1.What is covered by this procedure?

This procedure sets out our responsibilities in observing and upholding our zero-toleranceapproach to all forms of bribery and corruption and helps to ensure that our business is informed as to how to recognize and deal with bribery and corruption issues.


The Zeela Ltd Code of Conduct states our zero-tolerance approach to all forms of briberyand corruption. We do not offer, promise, give or receive bribes or any other form of inducement, regardless of value, for any purpose, whether directly or through a third party. Bribery is a criminal offense and corrupt acts expose us and our employees to a risk of prosecution, fines, and imprisonment as well as adversely impacting our corporate reputation. Any breach of this procedure will be considered to be gross misconduct and is likely to result indisciplinary action which could lead to dismissal.

3.Who does this procedure apply to?

This policy applies to all employees (internal staff, hire staff as well as apprentices & traineesemployed through Zeela Ltd) across all employment practices (full-time, part-time, fixedterm, casual) and non- employees (volunteers, contractors, participants, and students)

4.What are Bribery and Corruption?

4.1. Bribery

Bribery is the offer, promise, giving, demanding, or accepting of an advantage as an inducement for an action that is illegal, unethical, a breach of trust, or the improper performance of a contract. Acts of bribery or corruption are designed to influence the individual in the performance of their duty and incline them to act dishonestly. A bribe canbe anything of value including:

• the offeror receipt of any kickback,

• gifts,

• hospitality,

• rewards,

• favours or other advantages.

It does not matter whether the bribe is given or received directly or through a third party orwhether it is for the benefit of the recipient or some other person.

4.2. Corruption

Corruption is the misuse of office or power for personal gain.

5.Anti-bribery and Corruption (ABC) Laws and Regulations

We must comply with all ABC laws and regulations wherever in the world we operate includingthe requirements of the UK Bribery Act and the US Foreign and Corrupt Practices Act, both of which apply to all entities within the Zeela Ltd, including their respective employees wherever they are located.


The potential penalties for the company for violating ABC legislation include unlimited fines, costly litigation, and adverse publicity. For individuals, penalties can include very large fines andlong terms of imprisonment are also possible.

7.Key Principles

7.1. Allbusinesstransactionsmustbefreefromanykindofbriberyorcorruption.

7.2. Youmustnotgive,offer,solicit,extort,request,oraccept,directlyor indirectly, anything that is, or could reasonably be considered as a bribe.

7.3. Exchanges of Gifts and Hospitality must be for a clear business purpose; be reasonable andproportionate and provided only as a common courtesy associated with the ordinary course of business and not made with any intention to influence, solicit from, or reward, a third party for obtaining or retaining business.

7.4. Zeela Ltd will address the risks of bribery by ensuring adequate and proportionatemeasures are developed and implemented to mitigate them.

7.5. Arrangements with third parties will be subject to clear contractual terms requiring them tocomply with minimum standards relating to bribery and corruption.

7.6. Any commercial intermediary, representative, or agent acting on behalf of Zeela Ltd, including resellers or distributors, will be engaged strictly by the Code ofConduct and this policy.

7.7. Facilitation payments or “kick-backs” are a form of bribery and employees must not makethem or allow others to make them on our behalf, irrespective of whether they may be permitted under local law. The only exception to this is in the extreme case of duress.

7.8. Zeela Ltd and its employees must not make political donations on behalf of MCTLifesciences.

7.9. Offers of sponsorship or charitable donations must not be made on behalf of Zeela Ltd to influence or reward the improper performance of an individual to gain abusiness advantage.

7.10. No employee or associated person will suffer retaliation in any form for refusing topay a bribe even if a refusal may result in loss of business or a delay in proceedings.

8.How to raise a concern

The prevention, detection, and reporting of bribery or corruption is the responsibility of allemployees, and you must report suspected instances immediately. Any such incidents should be reported by the Confidential Reporting procedure and the Code of Conduct.

9.Monitoring and review

By its annual audit plans, the Board of Directors will periodically assess or audit internal controls across Zeela Ltd to assure their effectiveness in countering bribery and corruption and compliance with ABC procedures and anti- corruption laws.

10.Communications & Training

Training is an important part of the implementation of our policies. All employees will receiveand be required to confirm they have read, understood, and agreed to this ABC policy.


11.1. Our Board of Directors has overall responsibility for ensuring that our policies comply with our legal and ethical obligations and that all those under ourcontrol comply with them.

11.2. The Chief Executive Officer has primary responsibility for the application of ABCpolicy, and for assuring their use and effectiveness. Managers are responsible for ensuring that employees are aware of our ABC policy, and receive regular messages from line management to comply with them (for example, viateam meetings or other regular communications).

11.3. Managers must report any possible non-compliance with our ABC policy by Section8.

11.4. Employees are required to comply with our ABC policy.

11.5. The relevant Director will, at least annually, review our ABC procedures, providingguidance and making training available on them as required.

12.Red Flags

Several red flags should cause us to conduct further investigation into whether a particular transaction or business relationship may present a potential bribery risk.

Whilst, not an exhaustive list, below are some red flags which would call for further investigation:

• Line items on invoices that you’ve never seen before

• Little or no relevant experience regarding the services to be provided

• Non-transparent corporate structure

• Requests for cash payments

• Any requests for reimbursement that don’t have supporting documentation

• Requests for payments to different companies or through different countries

• References to a need to pay bribes or make facilitation payments to conduct business in its jurisdiction

• Any requests for reimbursement for amounts that seem very high for the services provided

• Records indicating that items were classified incorrectly or valued at less than the sales price for items being imported to another country

• Records that are not being properly kept

• Comments from the person submitting the invoice that indicate that improper payments were made

• The insistence that invoices be paid, or reimbursements made even after you’ve raised concerns about the legitimacy of the documents

• Unusually fast passage of the goods compared to the experience

• Offer of or demand for unusually generous gifts or lavish hospitality

• Wherever a situation feels wrong, even if it is explained as being ‘the way things are normally done here’, it should be a cause for concern.


As a supplier, distributor, representative, or another agent in any way involved, directly or indirectly, in the business activities of Zeela Ltd, I hereby agree with and commit toupholding this policy in my business dealings.

Zeela Ltd Employee Code of Conduct Policy Policy

Our Employee Code of Conduct company policy outlines our expectations regarding employees’ behavior towards their colleagues, supervisors, and overall organization. We promote freedom of expression and open communication. But we expect all employees to follow our code of conduct. They should avoid offending, participating in serious disputes, and disrupting our workplace. We also expect them to foster a well-organized, respectful and collaborative environment.


This policy applies to all our employees regardless of employment agreement or rank.

Policy elements

What are the components of an Employee Code of Conduct Policy?

Company employees are bound by their contract to follow our Employee Code of Conduct while performing their duties. We outline the components of our Code of Conduct below:

Compliance with law

All employees must protect our company’s legality. They should comply with all environmental, safety, and fair dealing laws. We expect employees to be ethical and responsible when dealing with our company’s finances, products, partnerships, and public image.

Respect in the workplace

All employees should respect their colleagues. We won’t allow any kind of discriminatory behavior, harassment, or victimization. Employees should confirm with our equal opportunity policy in all aspects of their work, from recruitment and performance evaluation to interpersonal relations.

Protection of Company Property

All employees should treat our company’s property, whether material or intangible, with respect and care


● Shouldn’t misuse company equipment or use it frivolously.

● Should respect all kinds of incorporeal property. This includes trademarks, copyright, and other property (information, reports, etc.) Employees should use them only to complete their job duties.

Employees should protect company facilities and other material property from damage and vandalism, whenever possible.


All employees must show integrity and professionalism in the workplace:

● Personal appearance All employees must follow our dress code and personal appearance guidelines.

● Corruption We discourage employees from accepting gifts from clients or partners. We prohibit briberies for the benefit of any external or internal party.

Job duties and authority

All employees should fulfill their job duties with integrity and respect toward customers, stakeholders, and the community. Supervisors and managers mustn’t abuse their authority. We expect them to delegate duties to their team members considering their competencies and workload. Likewise, we expect team members to follow team leaders’ instructions and complete their duties with skill and in a timely manner.

We encourage mentoring throughout our company

● Absenteeism and tardiness

Employees should follow their schedules. We can make exceptions for occasions that prevent employees from following standard working hours or days. We expect employees to be punctual when coming to and leaving from work.

Conflict of interest

We expect employees to avoid any personal, financial, or other interests that might hinder their capability or willingness to perform their job duties.

● Collaboration

Employees should be friendly and collaborative. They should try not to disrupt the workplace or present obstacles to their colleagues’ work.


All employees must be open to communication with their colleagues, supervisors, or team members.


We expect employees to not abuse their employment benefits. This can refer to time off, insurance, facilities, subscriptions, or other benefits our company offers.


All employees should read and follow our company policies. If they have any questions, they should ask their managers or Human Resources (HR) department.

Disciplinary actions

Our company may have to take disciplinary action against employees who repeatedly or intentionally fail to follow our code of conduct. Disciplinary actions will vary depending on the violation.

Possible consequences include:

● Demotion.

● Reprimand.

● Suspension or termination for more serious offenses.

● Detraction of benefits for a definite or indefinite time.

We may take legal action in cases of corruption, theft, embezzlement, or other unlawful behavior.We may take legal action in cases of corruption, theft, embezzlement, or other unlawful behavior.

Zeela Ltd Energy Policy


This Energy Policy has been compiled to set out Zeela Ltd’s intentions and goals concerning energy use and management. Its purpose is to help embed efficiency and environmental awareness into everyday business.


“We are committed to responsible energy management and will practice energy efficiency throughout all our premises, plant, and equipment, wherever it’s cost- effective.” Objectives

• To reduce our dependence on fossil fuels by investing in renewable energy

• To control energy consumption to avoid wasted expense

• To reduce the environmental impact of our energy consumption Immediate Aims

• To appoint an energy manager by the end of the year.

• To invest in an energy-saving program by 2021.

• To invest in energy management software by the end of Q2.

• The heating in offices is set at the recommended 19°C and cooling set at 24°C or higher. Staff is aware of the cost of wasted heat.

• All window blinds are open during daylight hours where possible. Windows and skylights are cleaned regularly.

• Staff turns their computer monitors off if they are away from their desks for more than 10 minutes, and that both PCs and monitors are turned off at the plug at the end of the day.

• All electrical kitchen items, such as microwaves and kettles, are switched off at the plug at the end of the day. Kettles are only used to boil the amount of water that is needed. Making rounds of hot drinks is more efficient than making them separately.


The Zeela Ltd (the Company) is an independent medical distribution company that has its main office in London, UK. The Company acknowledges its obligations towards its employees, stakeholders, and the communities in which it works, and has outlined below its policy concerning labor standards. This policy is relevant to the Company itself, our contractors, sub-contractors, suppliers, freelancers, and other parties engaged with the Company’s business.


The Company has identified the following compelling reasons to establish a comprehensive system of minimum labor standards to guide its business operations:

Ethical Responsibilities – the Company acknowledges its obligations towards its employees, stakeholders, and the communities in which we work and operate. The Company wishes to carry out work and to do business ethically.

Adverse Publicity and Damage to the Company’s Reputation – adverse publicity from the discovery of poor labor standards within the Company’s business operations presents reputational and structural risks to the Company not only in terms of revenue but also in respect of staff recruitment and retention. Poor labor standards can also lead to a loss of trust and confidence with suppliers and within the wider community. The Company, therefore, wants to do what is right and be seen to do what is right. Reduced Quality of Service – the Company recognizes that there is commonly a link between poor labor standards and poor quality of services. To this end, it is in the interest of the Company to ensure that the Company reaches and exceeds minimum labor standards requirements at all times. To help identify a defined set of minimum labor standards, the Company has referred to the following: Human Rights Act 1998.

These minimum labor standards are:

1.Child Labour – the Company does not and will not engage in or support the use of child labor. If the Company engages any young workers (e.g., on work experience), it will ensure that a suitable risk assessment is carried out and those young persons are not exposed to any hazardous conditions, or in any case work more than 8 hours per day.

2.Forced or Compulsory Labour – the Company shall not engage in or support the use of forced or compulsory labor, or bonded or involuntary prison labor. Employees are free to leave after providing reasonable notice in line with their contracts of employment.

3.Health and Safety – the Company shall provide a safe and healthy workplace environment and shall take effective steps to prevent potential accidents and injuries to employee’s health by minimizing, so far as is reasonably practicable, and in cooperation with its employees, workers, and other members of staff, the causes of hazards inherent in the workplace. All employees will receive safety and job-specific health and safety instructions during the course of their employment with the Company. Employees shall have access to clean sanitary facilities and drinking water.

4.Freedom of Association – freedom of association is respected and the Company will comply with the UK and the Republic of Ireland labor relations legislation (as appropriate) in this regard.

5.Discrimination – the Company shall not engage in or support any discriminatory practices in recruitment, remuneration, access to training, promotion, termination, or retirement based on gender (including gender reassignment), marital status, family status, religious belief, disability, age, racial grounds (race, color, nationality or ethnic origin, including membership of the traveler community), sexual orientation or other conditions that could give rise to discrimination. The Company has in place an Equal Opportunities Policy and a Dignity at Work Policy both of which are provided to all new employees at induction.

6.Disciplinary Practices – the Company shall treat all employees and members of staff with dignity and respect. The Company shall not engage in or tolerate the use of corporal punishment, mental or physical coercion, harassment, intimidation, or verbal abuse of personnel. No harsh or inhumane treatment is allowed, and the Company shall ensure that no disciplinary procedure is operated except as per the Company’s Disciplinary Policies.

7.Working Hours – the Company shall comply with applicable laws and industry standards on working hours and holiday entitlements. The Company’s normal working hours do not exceed 48 hours per week, and overtime hours do not exceed 12 hours per week, with the relevant periods of rest similarly observed. The Company ensures that all employees have the legal right to be employed in the UK or the Republic of Ireland (as appropriate).

8.Remuneration – the Company shall comply with national laws and regulations concerning wages and benefits. All work-related activities are carried out based on a recognized employment relationship established according to national law and practice. All members of staff are remunerated in a way that is more than the national minimum wage in the UK or the Republic of Ireland as is appropriate. The Company also commits to:

• Compliance with relevant legal and other requirements to which the Company subscribes.

• Ensuring that all our key contractors, sub-contractors, and suppliers are aware of this policy.

• Making available sufficient resources for the implementation of this policy. Review

The Company commits to periodically reviewing this policy to continually improve labor standards within the workplace. The Company shall take into consideration: changes in legislation, legal advice as necessary, and any other requirements to which the Company subscribes, to ensure the adequacy, suitability, and continuing effectiveness of this policy.

The Company will make this policy available to its employees in the first instance, and also to all contractors, subcontractors, and suppliers.

Zeela Ltd Waste Management Policy


The Company must ensure that all these wastes are disposed of responsibly, using approved, registered waste contractors.

2.Policy Statement

The Company will adopt the principles of the ‘best practicable environmental option’ in the delivery of its waste management services. The Company will apply a ‘waste hierarchical approach’, to reduce, reuse, recycle and recover waste products in preference to the disposal of waste to landfill.

There is a legal requirement for all who produce, keep or dispose of waste of any type to comply with the various regulations and the Duty of Care under Environmental Protection legislation. The Company recognizes the importance of meeting these legal requirements and managing its waste responsibly, reduce the volume of waste sent to landfills and maximize reuse and recycling where possible.

The Policy Statement Zeela Ltd will fulfil the following policy objectives.

3.Policy Objectives

The objectives of this policy are:

• To ensure that waste management is performed by all waste legislative requirements.

• To minimize waste generation at source and facilitate repair, reuse, and recycling over the disposal of wastes, where it is cost-effective.

• To ensure the safe handling and storage of wastes at office.

• To provide appropriate training for staff.


This policy applies to all activities undertaken by (or on behalf of) Zeela Ltd including its staff, supply chain partners, and clients.

5.Organisation and Management

The Managing Director is responsible for the Waste Management and Environmental performance of the Company. In particular, this will require him to:

• Review the Policies to ensure that they remain comprehensive, relevant, and up to date.

• Assign duties to key staff to apply the Policies throughout the Company.

• Ensure the implementation of the Company’s environmental management system and waste management policy contained within this document.

• Maintain records of employee environmental and health & safety training,

• Provide all new employees with a copy of this Policy Employees

All employees are accountable through the management structure for conforming to the requirements of this policy and of statutory requirements. In particular, every employee is required to:

• Take care and attention to the environment.

• Co-operate in fulfilling the company’s pursuit of continuous environmental and waste management improvement.

• Be familiar with and implement this policy.• Be familiar with and implement this policy.

• Conform to the requirements of the project environmental and waste management plan, where applicable. Glossary of Terms

6.Best Practicable Environmental Option (BPEO)

The Best Practicable Environmental Option refers to the analysis of different methods of waste disposal. The preferred option is the one that minimizes harm to the environment as a whole, considering what is affordable and practicable.

7.Clinical Waste

Any waste which consists wholly or partly of:

• human or animal tissue.

• blood or other body fluids.

• excretions.

• drugs or other pharmaceutical products other than controlled or cytotoxic drugs

• swabs or dressings.

• syringes, needles, or other sharp instruments, which unless rendered safe may prove hazardous to any person coming into contact with it. It also includes any other waste arising from medical, nursing, dental, veterinary, pharmaceutical or similar practice, investigation, treatment, care, teaching or research, or the collection of blood for transfusion, being waste which may cause infection to any person coming into contact with it.

8.Environmental Protection Act 1990 (EPA 1990)

This is the single most important piece of environmental legislation, and it controls many aspects of how the environment is protected and regulated. The EPA 1990 (amended 1995) provides the main statutory framework about waste.

9.Hazardous Waste

These are the most dangerous wastes as they can cause the greatest environmental damage or are dangerous to human health. These wastes are listed in The List of Wastes (England) Regulations 2005. Some common hazardous wastes are listed below:

• Batteries Waste Oils Paint

• Solvents Computer Monitors

• Other hazardous wastes, such as asbestos and radioactive substances, are subject to their specific legislation.


The diversion of waste away from landfills incineration and the reprocessing of those wastes either into the same product or a different one. This mainly includes non-hazardous wastes such as paper, glass, cardboard, plastic, and scrap metal.


The legal definition of waste comes from Section 75(2) of the Environmental Protection Act 1990 (EPA 1990). It defines waste as any substance or object which the holder discards, intends to discard, or is required to discard. The EPA 1990 refers ‘to controlled wastes’ are split into four categories: Household, commercial, industrial and clinical waste. The Site produces waste in all four categories. Some waste is exempted as they have their separate legislation e.g., radioactive wastes.

12.Waste Hierarchy

The hierarchy lists the different ways of dealing with waste in order of preference.


Also known as waste minimization to reduce the number of waste materials being produced.


To continually re-use an item to eliminate the use of resources in making new items.


Recycling – The collection and reprocessing of wastes either into the same product or a different one. Composting – biological decomposition of organic material to create soil conditioner. Energy – waste is incinerated and the heat is recovered to generate energy.


Waste is sent, untreated, to landfill.



This Modern Slavery and Human Trafficking Statement is a response to Section 54(1), Part 6 of the Modern Slavery Act 2015 and relates to actions and activities for the financial year ending 28 February 2021.

Zeela Ltd (‘the Company’, ‘we’, ‘us’ or ‘our’) is committed to preventing slavery and human trafficking violations in its own operations, its supply chain, and its products. We have zero-tolerance towards slavery and require our supply chain to comply with our values.

Organisational structure

Zeela Ltd has business operations in the United Kingdom.

We operate in the medical device, textile and various trading sector. The nature of our supply chains is as follows: We work with a number of key direct suppliers, who provide us with goods, such as equipment for our premises, and services, such as outsourced business processes, medical devices, textile products and marketing services.

For more information about the Company, please visit our website: www.zeela.co.uk.


We operate a number of internal policies to ensure that we are conducting business in an ethical and transparent manner.

These include the following:

• Recruitment and selection policy – We conduct checks on all prospective employees to verify that they are eligible to work in the UK. Certain roles require a Disclosure and Barring Service (DBS) check where employees may be working with vulnerable people.

• Supplier code of conduct – We operate this policy to ensure our suppliers operate in full compliance with the laws, rules and regulations of the countries in which they operate, and to seek similar commitments across their own supply chain.

• Whistleblowing policy – We operate this policy so that employees are able to raise concerns about how staff are being treated or practices within our business or our supply chains without fear of reprisal.

• Staff code of conduct – We are committed to the fair treatment of all staff. Our staff code of conduct reflects our core values and expected behaviours. The code of conduct makes it clear that we have a zero-tolerance approach to modern slavery.

• Procurement policy – We want to make sure that potential suppliers are committed to ensuring that slavery and human trafficking is not taking place within their own supply chains. Our procurement policy and supporting procedures set out controls and checks undertaken to help verify this.

• Safeguarding policy – This policy highlights the potential risks of modern slavery and human trafficking, including how to identify signs of exploitation and how to report concerns. We make sure our suppliers are aware of our policies and adhere to the same standards. Due Diligence

As part of our efforts to monitor and reduce the risk of slavery and human trafficking occurring in our supply chains, we have adopted the following due diligence procedures:

• Internal supplier audits.

Our due diligence procedures aim to:

• Identify and action potential risks in our business and supply chains.

• Monitor potential risks in our business and supply chains

• Reduce the risk of slavery and human trafficking occurring in our business and supply chains.

• Provide protection for whistleblowers.

Risk and compliance

The Company has evaluated the nature and extent of its exposure to the risk of slavery and human trafficking occurring in its UK supply chain through:

• Evaluating the slavery and human trafficking risks of each new supplier.

• Creating an annual risk profile for key suppliers.

• Reviewing on a regular basis all aspects of the supply chain based on supply chain mapping.

We do not consider that we operate in a high-risk environment because the majority of our supply chain is based in the UK and Turkey in low-risk industries, such as medical device manufacturers and IT services.

We do not tolerate slavery and human trafficking in our supply chains. Where there is evidence of failure to comply with our policies and procedures by any of our suppliers, we will require that supplier to remedy the non-compliance.


The Company uses Key Performance Indicators (KPIs) to measure its effectiveness and ensure that slavery and human trafficking is not taking place in its business and supply chains. These KPIs are as follows:

• We will contact suppliers to enquire about their modern slavery practices every 6 months.

• We will carry out a regular audit of suppliers – 80% of suppliers each year.

The statement was approved by the board of directors.