Code of Conduct

Document Version 1.0 — Published July 23, 2023

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Enclave Networks Limited (“the Company”) is committed to conducting business with integrity, professionalism, and in compliance with applicable laws and ethical standards. This Code of Conduct (“the Code”) sets out the mandatory principles and expectations for all individuals and organisations acting for, with, or on behalf of the Company.

This Code applies to all employees, directors, officers, contractors, consultants, agents, suppliers, partners, and any other individuals or entities representing or conducting business with the Company.

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1. Anti-Bribery

   1. Bribery
      • Offering, giving, receiving, or soliciting bribes, kickbacks, or improper advantages, whether monetary or non-monetary, is strictly prohibited.
   2. Kickbacks
      • Payments made in return for favour or preferential treatment are prohibited.
   3. Facilitation Payments
      • Facilitation or “grease” payments are not permitted, regardless of local custom.
   4. Conflicts of Interest
      • All parties must avoid situations that may create, or appear to create, a conflict of interest, and must disclose such situations promptly.
   5. Gifts, Entertainment, and Hospitality
      • Must be reasonable, proportionate, transparent, and in good faith.
      • Must not create an obligation or the appearance of impropriety.
   6. Due Diligence and Third Parties
      • The Company will conduct due diligence on third parties.
      • Contracts may include anti-bribery provisions and termination rights for non-compliance.

2. Anti-Slavery

   1. Slavery and Human Trafficking
      • All forms of slavery, forced labour, and human trafficking are strictly prohibited.
   2. Supply Chains
      • The Company is committed to ensuring supply chains are free from slavery and human trafficking.
      • Suppliers and partners are expected to uphold the same principles.
   3. Due Diligence
      • The Company will assess risks of slavery and trafficking in its operations and supply chains and take appropriate action.
   4. Supplier Engagement
      • Suppliers must understand and commit to anti-slavery principles.
      • Supplier contracts will require compliance, with termination rights for breaches.

3. Ethics

   1. Integrity
      • All parties must act honestly, transparently, and fairly in all business dealings.
   2. Compliance
      • Compliance with all applicable laws, regulations, and policies is required.
   3. Confidentiality
      • Sensitive information entrusted to individuals by the Company, clients, or stakeholders must be protected.
   4. Respectful and Inclusive Workplace
      • Discrimination, harassment, or bullying are not tolerated.
      • Respectful communication and equal opportunities are expected.
   5. Health and Safety
      • The health, safety, and wellbeing of all must be prioritised, with adherence to applicable guidelines.
   6. Conflicts of Interest
      • Any personal interests that conflict with the Company’s best interests must be avoided and disclosed.
   7. Protection of Company Assets
      • Physical assets, intellectual property, and confidential information must be safeguarded and not misused.
   8. Environmental Responsibility
      • Individuals and partners should act responsibly, conserve resources, and support sustainability.
   9. Fair Competition
      • Anti-competitive behaviour such as price-fixing, bid-rigging, collusion, or market manipulation is prohibited.

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1. Reporting and Whistleblowing

   • Concerns about bribery, slavery, trafficking, unethical behaviour, or breaches of this Code should be reported directly to the CEO.
   • Reports will be treated confidentially, and whistleblowers will be protected against retaliation.

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1. Consequences of Non-Compliance

   1. Employees and Contractors
      • May face disciplinary action, up to and including termination of employment or contract.
   2. Partners, Agents, and Suppliers
      • May face contractual remedies, including termination of agreements.
   3. All Parties
      • May face legal consequences, including fines or imprisonment, where applicable.