1. Background 

Barzan Holdings QSTP-LLC (the “Company”) conducts its business in Qatar and other international locations. This can present the unique challenge of trying to observe local business customs while still complying with applicable Qatari and other laws prohibiting corruption (hereinafter referred to as “Anti-Corruption Laws”). The Anti-Corruption Laws generally prohibit (1) any payment or offer of payment to a foreign official for the purpose of influencing that official to assist in obtaining or retaining business for a company and (2) receipt of a payment from a third party for the purpose of influencing decision makers in giving business to that third party.

The Company has established this policy in order to ensure that all employees of the Company and its subsidiaries, its agents and its affiliates are aware of the Anti-Corruption Laws, comply with them and engage in ethical and legal practices.

2. Policy Statement

No director, officer, employee or agent of the Company and its subsidiaries has authority to give or to offer anything of value to a foreign official or government employee, or to any person while knowing that all or a portion of such money or thing of value will be offered, given, or promised, directly or indirectly, to any foreign official or government employee, for the purpose of inducing that person to affect any act or decision in a manner that will assist the Company or any of its subsidiaries or divisions in obtaining or retaining business. No director, officer, employee or agent of the Company and its subsidiaries is allowed to receive anything of value from a third party, for the purpose of inducing any act or decision in a manner that will assist that third party in obtaining or retaining business. 

This policy prohibits any payment or offer of payment to a foreign official for the purpose of influencing that official to assist in obtaining or retaining business for a company. It applies to any act or event that is “in furtherance of” a payment to a foreign official. “Payment” covers not only the actual payment of money but also an offer, promise or authorization of the payment of money and an offer, gift (subject to the provisions of the Code of conduct of the Company or any of its subsidiaries), promise or authorization of the giving of “anything of value.” This policy also applies to payments to foreign political parties, officials of foreign political parties, and candidates for foreign political office. This policy prohibits receipt of any payment from a third party for the purpose of influencing local authorities in awarding business for that third party. 

In order to comply with the requirements of this policy, every officer, employee and agent shall keep books, records, and accounts that accurately and fairly reflect all transactions in and dispositions of the assets of the Company or any of its subsidiaries in accordance with the provisions of the Code of conduct of the Company or any of its subsidiaries.

3. Fundamental Responsibilities

The consequences of failing to comply with the Anti-Corruption Laws are very serious. Violation of the Anti-Corruption Laws by an employee can result in millions of dollars in fines against the Company or any of its subsidiaries and can subject the employee to prosecution, criminal fines, and imprisonment, as well as disciplinary action by the Company or any of its subsidiaries, including dismissal. Note that the Anti-Corruption Laws may not allow fines and penalties imposed upon individuals to be paid directly or indirectly by any corporation for which they may have acted. 

• It is the responsibility of all members of senior management to supervise, monitor and train the employees under their supervision to ensure that the purposes of this policy are fulfilled.
• It is the responsibility of each employee to comply with this policy and with procedures and guidelines established in furtherance of this policy. Failure to comply with the policy is grounds for disciplinary action, up to and including termination.

The following guidance is provided to employees and anyone acting on behalf of the Company or any of its subsidiaries to clarify how this policy applies:

Except as expressly provided elsewhere in this statement of policy, no payment or gift of any kind may be promised, offered, or made to any of the following people:

• a “foreign official,” which is defined as any officer or employee of a foreign government or any department, agency, or instrumentality thereof, or of a public international organization, or 
• any person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization;
• any foreign political party or official thereof or any candidate for foreign political office; or 
• any person acting on behalf of a foreign official, a foreign political party or official thereof, or a candidate for foreign political office.

If an employee has any doubt about whether a person is a foreign official, he has to raise the question with the member of senior management responsible for his function in the Company. The senior managers will be responsible for obtaining advice from the legal department.

Complete and accurate records sufficient to show compliance with the above rules, Anti-Corruption Laws, and any other Company policies must be maintained at all times. This means, among other things, that when a payment is intended to go to a particular party or entity for a particular purpose, the records with respect to that payment must accurately reflect the true recipient and the true purpose of the payment.

4.Other Considerations

Retaining Agents. Because the actions of a third party acting as an agent or representative of a company can expose that company to liability under the Anti-Corruption Laws, great care should be taken in the retention of such agents and representatives. A sufficient investigation should be undertaken to ensure that any such representative does not intend to engage in any improper practices. In determining whether to engage a particular representative, factors such as the representative’s reputation and qualifications, the manner and reasonableness of compensation, the relationship, if any, between the owners and employees of the representative and a foreign official, the presence or absence of any secret partners, the willingness of the representative to fully disclose its relationship with us and the legality of the relationship under local law must be considered.

Retention of Professionals. No person acting on behalf of the Company may enter into any transaction with agents, contractors, consultants, lawyers or other persons that is intended or designed to permit such persons to circumvent currency, tax or other laws of a foreign country. Any transaction that has the appearance of permitting any person to circumvent such laws must be avoided. Particular care must be taken in respect to “split payments” (i.e., payments for services that are made outside the country in which the services are performed, other than payments in the country in which the provider of the services is incorporated and has an established presence, or payments inside the country in other than the local currency).

5.Reporting Requirements

Any transaction, no matter how seemingly insignificant, that might give rise to a violation of the Anti-Corruption Laws or this policy must promptly be reported to the Chief Legal Officer. All such reports will be treated as confidential and will be shared with authorized individuals only on a need-to-know basis. As long as a report is made honestly and in good faith, the Company will take no adverse action against any person based on the making of such a report. Employees should note that the failure to report known or suspected wrongdoing of which an employee has knowledge may, by itself, subject that employee to disciplinary action, as stipulated and in accordance with the Company’s HR policy and possibly legal action. Employees should further understand that the Company reserves the right to refer breaches of this policy to the Military Police, should it choose to do so.

Any questions concerning the Anti-Corruption Laws and related reporting requirements may be addressed to the legal department.