Modified: July 7^th 2021

Anti-corruption policy

Introduction

Kahoot! has zero tolerance for bribery and corruption and we are committed to professional, fair and integrous business conduct in all situations and in any jurisdictions in which we operate.

This Anti-Corruption Policy applies to the entire Kahoot! group including all directly and indirectly controlled subsidiaries (the “Kahoot! Group“), as well as Kahoot! Group’s agents and subcontractors who act on behalf of Kahoot! Group on any part of it (the “Kahoot! Contractors“) All employees, directors or other representatives of Kahoot! Group and Kahoot! Contractors are referred to as the “Kahoot! Group Representatives“) in this Anti-Corruption Policy. Kahoot! Group Representatives must adhere to this Anti-Corruption Policy to ensure its implementation and to maintain the high ethical standards that are essential to the success of our business.

Kahoot! Group Representatives worldwide are subject to numerous anti-corruption and anti-bribery laws, including the Norwegian Penal Code, the U.S. Foreign Corrupt Practices Act (FCPA), the United Kingdom Bribery Act 2010 (UKBA), the United Kingdom Anti-Terrorism, Crime and Security Act 2001 and other relevant laws and regulations in effect in the various countries in which Kahoot! does business (referred to collectively as “Anti-Corruption Laws“). These laws prohibit corruption and bribery in a wide variety of forms. All Kahoot! Group Representatives shall adhere to all Anti-Corruption Laws as well as this Anti-Corruption Policy.

Kahoot! Group and Kahoot Contractors acknowledge that any corrupt activity is a threat to all businesses, and we have zero tolerance towards offering, giving, asking for, accepting or receiving any form of bribe. Failure to follow this Anti-Corruption Policy or any Anti-Corruption Laws will be considered misconduct and might lead to disciplinary actions. If the case is reported to the authorities, it might also lead to civil and criminal penalties for the persons involved.

Responsibilities

Kahoot! Group Representatives are at any time responsible for conducting our business with integrity. If a Kahoot! Group Representative is uncertain of the applicability of this Anti-Corruption Policy or any other applicable law to a certain situation, he/she should immediately seek guidance from his/her immediate Kahoot! Group manager or Kahoot! Group contact, the Kahoot! Group HR-Director or the person empowered with compliance responsibilities for these matters at Kahoot! Group (each a “Compliance Officer“).

All Kahoot! Group Representatives are expected to act as role models and adhere to this Anti-Corruption Policy and Anti-Corruption Laws at any given time.

The CEO of Kahoot! AS is the owner of the Anti-Corruption Policy and is ultimately responsible for its implementation and operational effectiveness within the Kahoot! Group. The persons empowered with compliance responsibilities at Kahoot! Group will seek for the ongoing maintenance, communication and monitoring of this Anti-Corruption Policy (including implementing changes in applicable laws).

Any change or deviation to this Anti-Corruption Policy must be approved by Kahoot! AS’ CEO, the Kahoot! Group HR-Director and the Kahoot! Group Compliance Committee.

Corruption

What is corruption?

Corruption is a form of dishonest action undertaken by a person entrusted with a position of authority, with the purpose of acquiring an illicit benefit or undue advantage, either directly and indirectly through third parties such as agents or consultants.

Corruption includes, but is not limited to, bribery, which is the act of offering, giving, promising, asking, agreeing, receiving, or soliciting something of value for the purpose of influencing an action. This also includes facilitation payments, meaning small bribes (also called “speed” or “grease” payments), made to secure or expedite the performance of a routine or necessary action to which the payer has legal or other entitlement.

Corruption may occur in all parts of society, for example in private business, the government, the judiciary, legislative bodies, the media and in civil society. Corruption may also involve anyone, including politicians, government officials, civil servants, judges, decision-makers in business and journalists.

Offering or receiving a gift, benefit or other advantage will constitute a corrupt act when the purpose of the arrangement is to influence someone in order to obtain any type of business benefit that would otherwise not be given at that time.

Corruption can take many forms and include various acts and behaviors. As guidance, some examples are:

(1) Offering a bribe

You offer a potential client to pay for their vacation, but only if they agree to do business with Kahoot! Group or any Kahoot! Contractor.

This would be an offence as you are making the offer to gain a commercial and contractual advantage. Kahoot! Group itself and/or the respective Kahoot! Contractor could also be criminally liable if you act on either’s behalf in making the offer. It may also be an offence for the potential client to accept your offer.

(2) Accepting a bribe

A supplier gives your brother a job but makes it clear that in return they expect you to use your influence to ensure that Kahoot! Group or any Kahoot! Contractor continues to do business with them.

It is an offence for a supplier to make such an offer. It would also be an offence for you to accept the offer, as you would be doing this to gain an indirect personal advantage.

(3) Bribery of Public Officials

You arrange for Kahoot! Group or any Kahoot! Contractor to make a facilitation payment (as described above) to a foreign official to speed up an administrative process, such as getting documentation validated or visas processed.

The offence of bribing a (foreign) public official is committed as soon as the offer is made. This is because it is made to gain a business advantage for Kahoot! Group or the respective Kahoot! Contractor Kahoot! Group itself or the respective Kahoot! Contractor could also be criminally liable if you act on either’s behalf in making the offer.

Applicable anti-corruption laws and regulations

Kahoot! Group Representatives will comply with any anti-corruption law in all the jurisdictions in which they operate. Breaching of the law could result in criminal charges. It could also lead to significant reputational damage and loss of our clients’ confidence, which consequently leads to decreased business.

It is the responsibility of any Kahoot! Group Representative to be acquainted with and follow all applicable anti-corruption laws, rules and regulations in each jurisdiction where Kahoot! Group or the respective Kahoot! Contractor conducts its business. Please seek advice from a Compliance Officer if needed.

Operating principles

Gifts

Gifts can be items of material or immaterial value and cash (or equivalents), but may also include tickets to events, vouchers, rewards etc.

Exchanging gifts is in some jurisdictions an element in establishing business relationships. A gift, regardless of value, may nonetheless be perceived as an undue advantage and could raise issues under anti-corruption legislation.

All Kahoot! Group Representatives should therefore only offer, give, accept or receive gifts that are promotional items of minimal value. Gifts should neither be offered nor received as anything other than a token of appreciation or for promotional purposes. Gifts should never be offered or accepted in order to obtain an undue advantage.

Kahoot! Group Representatives should never offer, give, accept or receive gifts to government officials, regardless of value.

If you are in doubt weather a gift is considered appropriate, always obtain approval in writing from a Kahoot! Compliance Officer.

4.2 Hospitality

Hospitality includes invitations to sporting events, concerts, meals, trips, entertainment, seminars and other events where the inviting party carries some or all of the costs of the attendees.

Hosting or attending hospitality events can be considered legitimate business practice that establishes good business relationships with third parties. However, hospitality might also be considered an undue advantage and should therefore be handled with caution.

Kahoot! Group Representatives should only accept invitations to hospitality events when there is a clear business rationale, and the cost of such event can be considered reasonable. An invitation to such event should never lead to an understanding that the recipient is in any way obligated to provide a business advantage by the acceptance of the hospitality.

Kahoot! Group Representatives should always apply common sense when offering or accepting an invitation to a hospitality event. It is particularly important to take caution when offering or accepting an invitation to a hospitality event in connection with contractual negotiations, tenders or transactions.

To minimize any ambiguity with regards to hospitality, all employees and directors of Kahoot! Group should always notify a Compliance Officer prior to offering or accepting any invitation to a hospitality event. In those cases where hospitality might not be considered acceptable, you must obtain written approval from a Compliance Officer before offering or accepting the invitation.

4.3 Risk Assessment and Monitoring

Kahoot Group have adopted a risk-based approach to the prevention of corruption in our business. In doing so, we have considered the following external factors:

The jurisdictions in which we operate;
The jurisdictions in which our clients operate;
The industries in which we operate and/or with which we have links;
The types of transactions we deal in;
The nature of any business partnerships, joint ventures and other business relationships;
The nature of any projects in which we are involved; and
Any other risks which we identify as possibly arising in the course of our usual business.

We have also considered relevant internal factors.

The risk assessment is reviewed on an on-going basis in light of any changes to our business.

4.4 Business partners and due diligence (KYC)

Entering into a business relationship or other business arrangement with another entity shall always be associated with appropriate due diligence.

Proper due diligence is the cornerstone of both effective compliance and of successful defense against enforcement actions under the relevant laws and assists in mitigating the risks of being involved or associated with bribery and corruption.

What constitutes proper due diligence will vary according to certain risk factors, such as the type of transaction contemplated, the nature of the industry and the location of the client or third party.

Potential partners of Kahoot! Group shall accept and be familiar with our Code of Conduct and this Anti-Corruption Policy. If a potential partner will not accept these policies, or refuses to provide required information, please confer with [Compliance Officer] before establishing a formal relationship.

Kahoot! Contractors shall apply proper due diligence to their business partners equally mitigating the risks of them being involved in or associated with bribery and corruption.

Money laundering

Acts of corruption are often closely connected to other acts of crime, such as money laundering.

Money laundering is defined as the act of hiding illegally acquired funds (money or other forms of assets) or trying to make such funds appear legitimate. It also includes the use of legitimate funds to support criminal activities.

All Kahoot! Group Representatives will comply with all applicable anti-money laundering laws.

Kahoot! Group Representatives who require a better understanding of what would amount to an act of money laundering and/or how to mitigate such risk for Kahoot! Group may seek advice from a Compliance Officer.

Guidance, reporting and protection

It is important that any Kahoot! Group Representative seeks guidance should they be uncertain about the applicability of this Anti-Corruption Policy or any Anti-Corruption Laws. Kahoot! Group Representatives should always feel comfortable raising any type of question related to this Anti-Corruption Policy with a Compliance Officer or any (other) member of the executive management team.

Suspected violations of this Anti-Corruption Policy, other Kahoot! policies or Anti-Corruption Laws, shall be reported immediately to a Compliance Officer or any (other) representative of the executive management team. The process for reporting any suspected violation is described in our Whistleblower Policy.

Anyone who reports a suspected violation of this Anti-Corruption Policy or Anti-Corruption Laws will be appropriately protected and management is obliged to ensure that such cases are handled in an ethical manner, as specified in our Whistleblower Policy. All reports of suspected violations will be taken seriously and will be investigated. Kahoot! will not seek any form of retaliation against any individual for making a report in good faith.

Training and communication

The Anti-Corruption Policy and procedures shall be communicated on a regular basis – both internally to our staff and externally to our clients and the wider market.

Kahoot (AS/Group) provide staff with appropriate training to ensure that they have the requisite knowledge and skills to recognize potential instances of corruption, bribery and/or money laundering and to apply our policies and procedures appropriately.

Disciplinary actions and criminal sanctions

Kahoot! Group will not accept any violation of this Anti-Corruption Policy or any Anti-Corruption Laws. Any allegation or evidence of a violation of this Anti-Corruption Policy or Anti-Corruption Laws will result in an investigation, and the result of the investigation will indicate if disciplinary actions are required. Disciplinary actions for Kahoot! Group employees and directors will range from verbal or written warnings to dismissal.

Kahoot! Group will support criminal investigations when relevant. The violation of any Anti-Corruption Laws may expose Kahoot! Group, the respective Kahoot! Contractor and the affected individual to civil and criminal penalties including fines and/or imprisonment.

Version history

Date: 12-07-2019 – Version 1.0 – Purpose/Change: Approved Anti-Corruption Policy

Date: 20-02-2021 – Version 2.0 – Purpose/Change: Updated to reflect applicability for entire Kahoot! Group and worldwide scope