A. Purpose

GESB is committed to acting professionally, fairly and with integrity in all its business dealings. As GESB operates globally, we will comply with all applicable laws and regulations, including those that govern economic sanctions and transactions or dealings with certain restricted individuals, entities and territories as well as the movement and transfer of goods, services, software and technology across international borders (import, export and transit requirements) (Sanctions Laws). There are severe implications and repercussions for GESB, if GESB fails to comply with these Sanctions Laws, including but not limited to fines, revocation of licences, loss of government contracts, and imprisonment of employees. In addition, breaches of Sanctions Laws  may also cause significant damage our reputation.

Sanctions Laws have the effect of restricting dealings and transactions in goods and services with certain territories and countries, but may also include restrictions on dealings with certain individuals or entities that are subject to restrictive measures such as, for example, asset freeze or blocking measures. Sanctions can be imposed by the government of one country or by a group of countries. Sanctions can be imposed at the multilateral level by the UN Security Council, or at the unilateral level by individual countries or groups of individual countries, such as the EU.

This policy is intended to facilitate GESB's compliance with the Sanctions Laws and to reduce reputational, operation and legal risks that could arise from a potential breach of the Sanctions Laws. GESB expects all of its directors, officers, and employees to comply with the terms of this Policy at all times.

1.      Overview of GESB's Sanctions Compliance Program

The Sanctions and Export Controls Compliance Program (Sanctions Compliance Program) consists of this Policy and any related procedures that GESB may institute in connection with this Policy from time to time.

GESB;s Sanctions Compliance Program reflects its decision to comply with all applicable Sanctions laws. The Sanctions Compliance Program is designed to provide for ongoing compliance with the Sanctions Laws by:

·       assigning responsibility for coordinating and monitoring the Sanctions Compliance Program to the GESB Legal Department;

·       establishing a system of internal controls to comply with the Sanctions Laws;

·       establishing an approach designed to ensure compliance with Sanctions Laws imposed against any one of the following comprehensively sanctioned jurisdictions (Comprehensively Sanctioned Jurisdictions): (as of the date of this Policy) Cuba, Iran, Syria, North Korea, and the Crimea and Donbas regions of Ukraine;

·       providing for ongoing training of relevant personnel; and

·       conducting risk-based periodic reviews of the Sanctions Compliance Program as described below.

2.      Objective

The purpose of this Policy is to set out procedures for compliance with Sanctions Laws and ensure that GESB does not engage in business with a sanctioned party or export services to a restricted country or party in violation of Sanctions Laws.

3.      Roles and Responsibilities

Senior Management

Senior management is responsible for ensuring that the Board of Directors receives periodic reports regarding the adequacy and effectiveness of the Sanctions Compliance Program.

Legal and Compliance

GESB’s Legal Department is responsible for coordinating and monitoring the Group’s day-to-day compliance with this Policy and the Sanctions Laws. GESB’s Legal Department may perform the following tasks, among others, in coordination as appropriate with other legal and compliance stakeholders and other relevant Company departments:

·       providing guidance to management and the relevant business and operational areas on compliance with the Sanctions Laws;

·       keeping senior management informed of ongoing compliance with the Sanctions Laws and carrying out the directions of senior management and the Board of Directors with respect to sanctions matters;

·       escalating potential breaches of sanctions to senior management;

·       monitoring legal and regulatory developments and best practices with respect to Sanctions Laws;

·       recommending changes to the Sanctions Compliance Program based on developments to Sanctions Laws;

·       communicating updates to the Sanctions Compliance Program to senior management and all employees;

·       developing and administering sanctions training for designated personnel;

·       filing any reports that may be required by the Sanctions Laws; and

·       ensuring compliance with all applicable sanctions record-keeping requirements.

4.      Compliance Procedures

A.         Compliance Screening and Due Diligence Requirements

Before assessing compliance with the Sanctions Laws, GESB’s employees must first answer the following questions about any contemplated transaction: 1) With whom am I doing business? And 2) Where am I doing business? 

Where a particular transaction or activity involves a Sanctioned Person (defined below), or a Sanctioned Country (defined below) or High Risk Jurisdiction (defined below), compliance review and authorisation is required.  

Sanctioned Jurisdictions and High Risk Jurisdictions. 

Third Party Due Diligence

There may be cases where clients and suppliers may request for the involvement of a third-party (Third Party) which is not a party to the original transaction, for example, the client may request for a Third Party to make payments on its behalf. In such cases, it would be necessary for due diligence to be conducted on such Third Party to verify that it is not subject to any sanctions and Operating Companies should liaise with GESB’s Legal Department to conduct due diligence on such Third Parties.

Note that the level and extent of due diligence required will vary depending on the nature of the proposed business and the preliminary assessment of the sanctions risk involved.

Appropriate due diligence measures must be undertaken on all third party entities and individuals before signing contracts or making/receiving payment. Relevant third party entities and individuals include (but are not limited to:-

Customers, Including bank of customer from which payment will be made.

Suppliers and any suppliers or partners including bank of supplier to which payment will be made.

To complete due diligence, Operating Companies should supply the name of individuals and the name/address of entities to GESB’s Legal Department to screen using an external compliance database.

GESB’s Legal Department will advise as quickly as possible if there are any restrictions on the entity/individual.

Sanctions are subject to change on a regular basis and it is therefore important that due diligence is conducted on entities and individuals prior to initiating each transaction and regularly throughout the lifecycle of the transaction. It is not sufficient to rely on historic due diligence results.