Compliance Programme V1

Poplars Maritime Consulting Pte. Ltd.

July 1, 2024

1. Purpose and Scope

The purpose of this Compliance Programme is to ensure that Poplars Maritime Consulting Pte. Ltd. ("Poplars") and its employees comply with applicable laws and regulations in global operations, including but not limited to anti-bribery and corruption laws, international trade and sanctions regulations, data protection, anti-money laundering (AML) laws, and the internal Code of Conduct. This programme applies to all employees, management, partners, and business affiliates.

2. Code of Conduct

2.1. Core Principles

Integrity: Conduct business with the highest ethical standards.
Transparency: Maintain openness and fairness in business operations.
Professionalism: Adhere to industry best practices and uphold client trust.

2.2. Employee Conduct

Prohibit any form of discrimination, harassment, or misconduct.
Prohibit misuse of company resources or confidential information for personal gain.
Comply with all applicable laws and regulations to avoid reputational harm.

2.3. Compliance Obligations

All employees must complete compliance training required by the company.
Any potential violations must be promptly reported to the compliance department.

3. Anti-Bribery and Corruption

3.1. Policy Statement

Poplars strictly prohibits employees or affiliates from directly or indirectly engaging in any form of bribery or corruption. Do not offer or accept any undue benefits to or from government officials, clients, or other third parties that could influence business decisions.

3.2. Risk Mitigation

Gifts and Hospitality Policy: All gifts and hospitality must be reasonable, appropriate, and in line with company policies.
Third-Party Due Diligence: Conduct anti-bribery and corruption due diligence on agents, partners, and suppliers.

3.3. Reporting and Investigation

Any violations of the company's anti-bribery and corruption policy can be confidentially reported to the company's designated email address. All reports will be independently investigated by the compliance officer with appropriate actions taken.

4. International Trade Compliance

4.1. Policy Statement

The company is committed to complying with all applicable international trade regulations, including but not limited to export controls, anti-money laundering laws, and relevant sanctions.

4.2. Sanctions Compliance

The company shall not engage in transactions with sanctioned countries, regions, individuals, or entities, including but not limited to the following:

US-Sanctioned Countries and Regions: Such as Iran, North Korea, Russia, Venezuela, etc.
EU-Sanctioned Countries and Regions: Such as Syria, Crimea, etc.

4.3. Key Measures

KYC - Know Your Customer: Identify the true identity of customers and verify if they are on sanctions lists.
Transaction Screening: Conduct comprehensive reviews of all transactions to ensure compliance with export controls and sanctions regulations.

5. Anti-Money Laundering (AML)

5.1. Policy Statement

The company strictly adheres to anti-money laundering laws and regulations to prevent its products or services from being used for illicit activities, such as the U.S. Bank Secrecy Act (BSA) and the EU Sixth Anti-Money Laundering Directive (6AMLD).

5.2. Key Measures

Customer Due Diligence (CDD): Conduct thorough due diligence on all clients and transactions.
Transaction Monitoring: Monitor transactions in real-time to identify and report suspicious activities.
Employee Training: Regularly train employees to identify and report money laundering risks.

6. Cybersecurity Compliance

6.1. Policy Statement

The company is committed to implementing reasonable technical and organizational measures to protect the company's and clients' digital assets from cyber threats.

6.2. Key Measures

Regular Risk Assessments: Conduct regular risk assessments to identify potential vulnerabilities in the company's cybersecurity framework.
Access Control: Restrict access to sensitive information and systems to authorized personnel only.
Incident Response Plan: Develop an incident response plan to ensure prompt handling and recovery from cybersecurity incidents.

7. Training and Compliance Culture

Annual Compliance Training: All employees must complete training on anti-bribery and corruption, trade compliance, and the Code of Conduct.
Compliance Awareness Campaigns: Enhance compliance awareness through regular emails, workshops, and case studies.

8. Monitoring and Improvement

8.1. Internal Audit

Regularly audit business processes to ensure the effectiveness of compliance policies.

8.2. Compliance Reporting

Submit quarterly compliance reports to management summarizing potential risks and improvement recommendations.

8.3. Continuous Improvement

Update compliance policies promptly based on new regulations or business needs.

9. Handling Violations

9.1. Consequences of Violations

Any violations of the Compliance Programme will result in disciplinary actions, including warnings, demotion, or termination, depending on severity. Serious violations may result in legal action or administrative penalties.

9.2. Self-Assessment and Remediation

Conduct root cause analysis for all compliance violations and implement corrective actions to prevent recurrence.

Appendices

List of Relevant Laws

Below are the key international laws the company complies with:

Anti-Bribery Laws:

U.S. Foreign Corrupt Practices Act (FCPA)
UK Bribery Act

International Trade and Sanctions Laws:

U.S. Export Administration Regulations (EAR)
EU Sanctions Regulations
OFAC Sanctions List

AML Laws:

U.S. Bank Secrecy Act (BSA)
EU 6th Anti-Money Laundering Directive

Data Protection Laws:

EU General Data Protection Regulation (GDPR)
China's Personal Information Protection Law (PIPL)

Sanctions Screening Tools

To ensure compliance with sanctions, the following tools are recommended:

LexisNexis Bridger Insight: Offers comprehensive sanctions lists and AML screening capabilities.
Dow Jones Risk & Compliance: Provides real-time updates on sanctions and political risks.
OFAC Online Tool: Free tool to check U.S. sanctions lists.
EU Sanctions Map: A visualization tool for EU sanctions regulations.

ESG Policy

Poplars Maritime Consulting Pte. Ltd.

Introduction

Poplars Maritime Consulting Pte. Ltd. is committed to integrating Environmental, Social, and Governance (ESG) principles into its business operations. As a professional ship brokerage and financing consultancy, we recognize the responsibility to not only create economic value but also protect the environment, promote social well-being, and uphold high standards of corporate governance. This ESG policy serves as a guide for achieving our sustainability goals while fulfilling our commitments to stakeholders.

1. Environmental Policy

1.1 Commitments

Reduce Carbon Footprint: Optimize energy usage, minimize greenhouse gas emissions, and promote green shipping solutions.
Efficient Resource Use: Prioritize sustainable practices and minimize resource waste in operations.
Environmental Protection: Comply with international and regional environmental regulations and support marine ecosystem conservation.

1.2 Implementation Measures

Advocate for and adopt low-emission vessel solutions.
Introduce green technologies to support vessel decarbonization and sustainable operations.
Regularly evaluate environmental performance and share best practices with industry partners.

2. Social Policy

2.1 Employee Well-Being

Provide a healthy, safe, and inclusive workplace that ensures employee rights.
Support employee career development with fair promotion opportunities and professional skill training.
Maintain a zero-tolerance policy for discrimination, harassment, or unfair treatment.

2.2 Community Impact

Support the maritime industry and local communities through collaboration and philanthropic activities.
Commit to providing industry training and educational support to young professionals.
Adhere to labor standards and avoid any involvement in forced labor or child labor activities.

3. Governance Policy

3.1 Compliance and Ethics

Comply with all applicable laws and regulations to ensure transparent and lawful operations.
Implement anti-bribery and anti-corruption policies to foster a culture of integrity.
Establish a confidential whistleblowing mechanism to support employees in reporting potential violations.

3.2 Board and Management

Ensure diversity and professionalism in corporate governance, supporting industry best practices.
Regularly review ESG performance and disclose progress to stakeholders.
Integrate ESG principles into the company's strategic decision-making and risk management processes.

4. Sustainability Goals and Evaluation

Establish short- and long-term ESG goals and measure performance through Key Performance Indicators (KPIs).
Publish annual ESG reports to transparently showcase progress and improvement plans.
Continuously optimize ESG strategies to meet industry needs and global trends.

5. Policy Communication and Training

Ensure that all employees, suppliers, and partners understand and comply with the ESG policy.
Conduct regular ESG training to help stakeholders adapt to policy requirements.
Encourage stakeholders to provide suggestions for improving ESG practices.

6. Appendices

6.1 List of Relevant Laws and Regulations

Paris Agreement
UN Sustainable Development Goals (SDGs)
ILO Fundamental Conventions
Anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act

6.2 Tools and Frameworks

Carbon footprint calculation tools (e.g., GHG Protocol)
ESG performance evaluation platforms (e.g., MSCI or Sustainalytics)
Supply chain compliance tools (e.g., Sedex and EcoVadis)
Stakeholder management tools (e.g., regular meetings or surveys)

By implementing this ESG policy, Poplars Maritime Consulting Pte. Ltd. strives to promote sustainable development and create long-term value for its employees, clients, industry, and the environment.