Anti-Corruption Policy

Qbuzz's policy is to conduct business fairly without corruption practices or attempts at bribery to gain an unfair advantage.

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1. Introduction

Qbuzz's policy is to conduct business fairly without corruption practices or attempts at bribery to gain an unfair advantage. Qbuzz makes every effort to comply with the applicable legal and ethical standards concerning all business activities. This anti-bribery and corruption policy (hereinafter referred to as "Policy") is drafted to help uphold these standards and values. Preventing bribery or corruption is not just a statement; it is a moral issue and a legal requirement. Qbuzz does not tolerate any form of bribery and corruption.

2. Aim

This policy contains general rules and principles to prevent any form of bribery and corruption. The guidelines within this Policy are aimed at:

ensuring compliance with laws, regulations, and rules against corruption;
providing employees (including temporary staff) and business partners with insight into the risks related to bribery, and encouraging them to stay alert and to effectively identify, prevent, and report violations by themselves or others;
offering suitable and secure reporting and communication channels, and ensuring that reported information is processed appropriately and effectively;
establishing and maintaining a framework for handling suspected cases of bribery or corruption.

3. Scope

This policy applies to all individuals who work with or on behalf of Qbuzz. Qbuzz aims to collaborate with business partners who adhere to principles comparable to the standards outlined in this Policy. Whenever possible, this commitment is formalized contractually.

4. Definition of bribery and corruption

The person involved in bribery is usually someone capable of obtaining, maintaining, or awarding contracts. This can involve various activities, such as registering for and assigning tenders, signing agreements, or carrying out administrative tasks related to permits, customs, taxes, or import/export. Typically, both parties involved in bribery seek personal gain. Bribery can manifest in the following forms:

directly or indirectly promising, offering, or authorising something valuable that does not benefit Qbuzz;
offering or receiving a reward, loan, commission, remuneration, or other benefit;
a donation, assistance, or vote intended to exert inappropriate influence.

It is therefore not only forbidden to bribe a person (active corruption), but also to accept kickbacks or similar inappropriate benefits (passive corruption).


Definition of corruption	Corruption is the abuse of entrusted power for personal gain
Definition of bribery	Bribery involves offering, promising, giving, asking for, or accepting an advantage as a means of influencing an action that is illegal or unethical or that breaches trust.
In brief	It is forbidden to give, promise, or offer a payment, gift, or hospitality expecting or hoping to receive an inappropriate benefit; to reward a business advantage already granted; or to accept a payment, gift, or hospitality from third parties, knowing or suspecting that these are offered or provided with the expectation that a business benefit will be obtained or maintained.

Bribery is a criminal offence and penalties can be severe. Besides fines, Qbuzz’s reputation can be significantly damaged. All employees of Qbuzz, including directors, managers, and executives, can be held personally liable for bribery, with individuals potentially facing fines and even imprisonment. It is also a criminal offence to assist or otherwise become involved in bribery on someone else's behalf, for example with the intent to obtain or maintain contracts for Qbuzz or to secure or retain a business advantage for Qbuzz without necessarily involving (the intent of) personal gain.

All employees are required to:

comply with anti-bribery and anti-corruption legislation applicable in every jurisdiction worldwide where Qbuzz operates;
protect and uphold the core values of Qbuzz by always behaving ethically, legally, and professionally.

Bribery of any kind (active or passive) is prohibited. Under no circumstances may a provision be made, money set aside, or an account opened to facilitate the payment or receipt of bribes. All employees are expected to always adhere to the guidelines in this Policy. In case of doubt whether something can be considered as a bribe or other breach of this Policy, the employee should contact their manager and/or the Compliance Officer.

5.1 Gifts, Hospitality, and Other Expenses

Gifts and hospitality include receiving or offering gifts, meals, expressions of appreciation and thanks, entertainment, or invitations to events or other social gatherings related to our company. These activities are acceptable if they have a reasonable value and occur infrequently. Misuse is usually present when such gifts and hospitality are offered or received to obtain or provide a business or personal advantage.

Expenses cover the payment or reimbursement by Qbuzz of travel, accommodation, and other related costs incurred by a potential customer or business partner, excluding reimbursements documented in a contractual agreement. These expenses typically include costs for activities such as travel to visit a business location, or to attend a conference or training/course. Misuse generally occurs when the journey or event is characterized by excessive hospitality, luxurious accommodation, little business relevance, or is intended for family or friends of the business relationship.

In general, offering and accepting business gifts and hospitality is not prohibited, provided the following conditions are met:

The gift is not given to influence a third party to secure or maintain a contract or business advantage or to reward or secure such advantage;
It is given in the name of Qbuzz, not on a personal basis of the giver;
It does not consist of cash or cash equivalents (such as gift vouchers);
It is an appropriate and reasonable type of gift with a suitable value given at an appropriate time;
It is given transparently and openly, not secretly, and not sent to anyone’s private address.

It is forbidden to offer or accept gifts or hospitality during tendering periods and contract negotiations, unless written approval is granted by management. Any type of gift, hospitality, or expense reimbursement that exceeds the limits below and is offered, given, or received must be approved in advance by the manager or project leader and then reported to the Compliance Officer, who will keep a record of it. In case of doubt, the manager should seek advice from the Compliance Officer.


Meals/drinks (offering)	According to the principles above, these must have a business purpose and represent the value of a normal working meal. All meals/drinks must be claimed as expenses. Credit card payments must be documented in writing.
Gifts (offering)	Maximum €50. If the value of a gift exceeds this limit, approval must be given by the manager.
Gifts (receiving)	Gifts up to €50 are acceptable. If the value exceeds this limit, approval by the manager is required.
Offering or receiving hospitality	These events may be offered or attended as long as they are considered normal and proportionate. If not, approval must be given by the manager.
Other expenses for third parties	All other expenses must be approved by the manager and be claimed as expenses. Credit card payments must be documented in writing.

5.2 Political Contributions

Qbuzz makes no political contributions (donations to politicians, political parties, or political organisations).

5.3 Donations to Charitable Organisations

As a responsible member of society, it may happen that Qbuzz donates money or goods. This is an expression of Qbuzz’s corporate social responsibility.

Some donations are strictly prohibited, including donations:

to individuals and organisations with commercial motives;
paid into private accounts or in cash;
to organisations with objectives incompatible with Qbuzz's corporate principles; or
that could harm Qbuzz’s reputation.

All donations must be transparent. This means that the recipient’s identity and the intended use of the donation must be clear, and the reason and purpose of the donation must be justifiable, documented, and approved by the management of the relevant business unit. Donations to charitable causes are reported annually and recorded by the Compliance Officer.

5.4 Sponsorship

Sponsorship activities can take place in the fields of sport, arts and culture, education, and science. All sponsorship contributions must be transparent, based on a written agreement, for legitimate business purposes, and proportionate. Decisions on sponsorship contributions should be made by management and properly recorded by the Compliance Officer.

5.5 Facilitation Payments

Facilitation payments ('grease payments') to government officials are rare in the Netherlands and are prohibited.

5.6 Conflict of Interest

Bribery does not always involve a payment. Conflict of interest can also be considered bribery. For example, consider a situation where a potential business partner promises an employee of Qbuzz to employ the employee’s spouse during contract negotiations. The employee must always consider if the action is transparent, proportionate, reasonable, and based on good faith. The employee should contact their manager and/or the Compliance Officer if unsure whether an action or situation constitutes a conflict of interest.

5.7 Business Partners

If a business partner of Qbuzz engages in bribery, it can severely damage Qbuzz’s reputation. Qbuzz takes sufficient measures to prevent bribery via its business partners. The definition of a business partner is broad: it can include intermediaries, consultants, joint venture partners, contractors, and suppliers. Once a potential bribery risk is identified, the consequences must be assessed by management before such a relationship is established. Agreements with business partners should, where possible, include clauses that grant Qbuzz the right to impose sanctions, including termination of the agreement, if the principles of this Policy are not adhered to. In case of doubts or suspicion of bribery, the employee should consult their manager and/or the Compliance Officer.

6. Roles and responsibilities

6.1 Management

The management holds the responsibility to monitor the effectiveness of this Policy and ensure that it complies with the legal and ethical obligations of Qbuzz. An accounting and administration system are essential as they allow verification of whether the correct procedures are followed. Additionally, they help identify how processes can be improved to effectively combat bribery and corruption.

6.2 Concession Controllers

Once per quarter, the concession controllers ask the directors, management, and other individuals holding key positions in the Qbuzz organisation to provide a written declaration of whether they have received, refused, or offered gifts. The concession controllers or tender controller report this information to the Compliance Officer. The Compliance Officer reports this information of the entire Qbuzz organisation quarterly to the Qbuzz management.

6.3 Employees

All employees are required to assist in detecting, preventing, and reporting situations that could lead to violations of this Policy, as well as suspicions of bribery or corruption related to Qbuzz and/or business partners. If Qbuzz employees are concerned that any form of corruption activity is being contemplated or carried out within Qbuzz, by one of our business partners, or by one of our competitors, they must report the matter/concern to their supervisor. If Qbuzz employees do not feel comfortable discussing this with their supervisor, they should report the matter to the Compliance Officer. When a case of bribery or corruption is reported, the Compliance Officer will act as quickly as possible to assess the situation. Anonymous reports will not be handled by the Compliance Officer, but the anonymity of the whistleblower is guaranteed during an investigation.

Qbuzz supports anyone who raises genuine concerns in good faith, even if those concerns are later found to be unfounded. Qbuzz also makes every effort to ensure that no one is treated poorly because they refuse to participate in bribery or corruption, or because they report in confidence a suspicion that bribery has taken place or may occur in the future. All information will be handled confidentially during the investigation as far as possible and appropriate given the circumstances. Qbuzz strives to take appropriate measures against bribery and corruption. As part of this, the issue can be reported to relevant external authorities, internal disciplinary measures can be taken against involved employees, and/or contracts with business partners can be terminated.

Regarding the reporting of misconduct by employees, the Internal Regulation on Reporting Misconduct within Qbuzz, known as the Whistleblower Scheme, applies. Qbuzz Policy against Bribery and Corruption v0.2 dated 7-6-20166

6.4 Compliance Officer

a. The Compliance Officer is appointed and dismissed by the Qbuzz management with the approval of the Qbuzz Board of Directors.
b. The Compliance Officer ensures that an appropriate framework for internal controls and monitoring is implemented and that proper record-keeping is maintained. Additionally, the Compliance Officer provides advice and guidelines for overall compliance with this Policy.
c. The Compliance Officer investigates reports and incidents. Employees are obliged to provide complete and truthful information and to give access to documents necessary for the investigation. Following an investigation, the Compliance Officer reports to management and, if necessary, recommends measures to be taken. If one or more members of the management are subjects of the investigation, the Compliance Officer also reports to the Qbuzz Board of Directors.
d. The Compliance Officer enjoys protection in their legal position analogous to the statutory regulation for works council members.

Any violation of this Policy is taken seriously by Qbuzz and may result in disciplinary measures against employees, up to and including dismissal, if an investigation confirms that an employee has not complied with this Policy.