otherwise conferring any benefits on any Public Official that potentially could create even an appearance of impropriety.

2. Accounting Provisions

Anti-bribery legislation contains strict accounting provisions that are divided into two separate, but related, requirements: (i) accounting books and recordkeeping provisions, and (ii) internal accounting control provisions.

a. Books and Recordkeeping
OSS is required to keep books, records and accounts, which, in “reasonable detail,” accurately and fairly reflect the transactions and dispositions of Company assets. The books and records requirements apply  to  all  Company  transactions.  Under no  circumstances  shall  a OSS Employee knowingly or with intent falsely or inaccurately record on the Company’s books and records any transaction of OSS funds or assets, or permit or condone any other Employee to do so.

b. Internal Controls
OSS is also required to maintain an effective system of internal accounting controls hat is capable of detecting and preventing improper payments to Public Officials or others. Specifically, the Company’s internal controls must provide reasonable assurances that:
• transactions  are  executed  in  accordance  with  the  management’s  general  or  specific authorization;
• transactions are  recorded as  necessary  to  permit  preparation of financial statements in conformity with GAAP and to maintain accountability for assets;
• access to assets is permitted only in accordance with management’s authorization;  and
• the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

OSS  Employees  are  required  to  comply  with  all  Company  policies  and  internal  control procedures governing the disposition or recordation of Company funds and assets.

3. Willful Blindness Is No Excuse

Under anti-bribery legislation, “knowledge” is not limited to actual knowledge of a particular fact, circumstance or event. Rather, a person is deemed to “know” about an improper payment or other violation of anti-bribery legislation if he or she is merely aware of a probability of its existence. In other words, even if you do not actually “know” about activities that violate the anti- bribery legislation, such knowledge nonetheless may be imputed to you and the Company if you take steps to deliberately insulate yourself from, or consciously disregard, suspicious actions or circumstances (i.e., “red flags”). In short, willful blindness (e.g., hiding your “head in the sand,” saying “that’s not my responsibility” or “this is just business as usual and everyone else is doing it”) is no defense to an accusation of bribery or corruption. Indeed, such conscious disregard of suspicious activity that merits further inquiry and scrutiny may result in the imposition of criminal and/or civil liability on both the Company and individual Employees, including you. Accordingly, willful blindness under such circumstances is strictly forbidden by this Policy.

4. Enforcement and Penalties

Anti-bribery legislation provides for both criminal and civil enforcement.

Employees of OSS may be exposed to individual civil liability for losses incurred by the Company for FCPA violations. The Company cannot indemnify or pay criminal penalties imposed on Company Employees.

Breaches of the BA also carry severe penalties. OSS Employee could be imprisoned, disqualified from acting as a director and face significant monetary fines against the Employee as an individual (which OSS will not pay).

In addition, OSS could face unlimited fines, lose the ability to trade in certain jurisdictions, lose business, face legal action by competitors, litigation and substantial investigation expenses. OSS could also suffer damage to its corporate reputation.

OSS accordingly views any actual or attempted act of corruption or Bribery very seriously. A breach of this Policy may result in disciplinary action, including immediate termination of the Employee’s employment. Where a case is referred to a law enforcement agency, OSS will co- operate fully with the criminal investigation which could lead to Employees being prosecuted. 

5. Primary Areas of Risk

In light of the severe consequences of Bribery or corruption violations, it is imperative that all OSS Employees remain alert and cognizant of “red flags” of potential violations. Such “red flags” may include, but are not limited to:
• Inflated or unusually large commissions or bonus payments
• Requests for inexplicably large payments in cash or in bearer instruments
• Payments through a third-party or to an account in an off-shore or unrelated third country
• Requests that payments be made to an unknown third party, be split among multiple accounts, be made to an account other than where the third party or agent is located or business is to be performed or any other unusual financial arrangement
• False invoices or over-invoicing for Company or related services
• Lack of transparency in expenses and accounting records
• A third party whose qualifications include personal relationships with Public 0fficials
• A third party’s apparent lack of qualifications or resources to perform services offered
• A third party who relies heavily on political or government contacts instead of technical skills or time invested
• Any refusal or hesitancy by a third party to enter into a written agreement containing representations and warranties to refrain from violations of the anti-bribery legislation or a refusal by any such party to explain or account for expenditures of Company funds entrusted to them
• Inadequate oversight over subsidiaries and personnel in any country
• A history or pattern of corruption in a country
• A Public Official recommends that OSS hire a specific third party
• Upon checking references, you find that a potential third party has an unsavory reputation or a criminal record or is not well known in the industry;
• Repeated use of a third party for business without any reasonable justification for such repeated appointment.

6. Gifts, Entertainment, and Travel Expenses

OSS Employees and Third Parties are permitted to pay reasonable business expenses of or give gifts to third parties on behalf of OSS only if they are:
• Pre-authorized by the senior management of the Company ;
• Reasonable and not frequent or lavish;
• Directly related to the promotion or demonstration of OSS products or services or, in the case  of  entertainment,  they  are  provided  in  order  to  develop  business  relationships  or improve communications regarding company business;
• Provided for a purpose other than to induce the recipient to abuse his/her position;
• Free from the purpose, effect or appearance of causing the recipient to do business with OSS;
• Permitted under OSS policies and procedures, including this Policy;
• Permitted  under  the  rules  of  the  recipient’s  employer  and  legal  under  the  laws  of
the recipient’s country; and
• Timely and accurately recorded and properly authorized in OSS books and records.

In  all  cases,  such  business  expenses  should  be  avoided  if  they  could  create  a  feeling  of obligation, or compromise the OSS Employee’s or Third Party’s professional judgment or the judgment of the recipient or influence the recipient to do or not do something in favor of OSS or a OSS Employee or Third Party.

Examples of reasonable expenses include paying for coach-class airfare and other transportation costs, lodging, meals, entertainment, and token or promotional gifts that bear a company logo and are of only nominal value, in line with and incidental to usual and necessary business activities. It is Company policy to refrain from participating or involvement in activities that could create even an appearance of impropriety in its business activities.

a. Public Officials
As discussed above, greater care must be taken when dealing with Public Officials than other third parties. Accordingly, as a matter of Company policy, no Employee of OSS or Third Party may offer, authorize, promise, or give a gift to, or fund entertainment or travel for a Public Official on behalf of OSS without obtaining prior authorization from the Operations Department and:
• The gift, entertainment or travel must satisfy the requirements of this policy including those set forth earlier in this Section 6.
• The gift, entertainment or expense is not part of an effort to influence any act by the Public
Official with decision-making authority over a prospective business opportunity;
• The gift, entertainment or expense should only be given if it is customary to do so in the recipient’s country;
• The gift, entertainment or expense must be permissible under the local laws of the country of the Public Official and the regulations and guidelines of the Public Official’s employer.
• Where possible, any gift must be for official use, as opposed to the individual or personal use, of a Public Official to whom it is given.

b. Per Diems
Providing a per diem to any third party, even if for purely lawful and legitimate purposes, poses an inherent danger that the payment could be misconstrued as a Bribe, or otherwise create an appearance of impropriety or unethical conduct. For these reasons, such payments are strictly forbidden by this Policy. 

7. Facilitation Payments

All Employees and Third Parties are prohibited from making Facilitation Payments. Facilitation Payments are unlawful payments that are requested by Public Officials to speed up a routine government action such as:
• Processing licenses, permits or other official documents;
• Processing government paperwork such as visas and work orders; and
• Providing services such as police protection and mail pick-up and delivery.

Although it may be customary for Public Officials in some countries to request Facilitation Payments, this does not mean that such payments are legal or legitimate. This will only be the case if the payment is expressly permitted by local written law.

OSS Employees and Third Parties are not permitted to make a Facilitation Payment unless it is expressly  permitted  by  the written  laws  of  the  country or the safety or liberty of  the OSS Employee or Third Party or that of another person or liberty is in danger.

No payment to any Public Official may be made or authorized to be made without the express permission of a member of the OSS Operations Department in order to determine whether the payment could be prohibited. A member of the OSS Operations Department must review the payment request and provide approval before any payment can be made to a Public Official.

8. Political and Charitable Donations

To ensure compliance with anti-bribery legislation, OSS Employees and Third Parties may not offer, promise, authorize, or make, directly or indirectly, a political or charitable contribution on behalf of OSS without obtaining prior written authorization from the Company’s Operations Department.

9. Third-Party Representatives

OSS can be held liable for violations of anti-bribery legislation by Third Parties acting on its behalf. This is a matter of strict liability and the only defense available to OSS for such a charge would be if it can show that it has carried out adequate due diligence on the Third Party in order to circumvent the risk of Bribery.

As such, great care should be taken in the selection and retention of such Third Party representatives. You must never engage a Third Party to act on OSS behalf if you know or suspect that the person may use or offer all or a portion of the payment directly or indirectly as a Bribe.

Conducting appropriate pre-retention due diligence of agents, consultants, and business partners is crucial to ensuring that the Company does not hire Third Parties who may engage in bribery violations while acting on the Company’s behalf. It is your responsibility to carry out such due diligence checks. This will include a corruption risk assessment of factors including the country in which the business is to be conducted, the Third Party’s potential business partners and the nature of the proposed project or transaction. Retention of all Third Parties must be pursuant to a written contract – never oral. All paperwork and records that document the due diligence checks and risk assessment and the contract of engagement must be retained for six years.

Any Company Employee who has knowledge or reason to suspect or believe that there has been, or will be, a violation of this Policy, or any other applicable Company policy or regulation, is required to report such information to the Company’s Legal Department immediately.
No Employee shall be subject to any reprisal or adverse personnel action by reason of having made such a report in good faith. All such reports shall be treated confidentially to the extent permitted by law.

NOTE: This Policy is not intended to create any employment relationship or contractual rights in favor of the employee or the Company. OSS reserves the right to change the terms of this policy at any time.


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