RISK MANAGEMENT POLICY

Introduction

This policy explains Metre Ltd`s approach to Risk management, Anti Fraud, Anti Money Laundering and Due Diligence in it day-today operation and describes how Metre Ltd assess, escalates and documents and handles Risk management, Anti Fraud, Anti Money Laundering and Due Diligence deriving from its day to day business operations. Since Risk management, Anti Fraud, Anti Money Laundering and Due Diligence are inherent in every activity, this policy also sets out how Metre Ltd will manage Risk management, Anti Fraud, Anti Money Laundering and Due Diligence to ensure a balanced approach to opportunity and risk. Effective management involves evaluating the uncertainties and implications within options and managing impacts once choices are made. Risk management, Anti Fraud, Anti Money Laundering and Due Diligence must be an integral part of all organizational activities to support decision-making in achieving objectives.

Risk Management

This policy section explains Metre Ltd`s approach to risk management and describes how Metre Ltd assess, escalates and documents and handles risks deriving from its day to day business operations. Since risk is inherent in every activity, this policy also sets out how Metre Ltd will manage these risks to ensure a balanced approach to opportunity and risk. Effective risk management involves evaluating the uncertainties and implications within options and managing impacts once choices are made. Risk management must be an integral part of all organizational activities to support decision-making in achieving objectives.

What is Risk?

Risk is the uncertainty surrounding events and their outcomes that may have a significant effect on Metre Ltd. All our activities carry some risk, arising either from potential threats or the non-realisation of opportunities which may harm, prevent, hinder or interfere with the achievement of business objectives.

What are Risk assessments?

Risk assessment is a qualitative or quantitative evaluation of the nature and magnitude of risk to our objectives or planned activities. The evaluation is based upon known vulnerabilities and threats, as well as the likelihood of the threats being realised and the impact on our work.

What is Risk management?

Risk management is the process of evaluating and responding to risks for the purpose of reducing these to acceptable levels. It seeks to manage the impact of uncertainty by increasing the probability of success and reducing the likelihood of failure.

The process of identifying, assessing and managing risk is part of and complements the broader management process, which includes the risk management and quality assurance responsibilities of the Senior Management Team. In addition, risks associated with the production of our outputs are overseen by the Guidance and Publications Executives. These Executive teams approve our main publications by reviewing compliance with our published process and methods guides, and publicly consulting on our draft guidance.

Like all organizations, Metre Ltd faces risks, actual and theoretical that range from the trivial to the existential. This policy is intended to address the material risks that arise from the plans we put in place each year to manage and develop our business.

What are the Risk categorizes?

The impact of risks is categorized as:

• Low: where there may be
  • some impact on one or more budgets, manageable within the budget(s) concerned;
  • some changes to working practices or minor changes to staff roles; and,
  • minimal impact on the quality, timeliness, or utility of any outputs.
• Moderate: where there may be
  • material financial consequences for the budget or budgets directly concerned, which can be managed within the affected budget(s) or by the use of underspending in unaffected budgets;
  • material impact on the employment position of staff, which may need to be managed through formal change processes;
  • some impact on the quality, timeliness, or utility of any outputs, which can be resolved before publication, and;
  • external criticism of the Institute’s judgement, which can be met successfully and which is unlikely to result in reputational damage.
• High: where there may be
  • material financial consequences, which can only be managed by the use of reserves and/or in year transfers from unaffected budgets, or exceptionally, transitional funding;
  • significant impact on the employment position of staff, which can only be managed by formal change processes, with risk of redeployment and, exceptionally redundancy;
  • significant impact on the quality, timeliness, or utility of any outputs, which may require amendment, withdrawal and/or replacement;
  • external criticism, which may result in substantial reputational damage.

How are Risks assessed?

In assessing the likelihood of risks arising, a judgement will be made as to whether the possibility of a risk realising is deemed to be low, moderate or high. An overall assessment of each risk is made according to its impact and likelihood of occurrence based on the current controls in place.

What is Risk appetite?

In developing and monitoring the implementation of our business strategies, Metre Ltd is to assess the actions we intend to take, together with any known external circumstances that may have an impact on us, for the risks they may pose. This has to be done with an understanding of the extent to which Metre Ltd is prepared to accept the risks associated with the actions Metre Ltd plans to take. This is our ‘risk appetite’; the extent to which we will tolerate known risks, in return for the benefits expected from a particular action or set of actions.

With careful planning and management Metre Ltd aims to operate its business with a low level of risk wherever possible. However, there are circumstances where Metre Ltd incurs moderate risk, for example if we are making significant changes to current strategies, taking on new activities or external pressures impact our work. We may also need to consider accepting high risks in certain circumstances. This may be in situations where the actions involved represent the single, or least unpalatable option to manage the issues involved, which may have been externally imposed, and therefore over which Metre Ltd will have little or no direct control. Nonetheless, and whenever it may be necessary to accept medium or high risk, or if an activity is central to our strategic objectives, and the risks of not proceeding outweigh the risks of the activity. Metre Ltd`s Board of Directors will be asked to consider such risks in detail and will need to have reviewed and taken a position on alternative courses of action before the risk is accepted. Metre Ltd`s risk appetite is not therefore static and may need to vary according to the circumstances facing Metre Ltd, which at times, may justify accepting a higher level of risk than would usually be the case.

Oversight

Metre Ltd`s Board of Directors will determine the risk appetite and set the culture of risk management within Metre Ltd with particular regard to new initiatives and emerging risks. Metre Ltd`s Board of Directors has ultimate responsibility for risk management within Metre Ltd including major decisions affecting Metre Ltd`s risk profile or exposure. It will periodically dedicate time specifically for horizon scanning in order to identify and consider the nature of emerging risks, sources of uncertainty, threats and trends, and also to reflect on any learning from Metre Ltd`s response to unforeseen events.

Audit and Risk

Metre Ltd`s Audit and Risk Committee provides an independent and objective view of the arrangements for the management of risk. It will advise Metre Ltd`s Board of Directors on the co-ordination and prioritization of risk management issues throughout Metre Ltd. Metre Ltd`s Audit and Risk Committee oversees internal and external audit and reviews their recommendations and advises Metre Ltd`s Board of Directors on the effectiveness of the internal control system. It satisfies itself that risks are being actively managed with the appropriate controls in place and that they are working effectively. And it monitors and critically reviews the management of significant risks and the maintenance of the corporate risk register to ensure these are fit for purpose.

Metre Ltd`s Audit and Risk Committee will report to Metre Ltd`s Board of Directors on internal controls and alert the Board to any emerging issues. Metre Ltd`s Board of Directors will receive minutes of the Audit and Risk Committee, plus an annual report from the committee to provide assurance that the approach to risk management is effective, comprehensive and robust particularly in regard to the significant risks facing Metre Ltd.

Metre Ltd`s corporate governance and risk manager has responsibility for coordinating the corporate risk register, and for supporting Metre Ltd`s Board of Directors and Metre Ltd`s Audit and Risk Committee in their responsibilities for risk assessment and management.

In addition, External auditor provide advice and feedback to the Metre Ltd`s Audit and Risk Committee on the operation of the internal financial controls reviewed as part of the annual audit, and also give a view on the completeness of the annual governance statement.

High-risk and non-cooperative jurisdictions (HR and NCJ)

The existence of cross-border elements requires a higher degree of scrutiny, particularly in the context of tax good governance. For all Projects with an Intermediate Entity or a Controlling Entity established or incorporated in a HR or NCJ, Metre Ltd shall perform Enhanced IDD checks to determine whether:

• there is a risk that the operation is (or may be) misused for Targeted Activities;
• the levels of transparency and integrity of the relevant operation are satisfactory to Metre Ltd (e.g., the Controlling Entity and/or the Intermediate Entity and their respective Beneficial Owners can be clearly identified);
• the Controlling Entity or the Intermediate Entity can provide plausible justifications for the use of the HR or NCJ.

The existence of plausible justifications will be analysed by the General Counsel’s Office, either in-house or with external assistance. Such justifications may include, inter alia: (i) the existence of stable legal systems or legal systems with clear laws regarding issues such as governance, liability and taxation, which facilitate contract enforcement; (ii) a legal framework not equally available in the Host Jurisdiction; (iii) the willingness to use a certain jurisdiction to attract capital from multiple sources and avoid double taxation and/or other tax burdens that could make the structure uneconomical; (iv) corporate security for companies and investors seeking a platform not equally available in their respective countries of incorporation or residence; (v) recognition of internationally accepted agreements, corporate forms that ensure limited liability of shareholders; (vi) marketability of the structure in accordance with standard market practice.

For the purposes of Enhanced IDD, counterparties may be requested to:

• disclose the economic rationale for the structure and the specific economic requirements that make recourse to the relevant structure necessary;
• provide a description of the regime applicable to the proceeds of the operation.

Jurisdictions not reviewed by Reference Bodies With respect to Intermediate Entities/Controlling Entities located in jurisdictions not reviewed by Reference Bodies, the General Counsel’s Office shall evaluate, based upon information available to it and, to the extent possible, in consultation with the Reference Bodies, whether, for the purpose of a given transaction, a given jurisdiction meets international standards. The fact that a jurisdiction is not reviewed by a Reference Body does not create a presumption that the jurisdiction does or does not meet international standards for the purposes of this Policy.

Anti Fraud

This policy section defines minimum requirements for the protection against fraud for all business areas of Metre Ltd. Metre Ltd is obliged to conduct its business in accordance with legal requirements or other relevant guidelines. This policy applies to business relationships, within the organization as well as to business relationships with third parties such as customers, suppliers, and authorities.

Scope

Metre Ltd requires all staff at all times to act honestly and with integrity and to safeguard the resources for which they are responsible. Metre Ltd will not accept any level of fraud or corruption and is committed to ensuring that opportunities for fraud and corruption are minimized.

Metre Ltd`s zero-tolerance to fraud means that any case detected will be thoroughly investigated and dealt with appropriately. Metre Ltd`s Chief Executive, has overall responsibility for ensuring that proper governance and probity arrangements are in place and maintained.

The prevention, detection, investigation, and management of fraud are essential elements of these arrangements. Metre Ltd`s Chief Executive has delegated this responsibility to the Director of Corporate Services as the Senior Manager in relation to Fraud.

Definitions

• Fraud means “the use of deception with the intention of obtaining an advantage, avoiding an obligation or causing loss to another party. The criminal act is the attempt to deceive and attempted fraud is therefore treated as seriously as accomplished fraud”.
• Theft means “dishonestly appropriating the property of another with the intention of permanently depriving them of it.” This may include the removal or misuse of funds, assets, or cash.
• False Accounting means “dishonestly destroying, defacing, concealing or falsifying any account, record, or document required for any accounting purpose, with a view to personal gain or gain for another, or with intent to cause loss to another or furnish information which is or may be misleading, false, or deceptive.”
• Conspiracy to Defraud occurs “where two or more persons agree by dishonesty to embark on a course of conduct which, if the agreement is carried out in accordance with their intentions, will necessarily amount to or involve some third party being deprived of something which is his or to which he is entitled or might be entitled.”
• Bribery means “a financial or other advantage intended to induce, influence or reward the improper performance of a person’s function or activity, where benefit could create a conflict between personal and business interests”.

Metre Ltd`s Commitment and Zero-tolerance

Metre Ltd`s Board of Directors is committed to creating and maintaining an anti-fraud culture. A key component of this is ensuring that all staff are alert to the risks of fraud, know what constitutes fraud, and know how to report it. Metre Ltd`s Board of Directors adopts a zero tolerance approach to fraud and will not accept any level of fraud within the organization.

Zero-tolerance also means that there will be a thorough investigation of all allegations or suspicions of fraud and robust action will be taken where fraud is proven in line with Metre Ltd`s Fraud Response Plan. Where Counter Fraud and Probity Services investigators indicate that there is a case to answer and that there is sufficient evidence that a fraud has occurred, Metre Ltd will report the matter to the relevant authorities with a view to pursuing a criminal prosecution.

Metre Ltd will also seek to recover all losses resulting from the fraud, if necessary through civil court proceedings.

Anyone suspecting that a fraud has occurred, is occurring, or is about to occur, is required to report it. It is the policy of Metre Ltd that no employee will suffer in any way as a result of reporting “reasonably held suspicions” of fraud where reasonably held suspicions means any suspicions other than those that are raised maliciously. Malicious allegations may be subject to disciplinary action.

After proper investigation of any allegation or suspicion of fraud, in line with Metre Ltd`s Fraud Response Plan, Metre Ltd will consider the most appropriate action to take. Where fraud involving a Metre Ltd employee is proven, Metre Ltd will instigate disciplinary action against the employee which may result in dismissal.

Counter Fraud Strategy

Metre Ltd has adopted a Counter Fraud Strategy as the basis for its anti-fraud activities. The key elements of this Strategy are as follows:

• the creation of an anti-fraud culture,
• maximum deterrence of fraud,
• successful prevention of fraud,
• prompt detection of fraud,
• professional investigation of detected fraud,
• effective sanctions, including appropriate legal action against anyone found guilty of committing fraud,
• effective methods for seeking recovery of money defrauded or imposition of other legal remedies.

Metre Ltd supports the role of Counter Fraud and Probity Services and has assigned the role of Fraud Liaison Officer to ensure that appropriate fraud prevention and detection measures are implemented in accordance with the services guidance. The Fraud Liaison Officer reports directly to Metre Ltd`s Chief Executive.

Metre Ltd has implemented a range of policies and procedures designed to ensure probity, business integrity and minimize the likelihood and impact of incidents of fraud arising. Metre Ltd has also put in place a robust Internal Audit service that is actively involved in the review of the adequacy and effectiveness of control systems which act to deter fraud.

Reporting Fraud

Metre Ltd`s Standing Financial Instructions require any employee or officer discovering or suspecting a fraud to report it without delay. Reporting of fraud generally follows line management responsibility, beginning with the Line Manager or Head of Department. Staff can also raise their concerns directly with their Director or the Director of Corporate Services. The Fraud Response Plan provides full details of internal reporting channels.

The whistleblowing policy also provides additional guidance should a matter have to be reported externally. The Whistleblowing Policy also details the commitment of the Chief Executive, Chairman and Board to protect employees who raise genuine concerns.

Training

The completion of fraud awareness training is a mandatory requirement for all Metre Ltd staff and Board members. Fraud awareness literature, this policy, and the Fraud Response Plan form part of the staff induction pack. Metre Ltd will support regional initiatives to raise the awareness of fraud.

Responsibilities

The Chief Executive has overall responsibility for ensuring that proper governance and probity arrangements are in place and maintained. This includes maintaining a sound system of internal control to support the achievement of organizational objectives and managing risk, including risk associated with fraud.

The Audit Committee is responsible for reporting to the Board and Accounting Officer on indications of possible illegal acts or fraud and management’s actions to remedy them. Audit Committee members are required to be familiar with Metre Ltd`s business model, risks, control environment and reporting processes. The Audit Committee should review:

• Management’s assessment of risk in relation to Fraud and the appropriateness of its response to it,
• The anti-fraud policies and arrangements,
• The Financial Reporting process,
• Internal & External auditing processes,
• Document retention programme Director of Corporate Services.

The overall responsibility for managing the risk of fraud has been delegated to the Director of Corporate Services. Key responsibilities include:

• Developing a fraud risk profile and undertaking a regular review of the fraud risks associated with this profile,
• Maintaining an effective Anti-Fraud Policy and Fraud Response Plan,
• Designing an effective control environment to prevent fraud commensurate with the fraud risk profile,
• Establishing appropriate mechanisms for reporting fraud related risk issues,
• Reporting to the Audit Committee and Accounting Officer,
• Communicating the anti-fraud policy,
• Ensuring anti-fraud training is available as required,
• Ensuring that vigorous and prompt investigations are carried out where fraud has occurred or is suspected,
• Taking appropriate legal and/or disciplinary action under advice from the Accounting Officer as required,
• Taking appropriate action against supervisors where supervisory failures have contributed to the commission of the fraud,
• Taking appropriate action against staff that fail to report their suspicions of fraud,
• Taking appropriate action to recover assets,
• Ensuring that actions are taken to minimize the risk of similar frauds occurring in the future.

Managers are responsible for preventing and detecting fraud. This includes:

• Assessing fraud risk in the operations for which they are responsible,
• Ensuring that an adequate system of control exists within their areas of responsibility,
• Ensuring that controls are being complied with and that systems continue to operate effectively,
• Regularly reviewing and testing the control of systems for which they are responsible,
• Implementing new controls to reduce risk of similar fraud occurring where frauds have taken place,
• Ensuring compliance with anti-fraud policies and the fraud response plan with a particular focus on escalating fraud reporting where appropriate,
• It is the responsibility of managers to treat instances of reported fraud in line with their obligations under the Fraud Response Plan.

All staff should conduct themselves lawfully ensuring that they do not commit fraud. It is also the responsibility of staff to act in a manner that protects Metre Ltd from fraud. Every member of Staff is responsible for:

• Acting with propriety in the use of official resources and handling the use of public funds,
• Conducting themselves in accordance with the seven principles of public life (selflessness, integrity, objectivity, accountability, openness, honesty, and leadership),
• Being alert to indicators of fraud,
• Reporting immediately if they suspect fraud has been committed,
• Co-operating fully with those performing internal checks, reviews, or fraud investigations,
• Assisting management with fraud investigations.

Internal Audit are responsible for:

• Delivering an opinion to the Accounting Officer on the adequacy of arrangements for managing the risk of fraud,
• Assisting in the deterrence and prevention of fraud by examining and evaluating the effectiveness of controls.

Anti Money Laundering

This policy section provides you with information about the Anti Money Laundering practices carried out and applied by by Metre Ltd.

Metre Ltd is committed to the highest standards of the Anti-Money Laundering (AML) compliance and Counter-Terrorism Financing (CTF). To help the government fight the funding of terrorism and money laundering activities, law requires all financial institutions to obtain, verify, and record information that identifies each person opening an account.

Money laundering – the process of converting funds, received from illegal activities (such as fraud, corruption, terrorism, etc.), into other funds or investments that look legitimate to hide or distort the real source of funds.

The process of money laundering can be divided into three sequential stages:

• Placement - At this stage, funds are converted into financial instruments, such as checks, bank accounts, and money transfers, or can be used for purchasing high-value goods that can be resold. They can also be physically deposited into banks and non-bank institutions (e.g., currency exchangers). To avoid suspicion by the company, the launderer may as well make several deposits instead of depositing the whole sum at once, this form of placement is called smurfing.
• Layering - Funds are transferred or moved to other accounts and other financial instruments. It is performed to disguise the origin and disrupt the indication of the entity that made the multiple financial transactions. Moving funds around and changing in their form makes it complicated to trace the money being laundered.
• Integration - Funds get back into circulation as legitimate to purchase goods and services.

Metre Ltd adheres to the principles of Anti-Money Laundering and actively prevents any actions that aim or facilitate the process of legalizing of illegally gained funds. AML policy means preventing the use of the company’s services by criminals, with the aim of money laundering, terrorist financing or other criminal activity.

To prevent money laundering, Metre Ltd neither accepts nor pays cash under any circumstances. The company reserves the right to suspend any client’s operation, which can be regarded as illegal or, may be related to money laundering in the opinion of the staff.

Procedures

Metre Ltd will make sure that it is dealing with a real person or legal entity. Metre Ltd also performs all the required measures in accordance with applicable law and regulations, issued by monetary authorities. The AML policy is being fulfilled within Metre Ltd by means of the following:

• know your customer policy and due diligence
• monitoring of client activity
• record keeping
• Know Your Customer and Due Diligence

Because of the company’s commitment to the AML and KYC policies, each client of the company has to finish a verification procedure. Before Metre Ltd starts any cooperation with the client, the company ensures that satisfactory evidence is produced or such other measures that will produce satisfactory evidence of the identity of any customer or counter party are taken. The company as well applies heightened scrutiny to clients, who are residents of other countries, identified by credible sources as countries, having inadequate AML standards or that may represent a high risk for crime and corruption and to beneficial owners who resides in and whose funds are sourced from named countries.

Individual clients

During the process of registration, each client provides personal information, specifically: full name; date of birth; country of origin; and complete residential address. The following documents are required in order to verify the personal information: A client sends the following documents (in case the documents are written in non-Latin characters: to avoid any delays in the verification process, it is necessary to provide a notarised translation of the document in English) because of the requirements of KYC and to confirm the indicated information:

• Current valid passport (showing the first page of the local or international passport, where the photo and the signature are clearly visible); or
• National identity card (showing both front and back pages);
• Documents proving current permanent address (such as utility bills, bank statements, etc.) containing the client’s full name and place of residence. These documents should not be older than 3 months from the date of filing.

Corporate clients

In case the applicant company is listed on a recognised or approved stock exchange or when there is independent evidence to show that the applicant is a wholly owned subsidiary or a subsidiary under the control of such a company, no further steps to verify identity will normally be required. In case the company is unquoted and none of the principal directors or shareholders already has an account with Metre Ltd, the following documentations must be provided:

• Certificate of Incorporation or any national equivalent;
• Memorandum and Articles of Association and statutory statement or any national equivalent;
• Certificate of good standing or other proof of registered address of the company;
• Resolution of the board of directors to open an account and confer authority on those who will operate it;
• Copies of powers of attorney or other authorities given by the directors in relation to the company;
• Proof of identity of directors in case he/she will deal with Metre Ltd on behalf of the Customer (according to the Individual identity verification rules described above);
• Proof of identity of the beneficial owner(s) and/or the person(s) on whose instructions the signatories on the account are empowered to act (according to the Individual identity verification rules described above).

Monitoring of client activity

In addition to gathering information from the clients, Metre Ltd continues to monitor the activity of every client to identify and prevent any suspicious transactions. A suspicious transaction is known as a transaction that is inconsistent with the client’s legitimate business or the usual client’s transaction history known from client activity monitoring. Metre Ltd has implemented the system of monitoring the named transactions (both automatic and, if needed, manual) to prevent using the company’s services by criminals.

Record keeping

Records must be kept of all transaction data and data obtained for the purpose of identification, as well as of all documents related to money laundering topics (e.g. files on suspicious activity reports, documentation of AML account monitoring, etc.). Those records are kept for a minimum of 7 years after the account is closed.

Measures taken

In cases of an attempt to execute transactions which Metre Ltd suspects that are related to money laundering or other criminal activity, it will proceed in accordance with the applicable law and report suspicious activity to regulating authority.

Metre Ltd reserves the right to suspend any client’s operation, which can be regarded as illegal or may be related to money laundering in the opinion of the staff. Metre Ltd has complete discretion to temporarily block the suspicious client account or terminate an existing client relationship.

Due Diligence

This policy section provides you with information about the Due Diligence practices carried out and applied by by Metre Ltd. In a global context with an increasingly demanding legal framework as regards responsibility of companies towards preventing corrupt practices in their trade relations, approval of this Policy shows not only compliance by Metre Ltd with certain statutes, such as, Bribery Act in UK or Foreign Corrupt Practices Act in the USA (FCPA), but also the alignment of Metre Ltd’s relations with its business partners, suppliers and large customers, with the processes described in international standard ISO 37001 on Anti-bribery Management Systems of Organizations.

Definitions

• Registration means process whereby a business partner, a supplier or any other third party becomes a part of Metre Ltd’s internal systems, either through the Suppliers’ Master or otherwise.
• Compliance databases means third parties’ external tools aimed at managing international databases for the purposes of detecting alerts and negative information (including, without limitation, convictions for corruption, fraud, lists of international trade sanctions or the like).
• Due Diligence means the process to identify and review business partners, suppliers and other third parties with whom Metre Ltdhas relations, in the field of corruption, fraud, international trade sanctions or similar risks.
• Large Customer means customers not deemed to be final store customers with which Metre Ltd has a direct sale relationship. Included in this category are customers of leftovers (leftovers dealers), franchises and sales platforms.
• Action Plan means set of measures that must be implemented, or requirements that must be executed to address or mitigate a risk detected in the Due Diligence process.
• Supplier means third parties who sell products or supply services to Metre Ltd.
• Risk means serious incidents detected throughout the Due Diligence process that must be addressed with an Action Plan or which entail the impracticability of engaging in trade relations with a third party.
• Business partner means suppliers or other third parties with whom Metre Ltd has a particularly relevant connection–such as franchisees or certain suppliers –, and whose risks in the field of corruption are particularly sensitive for Metre Ltd.
• Third party means any person, whether natural o legal, with whom Metre Ltd has trade relations, except for final store customers. Included in this category are any entities which receive contributions from Metre Ltd for sponsorship, patronage or social investment purposes.
• Beneficial owner means natural person or persons who ultimately own or control, whether directly or indirectly, any legal person.

Overarching principles

This Policy will be developed and implemented based upon the following principles:

• Metre Ltd shall identify and review all its Business Partners, Large Customers, Suppliers and Third Parties with whom it has trade relations, in the field of corruption, fraud, international trade sanctions or similar risks (Due Diligence).
• Due Diligence processes shall be performed based upon reasonableness and proportionality principles, and shall have different levels based upon the association of Third Parties with Metre Ltd, whether in terms of business volume, sector or market risk or otherwise.
• Metre Ltd shall not engage in trade with any new Supplier, Business Partner, Third Party or Large Customer who has not been previously identified and reviewed pursuant to this Policy and its implementing regulations.
• Metre Ltd shall not have any trade relations with any Third Parties regarding which risks in the field of corruption, fraud, international trade sanctions or the like, have been detected further to a Due Diligence review, without an Action Plan to remedy or mitigate them having been set in train.
• Upon carrying out any Due Diligence process, Metre Ltd will attempt not to delay the terms set in the Registration process in respect of any Business Partner, Supplier or Large Customer.

Means to implement Due Diligence

Metre Ltd shall employ any available means to carry out an appropriate Due Diligence process, including:

• Suppliers’ Master of Metre Ltd.
• Customers’ Master of Metre Ltd.
• External Compliance databases.
• Direct information requirements to Third Parties by the buyer, and the following departments: Legal, Administration, Compliance and Corporate Procurement.

At any rate, Due Diligence process may entail:

• A questionnaire on the Business Partner, Large Customer, Supplier or any other Third party’s system for corruption prevention.
• The identification of their main shareholders, directors and Beneficial Owner.
• The investigation carried out through External Compliance Databases or otherwise, regarding the information provided by the Business Partner, the Large Customer, the Supplier or any other third Party.

Disclosure of the Policy

This Policy will be available to all employees, and to all stakeholders of the Company on the corporate website. Likewise, the Policy shall be subject to the appropriate disclosure, training and awareness-raising action, aimed at its full understanding and enforcement.

Implementation of the Policy

This Policy may only be implemented in coordination and with the enforcement of the regulations described, and with the appropriate enforcement of the Standard for Procurement Management and the Procedure for Limiting Trade Relations with Suppliers in Restricted or Unauthorized Markets.

Metre Ltd undertakes to assign specific resources to ensure the effective implementation of the Policy.

Metre Ltd shall carry out appropriate processes for the regular identification of current and potential impacts in the field of corruption, fraud, international trade sanctions or similar risks which may occur, and, if appropriate, take the relevant measures to prevent and mitigate any potential negative consequences thereof.

Likewise, Metre Ltd may collaborate with the most relevant stakeholders upon implementing this Policy.

The General Counsel’s Office shall be responsible for implementing and monitoring the Policy as a control system, with the required collaboration from the following departments: Enterprise Risk Management, Technology, Processes and Projects, Administration, Corporate Procurement, Sustainability, and any other department directly associated with the Third Party. Meanwhile, the Internal Audit department shall be responsible for overseeing the Policy.

All Group’s areas, departments and subsidiaries shall be responsible for the appropriate implementation of the Policy, and namely for the application of the principles set out in section 4 above from the moment they engage in relations with Third parties.

Update and Review of the Policy

The Policy will be reviewed and updated, where applicable, to bring it into line with any changes that the business model may undergo, or that may occur in the context where Metre Ltd operates, ensuring at all times the effective implementation thereof.

How to contact us?

If you have any questions or concerns about this Policy, or if you wish to make a complaint, please send a written request to us.

Effective date

This Policy was updated on 08.11.2021 and is effective as of that date.