Anti-Bribery and Corruption Manual

Version 1 | Approved 25 March 2026

1. Message from the Founder

Integrity is not a department at GMA Consultancy — it is the product we sell. As a firm built to guide banks, NGOs, and regulated entities across Lebanon, Iraq, the UAE, and beyond through their most sensitive compliance obligations, GMA can only be credible in that role if its own house is unquestionably in order. This Anti-Bribery and Corruption (ABC) Manual sets out, in practical and enforceable terms, how every person who represents GMA — whether as founder, employee, associate, or subcontractor — is expected to act.

This Manual reflects Lebanese law, the international conventions Lebanon has acceded to, and the best-practice frameworks that GMA itself advises clients to adopt. Holding ourselves to the same standard we ask of our clients is, in our view, the only credible way to practice this profession.

Wissam Maroun, CAMS | Founder & General Manager, GMA Consultancy S.A.R.L

2. Purpose

This Manual establishes GMA Consultancy’s anti-bribery and anti-corruption framework. It sets the minimum standards of conduct expected of the Founder, employees, consultants, associates, subcontractors, and any other party acting for or on behalf of GMA (collectively, “GMA Personnel”), and it defines the controls, reporting lines, and consequences that give that standard practical effect.

The purpose of this Manual is to:

• Prevent bribery and corruption in any form, in any jurisdiction in which GMA operates or is engaged;
• Provide GMA Personnel with clear, workable guidance on recognizing and responding to bribery and corruption risk;
• Protect GMA’s independence, reputation, and licence to operate as a trusted compliance and governance advisor; and
• Demonstrate, to regulators, clients, and partners, that GMA applies to itself the same standard of governance it recommends to others.

This Manual gives full operational effect to the anti-bribery and corruption commitment stated at summary level in Section 5 of GMA’s Compliance Statement (GMA-COMP-2026-001).

3. Scope and Application

This Manual applies to GMA Consultancy (Governance, Monitoring & Advisory) S.A.R.L in its entirety — to the Founder & General Manager, all employees and engaged consultants, and all associates, subcontractors, translators, or local partners retained by GMA in any jurisdiction (“Associated Persons”) — wherever GMA conducts business, whether in Lebanon or in the course of cross-border engagements in Iraq, the UAE, or other jurisdictions.

GMA expects the same standard from any Associated Person acting on its behalf as it expects of its own Personnel. Engaging a third party to do indirectly what this Manual prohibits directly is itself a breach of this Manual.

4. Regulatory and International Framework

This Manual is built on, and should be read together with, the following legal and international instruments:

4.1 Lebanese Legal Framework

• Law No. 175/2020 on Combating Corruption in the Public Sector and the Establishment of the National Anti-Corruption Commission (NACC), published in the Official Gazette on 14 May 2020, which for the first time defines corruption under Lebanese law and criminalizes bribery, trading in influence, and related offences by reference to the Lebanese Penal Code;
• The Lebanese Penal Code provisions on bribery and the abuse of public functions, which apply to dealings with Lebanese public officials by GMA Personnel and Associated Persons;
• Law No. 83/2018 on the Protection of Whistleblowers, dated 10 October 2018, which protects any person who discloses information related to corruption from retaliation, and which informs the protections GMA extends under Section 16 of this Manual;
• Law No. 44/2015 on Fighting Money Laundering and Terrorist Financing, which governs GMA’s own advisory domain and reinforces the firm’s obligation to apply the highest standards of financial-crime prevention internally, not only to clients; and
• Lebanon’s illicit enrichment legislation, which criminalizes unexplained increases in the wealth of public officials and is directly relevant to GMA’s due diligence obligations when engaging with public-sector counterparts.

4.2 International Framework

• The United Nations Convention against Corruption (UNCAC), adopted by the UN General Assembly on 31 October 2003 and acceded to by Lebanon in 2008/2009, which is the principal global treaty against corruption and the primary international reference point for this Manual, in particular its Article 12 provisions on private-sector integrity;
• The Ten Principles of the United Nations Global Compact, in particular Principle 10 (“Businesses should work against corruption in all its forms, including extortion and bribery”), which GMA has embedded in both this Manual and its Code of Conduct;
• The OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, used as a best-practice benchmark given GMA’s cross-border client base;
• FATF standards and guidance on corruption, PEPs, and beneficial ownership transparency, which inform GMA’s own due diligence practices toward Associated Persons and counterparties; and
• ISO 37001 (Anti-Bribery Management Systems), whose core control elements — risk assessment, due diligence, financial controls, reporting channels, and management review — have shaped the structure of this Manual.

5. Definitions

For the purposes of this Manual:

Bribery

Bribery is the offering, promising, giving, requesting, or receiving of any financial or non-financial advantage, directly or indirectly, in order to induce or reward a person to act improperly, or to reward such improper conduct, in connection with GMA’s business.

Corruption

Corruption is the abuse of entrusted power, position, or influence for private gain, whether that power belongs to a public official or a private-sector counterparty.

Facilitation Payment

A facilitation payment is a small, informal payment made to a public official to secure or speed up a routine or administrative action to which GMA or a client is already entitled. Facilitation payments are treated as bribes under this Manual (see Section 12).

Public Official

Any person holding a legislative, judicial, executive, administrative, military, or security position, whether elected or appointed, permanent or temporary, paid or unpaid; any official or employee of a public international organization (e.g., the UN, World Bank, IMF); and any candidate for public office.

Politically Exposed Person (PEP)

An individual who is or has been entrusted with a prominent public function, together with their immediate family members and close associates, consistent with FATF guidance and GMA’s own client-facing PEP screening methodology.

Associated Person

Any third party — subcontractor, associate, local partner, translator, or agent — that performs services for or on behalf of GMA, in Lebanon or in any jurisdiction in which GMA is engaged.

Gratification

Any money, gift, loan, fee, reward, commission, valuable security, property, favor, service, or other advantage.

6. Roles and Responsibilities

GMA is a boutique advisory firm; accountability for this Manual is therefore concentrated and direct rather than distributed across large committees. The following roles apply:

6.1 Founder & General Manager

• Owns this Manual, approves it, and reviews it at least annually or upon any material change in law;
• Sets the tone from the top and is personally accountable for GMA’s anti-bribery culture;
• Receives and decides on all gift, hospitality, and conflict-of-interest disclosures (Sections 9–10);
• Approves the engagement of any Associated Person following due diligence (Section 13); and
• Decides on escalation to external counsel or the relevant authorities where a suspected violation is confirmed.

6.2 Compliance Function

• Maintains and updates this Manual and the Gift & Hospitality Disclosure Log;
• Advises GMA Personnel on the application of this Manual to specific situations;
• Conducts due diligence on Associated Persons and higher-risk counterparties; and
• Reports, on a periodic basis, to the Founder & General Manager on gifts received, disclosures made, and any issues identified.

6.3 All GMA Personnel

• Comply with this Manual and with all applicable laws in every jurisdiction in which they act for GMA;
• Complete anti-bribery training as required under Section 15;
• Disclose gifts, hospitality, and conflicts of interest as set out in this Manual; and
• Report, in good faith, any suspected breach of this Manual through the channels set out in Section 16.

6.4 Associated Persons

Any subcontractor, associate, or local partner engaged by GMA must contractually agree to comply with the principles of this Manual as a condition of engagement. GMA reserves the right to terminate any engagement where an Associated Person is found to have acted in breach of this Manual.

7. GMA’s Zero-Tolerance Statement and Prohibited Conduct

GMA Personnel and Associated Persons must never, directly or through a third party:

• Offer, promise, or give any gratification to induce or reward improper conduct;
• Request, agree to receive, or accept any gratification in exchange for improper conduct;
• Offer, promise, or give any advantage to a public official to obtain or retain business or an improper advantage;
• Make or authorize any facilitation payment (see Section 12);
• Use an intermediary, agent, or Associated Person to do indirectly what this Manual prohibits directly; or
• Process, or knowingly deal with, funds reasonably suspected of resulting from bribery or corruption.

8. Conflicts of Interest

A conflict of interest arises whenever GMA, its Founder, or any GMA Personnel is, or could reasonably appear to be, influenced by a personal, financial, or family interest in a way that compromises — or appears to compromise — the independence and objectivity GMA owes to its clients.

GMA Personnel must disclose, promptly and in writing to the Founder & General Manager (or, if the conflict concerns the Founder, to independent external counsel retained for that purpose), any situation in which:

• They, or a close family member, hold a financial interest in a current or prospective GMA client or counterparty;
• They are offered a directorship, advisory role, or paid external engagement that could reasonably conflict with GMA’s client work; or
• They are asked to advise on, or participate in, an engagement involving a party with whom they have a pre-existing personal or financial relationship.

Disclosed conflicts will be assessed and resolved on a case-by-case basis, in a manner that protects both GMA’s independence and the interests of the affected client. Where a conflict cannot be adequately managed, GMA will decline or withdraw from the engagement. The parallel conflict-of-interest standard that applies to GMA’s CSR and community initiative activities is set out in Section 9 of GMA’s CSR & Governance Framework (GMA-CSR-2026-001).

9. Gifts and Hospitality

GMA Personnel may not offer, give, solicit, or accept any gift, hospitality, or other benefit where doing so is intended, or could reasonably be perceived, to influence a business decision or to induce improper conduct. This section sets the specific thresholds and reporting obligations that apply to any gift or hospitality connected to GMA’s business.

9.1 Monetary Thresholds

Any gift or hospitality that exceeds either threshold above must be politely declined. Where declining would cause genuine offence and damage a legitimate business relationship, the recipient must still disclose the gift within 24 hours as set out below and follow the Founder & General Manager’s instruction on its disposal (e.g., return, donation to charity, or use as a shared office item).

9.2 Disclosure Requirement

Every gift accepted by any GMA Personnel in connection with GMA’s business — regardless of value — must be reported by email to the General Manager within 24 hours of receipt. The disclosure email must include:

• The name of the individual and organization offering the gift;
• A description of the gift and its estimated retail value;
• The date received and the business context in which it was offered; and
• Confirmation of whether this is the first gift from that source within the preceding 12 months, and if not, the cumulative value received to date.

The General Manager maintains the Gift & Hospitality Disclosure Log (Appendix II) and reviews it periodically to ensure that no individual source approaches or exceeds the cumulative threshold, and that no pattern of undisclosed gifts is emerging.

9.3 Gifts to Public Officials

Gifts or hospitality offered by GMA to a public official, or accepted from a public official, are subject to stricter scrutiny given the heightened bribery risk involved (see Section 11). Any such gift, regardless of value, must be pre-approved by the General Manager before it is offered, and disclosed within 24 hours if received.

9.4 What Is Never Acceptable

• Cash or cash equivalents (e.g., gift cards, vouchers convertible to cash) in any amount;
• Gifts offered or accepted during an active tender, bid, or contract negotiation with the giver or recipient;
• Hospitality that is lavish, frequent, or disproportionate to the legitimate business purpose it serves; and
• Any gift or hospitality offered with an explicit or implicit expectation of a reciprocal favor.

10. Charitable Contributions and Sponsorships

GMA may, from time to time, support charitable causes consistent with its values and its commitment to Lebanese civil society. Any donation or sponsorship made in GMA’s name must:

• Be approved in advance by the General Manager;
• Be made to an organization with a clearly legitimate public purpose and a verifiable track record;
• Never be made to, or channeled through, an entity connected to a PEP, public official, or existing/prospective counterparty in a manner that could reasonably be perceived as an inducement; and
• Be paid through traceable means (bank transfer or cheque) to the order of the beneficiary organization — never in cash and never to an individual.

All donations and sponsorships are recorded in GMA’s financial records and are available for review by the Compliance Function.

11. Dealing with Public Officials and PEPs

Given GMA’s regulatory advisory work — including engagements that involve licensing, regulatory submissions, and dialogue with central banks and supervisory authorities in Lebanon, Iraq, the UAE, and other jurisdictions — interactions with public officials and PEPs carry elevated bribery risk and require particular care.

• Any business courtesy extended to a public official must be given openly and transparently, must never involve cash, and must never be timed to coincide with a pending regulatory decision, licensing application, or approval affecting GMA or a GMA client;
• GMA Personnel must never offer, promise, or give anything of value to a public official to expedite, influence, or secure a favorable outcome on a licensing, registration, or regulatory matter;
• Where a GMA engagement requires interaction with a PEP-linked entity, the Compliance Function applies enhanced due diligence consistent with GMA’s own AML/CFT advisory methodology before the engagement proceeds; and
• GMA Personnel must observe any stricter gift-acceptance rules that apply to the public institution or official concerned, even where those rules are more restrictive than Section 9 of this Manual.

12. Facilitation Payments

GMA prohibits facilitation payments of any kind, by any GMA Personnel or Associated Person, in any jurisdiction. A facilitation payment is treated as a bribe under this Manual regardless of its size or of local custom.

If a GMA Personnel or Associated Person is confronted with a demand for a facilitation payment and has no reasonably safe alternative but to make the payment (for example, where personal safety is at risk), they must:

• Pay the minimum amount necessary to resolve the immediate situation;
• Obtain a receipt or documentary evidence wherever possible; and
• Report the incident to the General Manager within 24 hours, providing full details of the amount, recipient, and circumstances.

Such reports are treated as compliant disclosures, not as violations, provided they are made promptly and in good faith.

13. Due Diligence on Associated Persons and Third Parties

Before engaging any subcontractor, local associate, translator, or agent to act on GMA’s behalf, the Compliance Function conducts risk-based due diligence appropriate to the nature, value, and jurisdiction of the engagement, including:

• Verification of the identity and beneficial ownership of the third party;
• Screening against sanctions lists and adverse media, using the same methodology GMA applies for client engagements;
• Assessment of whether any director, owner, or principal of the third party is a public official or PEP; and
• Review of the third party’s reputation, operating history, and any prior allegations of bribery or corruption.

Enhanced due diligence applies where the engagement involves a higher-risk jurisdiction, a public-sector interface, or payment terms disproportionate to the services rendered.

Every engagement contract with an Associated Person must include: (i) an undertaking that the Associated Person will not engage in bribery or corruption in connection with GMA’s business; (ii) a right for GMA to audit or request supporting records; and (iii) a right for GMA to terminate the engagement immediately upon a confirmed breach.

14. Record Keeping

• GMA maintains accurate, complete financial and engagement records that fairly reflect all transactions, including gifts, hospitality, donations, and payments to Associated Persons;
• No GMA account, invoice, or record may be used to conceal or misrepresent the true nature of any payment; and
• Records relevant to this Manual (disclosure logs, due diligence files, training records) are retained for a minimum of five years, consistent with GMA’s AML/CFT record-keeping standards.

15. Recruitment and Communication

15.1 Recruitment

Employment and engagement decisions at GMA are made strictly on merit — skills, experience, and integrity — and are never used as a means to reward, induce, or obtain business from any party.

15.2 Training and Awareness

• This Manual is provided to, and acknowledged in writing by, every GMA Personnel upon joining the firm;
• The General Manager and Compliance Function deliver periodic refresher awareness on bribery and corruption risk to all GMA Personnel, and to key Associated Persons where appropriate; and
• This Manual is made available to all GMA Personnel at all times and is reviewed at least annually.

16. Whistleblowing and Reporting

GMA encourages any GMA Personnel, Associated Person, client, or other party who suspects or observes a breach of this Manual to report it promptly, in good faith, to the General Manager, or — where the concern involves the General Manager — to independent external counsel designated for this purpose.

Consistent with the protections established under Lebanese Law No. 83/2018 on the Protection of Whistleblowers, GMA commits that:

• Reports will be treated in strict confidence, with identity disclosed only on a strict need-to-know basis;
• No GMA Personnel will suffer retaliation, disciplinary action, or disadvantage as a result of a good-faith report, even where the report is not substantiated; and
• Reports made maliciously or knowingly containing false information do not benefit from this protection and may themselves result in disciplinary action.

17. Non-Compliance

GMA treats any confirmed breach of this Manual with the utmost seriousness. Depending on the nature and severity of the breach, consequences may include disciplinary action up to and including termination of employment or engagement, termination of an Associated Person’s contract, referral to the relevant Lebanese authorities (including the National Anti-Corruption Commission where applicable), and, where the breach involves a client engagement, notification to the affected client consistent with GMA’s professional and contractual obligations.

18. Periodic Review

This Manual is reviewed by the General Manager and Compliance Function at least annually, and on an ad hoc basis following any material change in Lebanese law, the international frameworks referenced in Section 4, or GMA’s business model. The version history and effective date of the current version appear on the cover page of this document.

Appendix I — Bribery and Corruption Red Flags

The following are indicative red flags that should prompt GMA Personnel to pause, question, and, where appropriate, escalate to the General Manager before proceeding:

• A counterparty or Associated Person insists on payment in cash, or to a jurisdiction unrelated to where it operates;
• A counterparty refuses to provide an invoice or receipt for a payment;
• A third party requests an unusually high commission disproportionate to the service rendered;
• A public official or their close associate requests a donation to a specific charity in connection with a pending regulatory matter;
• An engagement structure requires the use of an intermediary with no clear business rationale;
• A counterparty is unusually generous with gifts or hospitality shortly before or during a decision affecting them;
• A request is made to backdate, mischaracterize, or omit a transaction from GMA’s records; and
• A third party has a known reputation for, or has been previously investigated in connection with, bribery or corruption.

Appendix II — Gift and Hospitality Disclosure Log (Template)

The table below is the standard format used by the General Manager to log all gift and hospitality disclosures received under Section 9.

Approval

This Anti-Bribery and Corruption Manual is approved and issued by: