Advisor Engagement Policy

1. POLICY

It is the policy of the GovC Group that all Advisor Agreements (as defined below) shall be reviewed and approved in writing by the Review Board (as defined below).

2. PURPOSE AND SCOPE

This policy and procedure is issued to:

Effect an efficient process to administer Advisor Agreements.

Provide direction on the appointment and use of Advisors in order to achieve an efficient and cost effective international marketing network for GovC Group products and services.

Provide terms and conditions for Advisor Agreements in order to achieve consistency of terms and conditions and compensation to the maximum possible extent, and to promote the use of standard forms globally.

Provide direction on due diligence review procedures applicable to all Advisor appointments and to assure that all Advisors are fully trained in, and comply with, GovC Group’s corporate framework and in particular this policy, other applicable policies and procedures, and all applicable laws.

3. DEFINITIONS

“Advisor” means a person who facilitates sales contracts between the principal and a third party by means of introduction, soliciting orders and/or concluding contracts on behalf of the principal, but does not include Distributors or Consultants or professional advisers such as bankers, lawyers or accountants.

“Advisor Agreement” means any written agreement setting out the details of the proposed services of an Advisor made between a Business Unit and an Advisor.

“Application” means the GovC Group Advisor appointment application form which can be found at Appointment Application Form

“Approval Form” means the GovC Group engagement/continuation approval form which can be found at Approval Form.

“BU Managing Director” means the Managing Director, President or General Manager in charge of a Business Unit.

“Business Unit” means a business entity in the GovC Group which is both separately managed and for which a complete set of financial accounts may be drawn. This includes all entities that are reported individually within GovC Group consolidation and reporting system together with any separately identifiable legal entities or registered companies which are consolidated into another for the purposes of GovC Group reporting.

“Consultant” means a consultant engaged by GovC Group on a fixed fee to provide consulting advice to GovC.

“Distributor” means an independent person who buys goods on his/her own account and resells them to customers on his/her own terms, carrying the risks of supply and support and may include a re-seller.

“Division President” means a president of a division of GovC Group.

“Executive” means the executive directors of GovC, the Group Director HR, the Group Director Strategy, the Group Director Communications and the Chief Legal Officer.

“Review Board” comprises the VP Commercial & Contracts for the four GovC Divisions, the relevant Division President and VP Finance and the Chief Legal Officer or her delegate.

4. APPLICABILITY

This policy and procedure applies to all engagement of Advisors and all marketing relationships. Existing Advisor Agreements shall be migrated to this policy as soon as reasonably practicable and in any event by 31 December 2010.

5. RESPONSIBILITIES

The Executive is responsible for assuring compliance with this policy.

6. GENERAL PROCEDURES

The following procedures apply to all Advisor Agreements.

Form of Advisor Agreement - The standard form Advisor Agreement shall be used for all appointments. Any derivations from the standard form must be approved by the Chief Legal Officer or her designee.

Overall responsibility of Division Presidents – the Division President is ultimately responsible for the final selection and appointment of Advisors and their co-ordinated use among the GovC Group. The Division President shall, if he wishes, delegate prime responsibility for the following to a senior member of his team to i) determine the Business Unit’s need for representation; ii) make recommendations to the Business Unit on the use of specific Advisors; iii) consider due diligence reviews on candidates selected; iv) verify that the requisite compliance training is provided to Advisors in a timely manner; and v) monitor the activities and performance of Advisors.

Initial Approval for Appointment - Initial approval for an appointment should be sought by the BU Managing Director from the VP Commercial & Contracts as soon as practicable. The VP Commercial & Contracts will review the need for an appointment and the proposed commission structure with the BU Managing Director and may provide, if appropriate, in principle clearance to proceed to the next stage.

Recommendation for Appointment and Due Diligence Screen - Subsequent to obtaining initial approval for the appointment of an Advisor, the BU Managing Director shall:

require the Business Unit obtains a completed Application from the Advisor;

interview and satisfy themselves as to the particular candidate;

conduct additional due diligence of such candidate whenever there is information raised by the Application, the interview or a third party that warrants it;

complete the Approval Form and obtain all relevant GovC Group approvals; and

obtain the Division President’s approval for the appointment.

Corporate Review and Approval - Upon completion of the above and submission to the Review Board, the Review Board shall review the Approval Form and related papers, having regard to the Review Board guidance and the Advisors Commission Policy. The Review Board shall meet no more than once a month on agreed dates. Attendees who are present in the US or UK may participate by telephone. A quorum will exist if the relevant Division President and VP Finance, the Chief Legal Officer, the relevant VP Commercial & Contracts (if appointed) and one other VP Commercial & Contracts is present if, in exceptional circumstances, all four VP Commercial & Contracts cannot attend.

Approval Notification - The VP Commercial & Contracts shall notify the BU Managing Director when all corporate approvals are obtained. No Advisor Agreement shall be executed by any party until full approval is obtained and the notification is given.

Renewal or Termination of existing Advisor Agreements - All Advisor Agreements shall be renewed or terminated on a timely basis. At least one hundred and twenty (120) days prior to expiration of any Advisor Agreement, the Business Unit shall contact the VP Commercial & Contracts to review its recommendation for renewal or termination of the Advisor Agreement. Among other relevant factors, consideration shall be given to the applicable Advisor’s performance over the term of its appointment and prospects for future activities, its compliance with the GovC Group’s policy and applicable law, and the use of that same Advisor elsewhere in the GovC Group.

No renewal may be circulated until the procedures set forth in Section 6.4 have been completed and the Advisor has received a compliance training review under the procedures set forth in Section 6.8. In the event that an Advisor Agreement is not renewed prior to such expiration, any later renewal thereof shall ordinarily take effect only from the date of actual renewal, unless approved. No agreement shall be effective retroactively without prior approval from the Executive as set forth in Section 8 hereof.

If a decision is made to terminate an Advisor Agreement prior to its agreed expiration date, the Business Unit shall, in the first instance, consult with VP Commercial & Contracts who will seek appropriate legal advice and who will be responsible for ensuring that a valid termination notice is supplied to the Advisor.

Note that The EEC Directive on self-employed commercial agents has been implemented throughout the EC. In the UK it has been enforced since 1994 through the Commercial Agents Regulations. Amongst other things, the Regulations set out the duties of a principal and agent to each other and cannot be contracted out of. The duties of a principal include acting in good faith and providing the agent with the necessary documentation to perform the contract. The Regulations also contain detailed provisions relating to how commission should be calculated and when it should be paid. When drafting the Advisor Agreement, the Business Unit must take into account all relevant legislation both within the EC and elsewhere to ensure compliance with local laws.

Compliance with Ethical Business Conduct Policy and Law - Compliance training shall include a review of the GovC Group’s Code of Business Conduct and other applicable policies and procedures and applicable laws. Every Advisor will be required to certify the matters contained in the Application.

Record-Keeping - The VP Commercial & Contracts shall maintain a confidential GovC Group database of Advisor Agreements for his Division, which shall be made available to the Review Board upon request. Each Business Unit shall maintain a master file containing (i) a summary of the terms of its own Advisor Agreements, (ii) the original, signed version of each Advisor Agreement and (iii) a detailed record of the due diligence undertaken for each Agreement. That detailed record shall include the Advisor’s completed and certified Application, the basis for determining the Advisor to be trustworthy, and any third party investigatory report regarding the Advisor. The Business Unit shall ensure that this information is strictly controlled and access to such information is on a “need to know” basis. Each Business Unit is responsible for the maintenance of accurate and complete financial records relating to each Advisor, and for requesting an independent audit of the Advisor’s financial records when warranted. The Division President has overall responsibility for the records referred to above.

Term of Agreements - Unless prior written approval is obtained from the Chief Legal Officer, Advisor Agreements and any renewals thereof, shall be for an initial term not exceeding one year at which point the Advisor Agreement must expire, save that the Advisor Agreement may provide for orders introduced by the Advisor and executed no later than three months after the expiry of the Advisor Agreement to give rise to commission at the contract rate.

Export Regulations – Business Units shall ensure compliance with the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR) or other governing export regulation in the processing of Advisor Agreements.

7. ADDITIONAL PROCEDURES AND GUIDANCE

Limits on Use - It is GovC Group’s policy to retain the minimum number of Advisors possible to allow efficient and cost-effective promotion of the GovC Group’s products and services.

Retainers – It is GovC group’s policy not to pay a retainer to an Advisor.

Commission Rates – GovC Group has agreed an Advisor commission policy which will be kept under review by the Review Board on a periodic basis and at least once a year.

Multiple Representation - It is GovC Group policy to a) limit the use of multiple representatives to the greatest extent possible on any given product or service sale; and b) pay only one commission on any sale. Where Business Units are working with other Business Units, or non-GovC Group entities, they are encouraged to make use of a single representative. A Business Unit should be prepared to justify a decision to enter into an Advisor Agreement for any given product or service sale where the Business Unit knows that it will i) act as a subcontractor for a particular project and the prime contractor has previously retained the services of a different representative; or ii) provide products or services to the customer in conjunction with another GovC Group or non-GovC Group entity which also has engaged an Advisor.

8. EXECUTIVE REVIEW/EXCEPTIONS

The Executive shall consider requests for exceptions to this policy and procedure not otherwise specifically addressed herein. The Executive shall also review any Advisor or Advisor Agreement that it believes requires additional scrutiny to ensure compliance with applicable laws or regulations. 8.1 Role of Chief Executive - If the Executive is unable to reach a consensus on any particular matter presented for review, the decision of the Chief Executive shall be final.