Anti-Bribery and Corruption

Cloove does not pay bribes and does not accept them. Not to win business, not to speed something up, not to resolve a problem, not through someone else, and not in a market where it is said to be normal. This applies wherever Cloove operates and whoever is asking.

It is not only an ethical position. Bribery is a criminal offence in Nigeria, it can expose Cloove and individual staff to prosecution, and it is disqualifying in the eyes of the financial institutions and enterprise clients Cloove works with.

This policy applies to everyone who works for Cloove and to everyone who acts on its behalf, including agents, resellers, consultants and intermediaries.

Offering, promising, giving, requesting, agreeing to receive or accepting any financial or other advantage, in order to induce or reward someone for doing something improperly, or where accepting it is itself improper.

The advantage does not have to be cash. It can be a gift, a job for a relative, a discount, a trip, a favour, an equity interest, a donation directed to a preferred cause, or a contract given to a company someone controls. The bribe does not have to succeed - offering is enough.

Cloove also does not pay or receive kickbacks: a share of a payment, a commission or a benefit given in return for awarding, retaining or influencing business.

Modest business hospitality is a normal part of commercial life and is not prohibited. A gift or hospitality is acceptable where it is:

• Given openly, and could be described to a colleague or a journalist without embarrassment.
• Reasonable in value and proportionate to the occasion.
• Not cash or a cash equivalent.
• Not given or received while a decision is being made that it could influence - a tender, a negotiation, an approval.
• Not frequent enough to look like a pattern.
• Lawful in the place it is given.

Gifts and hospitality above an internal threshold require written approval in advance and are recorded in a register. No gift or hospitality of any value goes to a public official without prior written approval.

Conflicts of interest. Anyone at Cloove must declare anything that could reasonably look like a conflict between their personal interest and Cloove's: a financial interest in a vendor, customer, competitor or partner; a family or close personal relationship with someone at a counterparty or in a regulator; outside work in a related field. Declaring a conflict is not an admission of wrongdoing. Failing to declare one is the problem. Where a conflict exists, the person steps back from the decision.

Interactions with public officials, regulators and employees of state-owned entities carry the highest risk and the lowest tolerance. No gift, hospitality, donation or benefit without prior written approval. No use of an agent to do something Cloove could not do directly. Official fees are paid only against an official receipt, to the official account, in the correct amount.

Procurement. Decisions are made on merit: fitness for purpose, price, reliability and risk. Anyone with a personal interest in a candidate vendor declares it and steps out of the decision. Payments are made against an invoice, to a bank account matching the contracting entity, after the goods or services have been received.

Third parties. Cloove can be held responsible for bribery committed by someone acting on its behalf. Agents, resellers and intermediaries are checked before engagement, contracted on anti-bribery terms with a right to terminate for breach, and paid only to the account of the entity Cloove contracted with.

Donations. Charitable donations require prior approval, must not be made at the suggestion of anyone in a position to give Cloove business or a decision, and are recorded. Cloove makes no political contributions of any kind. Staff are free to participate in political life in their own time, in their own name and at their own expense.

Every payment Cloove makes and receives is recorded accurately in the company's books, with a description of what it was actually for. No off-book accounts, no cash payments outside the accounting system, no invoices that describe something other than what happened. False or incomplete records are a breach of this policy in themselves, whether or not a bribe was involved.

If you are offered a bribe, asked for one, or see something that looks like bribery or corruption, report it. Report it if you are not sure. Getting it wrong in good faith costs nothing; staying quiet can cost a great deal.

Anyone, inside or outside Cloove, can report a concern to compliance@clooveai.com. Reports may be made anonymously.

Reports are assessed and investigated proportionately and in confidence. Breach of this policy may result in disciplinary action up to and including dismissal, termination of a contract, and referral to the authorities. Individuals who commit bribery may be personally prosecuted, and Cloove will not indemnify them.

This policy is reviewed at least annually, and earlier where the law, the market or Cloove's business model materially changes.