INTRODUCTION

Gibbs International, Inc., and its affiliates and subsidiaries (“Gibbs”) is committed to complying with applicable anti-corruption laws, regulations, and policies.  The U.S. Government and many other foreign governments have implemented these laws to prohibit the making or offering of bribes to public officials in connection with retaining business or securing any other improper advantage.

Gibbs must comply with these rules, which may affect our operations and activities in the United States and abroad, whether conducted directly or indirectly through third parties.

PURPOSE

This Anti-Corruption Policy (“Policy”) provides a framework for (1) promoting effective

compliance with applicable anti-corruption laws and regulations by Gibbs; (2) designating organizational responsibilities for compliance with these laws and regulations throughout Gibbs’ business operations; and (3) encouraging a commitment to compliance with laws, transparency, and integrity in all business activities as set forth in Gibbs’ Code of Business Conduct and Ethics.

SCOPE

This Policy addresses anti-corruption laws, regulations and other standards concerning

bribery of “Public Officials” and commercial bribery, including but not limited to: (1) the U.S. Foreign Corrupt Practices Act (“FCPA”); (2) other relevant laws and regulations of the United States or any foreign country where Gibbs or Covered Persons conduct business, transactions, dealings, or operations; and (3) the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and the Convention’s Commentaries.

POLICY

It is the policy of Gibbs that it and all Covered Persons must comply with applicable anti-corruption laws and regulations.  It is also the policy of Gibbs that neither it nor any Covered Person:

1. Has authority to engage in any activity inconsistent with, or a violation of, the anticorruption laws and regulations covered by this Policy, nor to authorize, direct, or condone such conduct by any Covered Person or designated Outside Party;

2. Shall demand or solicit, or be expected to provide, any bribe or other undue advantage; or

3. Shall use subcontracts, purchase orders, agreements, arrangements, or other vehicles as means of channeling payments to a Public Official or to a business associate or close family relatives of a Public Official, known as “Politically Exposed Persons.”

APPLICABILITY

This Policy applies to all directors, officers, and employees of Gibbs, who are always defined as and considered to be “Covered Persons,” on a world-wide basis.  Where necessary and appropriate, other individuals or parties acting on behalf of Gibbs, including “Outside Parties” and “Business Venture Partners,” as hereinafter defined, may be included within the scope of Covered Persons. For purposes of training requirements, however, such Outside Parties and Business Venture Partners will be deemed Covered Persons only when specifically designated as such by the Vice President & General Counsel or his or her designee.

DEFINITIONS

Anti-bribery prohibitions of the FCPA: Those provisions of the act that prohibit a Covered Person from taking any action in furtherance of a “bribe” to any foreign government official, with a corrupt motive, for the purpose of (a) influencing an official act or decision of that official or to affect a government act or decision; (b) inducing that official to do or omit to do any act in violation of a lawful duty; or (c) securing any improper advantage, in order to obtain, retain, or direct business to any person.

Bribe: means to pay, give, promise, agree, offer, further, transfer, or authorize anything of value, which may include a payment (cash or in-kind), loan, kickback, gift, fee, commission, reward, contribution, donation, reimbursement of expense(s), reciprocal favor, job or educational opportunity, advantage, support, or any other benefit for prohibited purposes.

Business Venture Partner: includes shareholders, prime contractors, teaming partners, joint venture partners, or foreign affiliates or offices.

Government Official: means any (a) person working for the government, or a government agency, subdivision, or instrumentality, including but not limited to those employed or working for state owned or controlled enterprises, (b) political party or party official, (d) candidate for political office, or (d) any other person while “knowing that the payment or promise to pay will be passed on to one of the above.

Improper Activity: could include circumstances even where (a) the benefit or thing of value sought is for someone other than the person or party making the bribe; (b) the business sought is not with a government; (c) the bribe is not successful, and no business is awarded or no benefit is obtained; (d) no competitive advantage is secured for Gibbs; or (e) the official or person receiving the bribe is not the government or administrative decision-maker for the benefit sought by Gibbs.

Knowledge: includes actual knowledge of corrupt activity, or circumstances where a person is aware of, but consciously disregards, a high probability that a bribe or offer will be made.

Outside Parties: includes agents, consultants, representatives, distributors, subcontractors, or authorized service providers.

Politically Exposed Person or PEP: dealings with an individual who is a close family relative to Government Officials, such as by blood or marriage.

DESIGNATION OF POLICY MANAGER

The Vice President & General Counsel or his or her designee (the “Policy Manager”) is responsible for managing and implementing this Policy.

The Policy Manager is: (1) a senior official of Gibbs; (2) competent regarding anti-corruption compliance laws and regulations covered by this Policy; (3) familiar with Gibbs’ organizational operations and all aspects of the its Anti-Corruption Compliance Program (“Compliance Program”) standards and procedures; and (4) knowledgeable of government guidance documents and legal developments concerning anti-corruption matters.  The Policy Manager is responsible for serving as the focal point for all compliance-related questions and concerns of Gibbs covered by this Policy. The Policy Manager oversees the development, implementation, and conduct of the Compliance Program, as well as communication of anti-corruption standards and procedures to Covered Persons. The Policy Manager may designate a deputy or deputies from time to time to assist with implementation of this Policy.

COVERED PERSON RESPONSIBILITIES

All Covered Persons are responsible for:

1. Complying with applicable anti-corruption laws and regulations by not making, offering, promising, authorizing, assisting, or taking any other act in furtherance of a “bribe” or “Improper Activity;”

2. Not making any contribution to any political party, political organization, candidate for public office, or elected public official on behalf of Gibbs or by using funds or assets;

3. Maintaining accurate documentation and records of any and all transactions entered into by or on behalf of Gibbs;

4. Completing the appropriate level of compliance training as directed by the Policy Manager;

5. Reporting information to the Policy Manager and appropriate Gibbs organizational leadership as advisable by this Policy; and

6. Cooperating with any reviews conducted by Gibbs or the U.S. Government concerning violations or suspected violations of this Policy.

GIBBS BUSINESS LEADERS

The various business leaders, supervisors, managers, officers, directors working world wide for Gibbs International, Inc., and its affiliated subsidiaries, partnerships, and organizations are responsible for fostering adherence to this Policy by:

1. Promoting Covered Persons’ awareness of the importance of, requirements, and steps necessary to comply with applicable anti-corruption laws and regulations, and the effect on Gibbs in the event of non-compliance;

2. Following procedures that discourage and detect bribery, corrupt practices, or other Improper Activities; and

3. Encouraging the appropriate level of training for Covered Persons under their direction to ensure compliance with this Policy and applicable anti-corruption laws and regulations; and

4. Cooperating with efforts to discipline Covered Persons for violations of this Policy and applicable anti-corruption laws and regulations.

GIBBS ANTI-CORRUPTION COMPLIANCE PROGRAM

General

The Chief Executive Officer of Gibbs is responsible for authorizing a program to be established and maintained by the Policy Manager for promoting compliance with anti-corruption laws and regulations covered by this Policy.

The Policy Manager has the authority to report matters concerning this Policy or the Compliance Program directly to Gibbs’ Chairman of the Board of Directors.

Designated Personnel

As directed by the Policy Manager, designated Covered Persons of Gibbs are responsible for implementing this Program and thereby:

1. Assuring that no payments are made by, to, or from Gibbs or Covered Persons in violation of this Policy or applicable laws and regulations, and that relevant payments are properly authorized;

2. Evaluating direct and indirect dealings with Public Officials, as well as conducting anti-corruption risk assessments when warranted, whether with regard to Public Officials, Outside Parties, or Business Venture Partners;

3. Reviewing, and where reasonable and lawful approving:

(a) The furnishing of business entertainment, gifts, favors, or other benefits to Public Officials;

(b) Any payment for or reimbursement of travel or travel-related expenses related to Public Officials;

(c) The making of Facilitating Payments to Public Officials; or

(d) The donation of any charitable contribution or scholarship, whether cash or in-kind, to Public Officials; or

(e) The hiring or retention of current or former Public Officials or known family or close associates of Public Officials, or

(f) Requests by host country governments or Public Officials for support from Gibbs, where Gibbs’ operations are remote or country government resources in the region are limited.

4. Resolving concerns about whether certain activities may be considered “red flags” indicating bribes, corrupt payments, or other Improper Activities;

5. Ensuring that appropriate due diligence is implemented concerning Gibbs’ retention and oversight of Outside Parties and Business Venture Partners, and that remuneration for such Outside Parties or Business Venture Partners is reasonable and legitimate;

6. Using appropriate anti-corruption safeguards in Gibbs’ contracts with Outside Parties and Business Venture Partners, which may include representations, warranties, covenants, audit rights, and termination rights, depending on the circumstances;

7. Preventing the delegation of substantial discretionary authority to Outside Parties and Business Venture Partners known (or as to whom through due diligence it should be known) have or may have the propensity to engage in illegal, corrupt, or Improper Activities;

8. Ensuring the maintenance of fair and accurate books, records, and accounts;

9. Following accounting and auditing practices that prevent the establishment of “off the books” or secret accounts, or the creation of records or documents which do not properly and fairly record the transactions to which they relate;

10. Identifying and obtaining compliance certifications from appropriate Covered Persons; and

11. Assuring that all required documentation is secured and maintained consistent with custodial responsibilities or organizational obligations.

Training

All Covered Persons are required periodically to participate in training covering compliance with this Policy and Gibbs’ anti-corruption standards and procedures, as directed and scheduled by the Policy Manager.

Internal Reporting Mechanism

All Covered Persons must promptly report any suspected or actual violation of this Policy by informing the Policy Manager.  The Policy Manager is responsible for monitoring the implementation of actions to address or correct any problem internally reported as a violation of or vulnerability associated with this Policy.

The Policy Manager must promptly notify the Chief Executive Officer and Chairman of the Board of Directors of violations or suspected violations of applicable anti-corruption laws or regulations covered by this Policy or the Compliance Program. The Policy Manager also is responsible for overseeing efforts to address, correct, or remediate any problem identified as a compliance violation or vulnerability.

Internal Compliance Reviews, Monitoring, and Audits

The Policy Manager oversees the performance of periodic internal reviews, informal monitoring, and audits, whether internal or external, to promote compliance with (a) applicable anti-corruption U.S. laws and regulations, or (b) this Policy.

Certifications

Covered Persons designated by the Policy Manager must periodically complete certifications of compliance with Gibbs’ Code of Business Conduct and Ethics, which incorporates the Policy.

Violations

Violations of anti-corruption laws and regulations covered by this Policy can result in substantial civil or criminal penalties both for Gibbs and responsible individuals. Such penalties would have serious consequences for Gibbs’ operations and reputation.

Covered Persons who violate laws and regulations covered by this Policy shall be subject to internal discipline, up to and including termination.

Recordkeeping and Document Retention

The U.S. Securities Exchange Commission investigates and enforces civil cases against persons subject to its jurisdiction involving non-compliance with the FCPA’s recordkeeping and internal accounting control requirements.  Gibbs is not directly subject to the accounting and recordkeeping requirements of the FCPA because it is not publicly traded. Nonetheless, Gibbs has policies and procedures regarding accounting and record keeping and Gibbs expects its Covered Persons to follow them and thereby comply with the spirit of the FCPA’s accounting and recordkeeping requirements.

Accurate and complete records must be maintained to demonstrate adherence to this Policy.  All document processing payments, attachments to justify payment requests, classification of payments, authorizations, and certifications subject to this Policy must be capable of being retrieved at least for five (5) years.