Anti-Bribery & Corruption Policy

Equus Software is committed to applying the highest standards of ethical conduct and integrity in its business activities. Every employee and individual acting on Equus’ behalf is responsible for maintaining our reputation and for conducting company business honestly and professionally.

You are expected to abide by the spirit as well as the letter of this Policy. You are also expected to cooperate with any inquiries or investigations concerning a possible or suspected violation of this Policy. Any employee’s failure to fulfill his or her responsibilities under this Policy may result in disciplinary action, up to and including immediate termination of employment, to include any disciplinary or legal action brought by a government entity.

Equus maintains an Anti-Bribery Policy prohibiting any improper or unethical payment to government officials or a party to a private commercial transaction anywhere in the world by any Equus employee. This Anti-Bribery Policy is designed to comply with the requirements of the U.S. Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act 2010 (the “U.K. Bribery Act”) and the anti-bribery laws of those other jurisdictions in which we do business. These laws generally prohibit bribes, kickbacks, or illegal payments to influence business transactions and require us to maintain accurate books and records and a system of internal controls.

The purpose of this policy is to highlight the key tenets of Equus Anti-Bribery and Corruption Policy, namely:

• No Equus employee has the authority to offer payments of money or anything else of value, whether directly or indirectly, to a government official or participant in a private commercial transaction to improperly induce that person to affect any act or decision in a manner that will assist Equus to obtain or retain business.
• Every Equus employee and individual acting on behalf of Equus has the obligation to record accurately and fairly all of their transaction involving any expense of Equus of any other transaction involving the disposal or transfer of Equus assets.

In addition to direct payments of money, other examples of prohibited payments would include the following made at the direction, or for the benefit of a government official or a commercial business partner.

gifts, or travel, meals, entertainment or other hospitality expense; contributions to any political party, campaign or party official; or charitable contributions and sponsorships

Facilitating payments are not authorized by this Policy. These are payments of small amounts to a foreign government employee to expedite or secure performance of a routine, nondiscretionary governmental action, such as properly obtaining visas, permits and licenses, police protection or utility services in a foreign country.

The Anti-Bribery Policy extends to Equus operations anywhere in the world. The Anti-Bribery Policy is applicable to activities of individual Equus employees, as well as corporate and business unit programs, events, campaigns and other initiatives.

Gifts, Travel, Entertainment and Other Expenses

Government Officials Equus permits Equus logo items (such as Equus logo pen and pencil sets, shirts, hats and other similar items) to be given to government officials as modest gifts in the ordinary course of business, provided that:

• such gifts do not exceed U.S. $25 in value;
• only one such item per calendar year be given to any single government official;
• presenting any such gift will be in conformity with the written laws of the country in which the gift has been made; and
• the associate presenting such gift makes an immediate written report to Equus COO.

Equus also permits reasonable expenditures for travel, meals and entertainment expenses legitimately related to tours of Equus facilities, training in the use of Equus products and services, or otherwise related directly to Equus promotion of its products and services, provided such expenditures are not extravagant and otherwise conform to the limitations in this Policy and to the laws and customs (as recognized by the written local law or a published judicial decision) of the country in which the expenditures are incurred. Before providing, directly or indirectly, any such travel, meals or entertainment expenditure for a government official, you must first obtain written permission from the Equus President, who must review the proposed expenditure.

It will never be acceptable to offer any gift or incur any expense in expectation of receiving something in return (quid pro quo).

The following persons are considered “government officials”:

• officers and employees of any government, department, agency, bureau, authority, instrumentality or public international organization;
• persons acting in an official capacity on behalf of a government; employees of entities that are owned or controlled by a government; and candidates for political office.

The U.S. Department of Justice and the Securities and Exchange Commission have adopted a very broad interpretation of what constitutes an instrumentality of a foreign government. For purposes of this Policy, any entity with significant governmental ownership or influence shall be viewed as an instrumentality of a foreign government.

Commercial Partners Other than for gifts with a value of no more than U.S. $50 given or received in the normal course of business, neither you nor your relatives may give gifts to, or receive gifts from, Equus current or prospective clients, vendors or any other commercial partners. Presenting or accepting any other gifts to or from private commercial parties requires prior written approval from the Equus President.

Equus permits accepting or incurring proportionate and reasonable expenditures for travel, meals and entertainment expenses legitimately designed to show appreciation to existing business partners, present products and services, or establish cordial business relations, provided that such expenditures:

• are not excessive and always appropriate to the nature of business relationship with the recipient;
• conform to the laws and customs (as recognized by the written local law or a published judicial decision) of the country in which the expenditures are incurred, as well as the policies, rules or codes of conduct of the recipient;
• do not place the recipient under an obligation or expectation to confer any business advantage in return for such hospitality (quid pro quo), or create an impression that the recipient’s independence will be affected; and
• occur only occasionally.

Before providing or accepting, directly or indirectly, any travel, meals or entertainment expenditure reasonably valued at more than U.S. $250 for each guest, you must first obtain written permission from the Equus President. Since the level of appropriate expenditures may vary significantly from country to country, the Equus President is authorized to adopt lower hospitality limits for those respective jurisdictions

It is crucial that entertainment should not be given or received on such a scale that it forms an inducement to enter into a business transaction or arrangement which would not otherwise be undertaken. Moreover, in no event may any gift or hospitality cause any other provision of this Policy or any provision of the Code of Business Conduct & Ethics to be violated, or put Equus or you in a position that may cause embarrassment.

Recordkeeping Any gift, entertainment or hospitality given will be accurately recorded, and no expenditure may be made with the express or implied agreement that it is to be used for any purpose other than as described by the records reflecting the expenditure.

Equus obligation of ethical and legal behavior includes and encompasses the activities of Equus agents, representatives, consultants and business partners. Every associate and agent must remain vigilant to ensure such third party’s actions are consistent with this Policy. Willful ignorance of facts or circumstances which make it likely that bribery could be occurring will be a violation of this Policy and anti-bribery laws.

Before establishing a relationship with any third party to represent Equus in any marketplace, sufficient due diligence must be performed to determine that the third party’s commitment to ethical business practices is consistent with Equus high standards. Any arrangement with such third party should include proper contractual provisions and monitoring procedures to ensure compliance with anti-bribery laws and consistency with Equus Anti-Bribery Policy. Particular care should be taken in any instance where the third party has interactions with government officials in the performance of its services on behalf of Equus.

Your conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow associates. If you are aware of or suspect misconduct, you should report it to the CEO or Company President immediately.

Violations by any Equus employee of the anti-bribery laws or this Policy will result in progressive discipline, up to and including possible termination of such associate’s employment with Equus. Violations by any Equus employee or agent can also result in severe penalties for both Equus and such individuals.

For example, individuals can receive five years of imprisonment and a $100,000 fine for each violation of the anti-bribery provisions of the FCPA, and 20 years imprisonment and a $5 million fine for each violation of the record keeping provisions of the FCPA. Under the U.K. Bribery Act, bribery and corruption is punishable for individuals by up to ten years imprisonment and companies could face an unlimited fine.

The FCPA specifically prohibits a company from reimbursing an officer, director, stockholder, employee, or agent for fines imposed for violations of the FCPA, so any fines for violations for which you are responsible will be paid from your personal assets. In addition, Equus will cooperate fully with law enforcement authorities in the investigation and prosecution of alleged violations of anti-bribery laws.

Any exception to the policy must be approved by the Equus President in advance.