POOLE AUDIT
ANTICORRUPTION POLICY AND GUIDELINES

Effective Date: June 16, 2026
Version: 1.0
Approved by: Terry Poole, Owner

Policy Statement

Poole Audit maintains a strict zero-tolerance policy toward bribery, corruption, kickbacks, facilitation payments, and any form of improper payment or advantage offered, promised, given, solicited, or accepted in connection with our business activities.

We are committed to conducting all operations and engagements ethically, transparently, and in full compliance with: - The U.S. Foreign Corrupt Practices Act (FCPA) - All applicable U.S. federal and state laws - Relevant anti-corruption and anti-bribery laws of any country where we or our clients operate or where our services are performed (including Mexican federal anti-corruption laws and the National Anticorruption System when applicable) - International standards and best practices for anti-bribery management.

This policy applies to the Owner, COO, all independent contractors, agents, and any third parties acting on behalf of or for the benefit of Poole Audit. We expect the same high standards from our vendors, subcontractors, and business partners.

Corruption undermines fair competition, distorts markets, exposes the firm and individuals to severe legal penalties (including fines and imprisonment), and damages our reputation and client relationships. Compliance is both a legal obligation and a core business imperative.

Definitions

Bribery: Offering, promising, giving, or accepting anything of value (money, gifts, hospitality, favors, information, etc.) with the intention of inducing or rewarding improper performance of a function or activity, or to obtain or retain business or an improper advantage.

Kickback: A form of bribery where a portion of a contract or payment is returned to the person who facilitated or influenced the award of the contract.

Facilitation Payment (or “Grease Payment”): A small payment to a public official to expedite or secure the performance of a routine, non-discretionary governmental action (e.g., processing permits, customs clearance). Poole Audit prohibits facilitation payments entirely, even where they may be legal or customary in some jurisdictions.

Public Official: Any officer or employee of a government (including state-owned or state-controlled enterprises such as national oil companies), political party, or public international organization, or any person acting in an official capacity for or on behalf of any such entity. This definition is broad and includes employees of Company-like entities when applicable to engagements.

Anything of Value: Broadly interpreted to include cash, gifts, meals, entertainment, travel, lodging, job offers, scholarships, political or charitable contributions, discounts, or any other tangible or intangible benefit.

Third Party: Any individual or entity that performs services for or on behalf of Poole Audit, including independent contractors, consultants, agents, subcontractors, vendors, and intermediaries.

Prohibited Conduct

No associated person or third party acting on our behalf shall, directly or indirectly:

1. Offer, promise, give, or authorize the giving of anything of value to any person (public or private) to improperly influence their actions or decisions, to obtain or retain business, or to secure any improper advantage.
2. Solicit, accept, or agree to accept anything of value as an inducement or reward for improper performance or to confer an improper advantage.
3. Make facilitation payments.
4. Use corporate funds or resources for political contributions, charitable donations, or sponsorships without proper approval and documentation demonstrating legitimate business purpose and absence of corrupt intent.
5. Create, maintain, or use off-book accounts, secret funds, or falsify books and records to conceal improper payments or transactions.
6. Fail to accurately record all transactions in a timely manner in accordance with applicable accounting standards and internal controls.

These prohibitions apply worldwide and regardless of whether the conduct occurs in the course of official duties or “off the clock.”

Gifts, Hospitality, Meals, and Entertainment

Gifts and hospitality can be legitimate tools for building relationships but carry corruption risk. Strict rules apply:

• General Rule: Gifts, meals, and entertainment must be modest, transparent, given for a legitimate business purpose, and not intended (or reasonably appear intended) to influence a decision or create an obligation.

• Thresholds and Approvals (to be confirmed/adjusted in Program procedures):

• – Items or events valued under approximately $100 USD (or local equivalent) per person per occasion: Generally permissible if they meet the general rule and are documented in expense reports.
• – Items or events valued at $100–$250: Require pre-approval by the COO or Owner and entry in the Gifts and Hospitality Register.
• – Items or events over $250 or any involving public officials, lavish travel, or multiple occurrences with the same recipient: Generally prohibited or require documented Owner approval after legal/compliance review.

• Never Acceptable: Cash or cash equivalents; gifts to or from parties involved in active audits or bid processes without heightened scrutiny; anything given with explicit or implicit “strings attached”; gifts that would embarrass the firm if disclosed publicly.

• Public Officials: Extra caution. Even modest courtesies may be problematic. Pre-approval by Owner required in all cases involving public officials.

• Reciprocal Offers: If you are offered a gift or hospitality that violates these rules, politely decline and explain our policy. Report the offer to the Owner/COO.

All gifts/hospitality given or received above de minimis levels must be logged with date, recipient/giver, description, value estimate, business purpose, and approval.

Third-Party Due Diligence and Controls

We recognize that we can be held liable for corrupt acts by third parties acting on our behalf. Therefore:

• Appropriate due diligence (background checks, questionnaires, reference verification, adverse media screening) shall be conducted on all new or high-risk third parties (especially those who will interact with clients, government entities, or handle funds) before engagement and periodically thereafter.
• All contracts with third parties shall include robust anti-corruption representations, warranties, covenants, audit rights, and termination-for-breach clauses.
• We reserve the right to audit third-party compliance with our policies and applicable law.
• Red flags (e.g., unusual payment requests, close relationships with decision-makers, requests for payments to third countries, reluctance to provide compliance certifications) must be escalated and resolved before proceeding.

Books, Records, and Internal Controls

• All transactions must be recorded accurately, completely, and in a timely manner.
• Supporting documentation (invoices, receipts, contracts, approval forms) must be retained.
• No false, misleading, or incomplete entries are permitted for any reason.
• Periodic internal reviews of expenses, gifts registers, and third-party payments shall be conducted.

Mergers, Acquisitions, Joint Ventures, and New Market Entry

Before entering new business relationships, significant investments, or geographic markets with elevated corruption risk, enhanced due diligence and risk assessment shall be performed, with results reviewed by the Owner.

Training and Awareness

All associated persons shall receive anti-corruption training tailored to their roles upon engagement and at least annually. Training shall cover this policy, red flags, reporting obligations, and practical scenarios relevant to energy sector auditing and consulting.

Reporting, Investigation, and Non-Retaliation

Suspected violations must be reported promptly. Investigations will be conducted fairly, confidentially, and promptly. The firm will take appropriate remedial and disciplinary action.

Retaliation against good-faith reporters or participants in investigations is prohibited and itself a serious violation.

Consequences

Violations may result in termination of engagement/relationship, forfeiture of compensation, and reporting to law enforcement or regulatory authorities. Individuals may face personal civil and criminal liability.

Questions and Guidance

When in doubt, ask before acting. Contact the Owner or COO for guidance on specific situations.

Terry Poole
Owner, Poole Audit
Date: June 16, 2026
________________________________________
________________________________________
Document Control
Version 1.0 – June 16, 2026 – Initial Release – Approved by Terry Poole, Owner
Poole Audit – Integrity. Excellence. Trust. | Third Generation of Professional Audit Services
This document is confidential and intended solely for internal use and authorized distribution in connection with legitimate business development and contracting activities.