Anti-corruption policy
1. PURPOSE OF THE DOCUMENT
This Anti-Corruption Policy (hereinafter also referred to as the Policy) is an internal organizational and administrative document of the Private Agricultural Enterprise ‘Ukraine’ (hereinafter referred to as the Company), which defines the key principles and requirements aimed at preventing corruption and compliance with the applicable anti-corruption legislation in the Company by members of the governing bodies, employees and other persons who may act on behalf of the Company.
The Policy has been developed by the laws of Ukraine, the Charter, and other internal documents of the Company, taking into account the requirements of generally recognized principles and norms of international law and international treaties.
The Policy reflects the commitment of the Company and its management to high ethical standards, as well as the Company’s desire to maintain its business reputation at the appropriate level.
The Company declares its principled position and condemns corruption as an illegal and unethical way of doing business.
2. GOALS OF THE DOCUMENT
2.1. By this Policy, the Company and its management set the following goals:
– Establish measures aimed at improving the corporate culture of the Company, implementing and developing the best practices of corporate governance, as well as standards of responsible business behavior;
– Minimize the risk of involvement of the Company and its employees, regardless of their position (hereinafter referred to collectively as ‘employees’) in corrupt activities.
– To form a uniform understanding of the policy of rejection of corruption in any form and manifestation among the owner, contractors, employees and other persons;
– To set out the principles aimed at preventing any manifestations of corruption, both on behalf of and about the Company and/or its employees, as well as at complying with the requirements of anti-corruption legislation in the course of business activities in any country of the world, regardless of the circumstances;
– Protection of the Company’s reputation: to ensure the preservation and improvement of its business reputation by demonstrating commitment to the principles of legality and honesty in relations with partners, customers and government agencies;
– Increase stakeholder confidence: to strengthen the confidence of investors, partners, customers and society in general in the Company’s activities through the implementation of effective anti-corruption mechanisms;
– Creating transparent business processes: implementing internal control and audit systems that ensure transparency and accountability of all operations and financial transactions;
– Ensure a level playing field: promote fair and equitable competition in the market by preventing the use of unlawful methods of influence and gaining advantages.
3. FIELD OF APPLICATION
3.1. All employees of the Company shall be guided by this Policy and strictly adhere to its principles and requirements.
3.2. The Director of the Company shall be responsible for organizing all measures aimed at implementing the principles and requirements of this Policy, including the appointment of persons responsible for the development of anti-corruption procedures, their implementation and control.
3.3 The principles and requirements of this Policy shall apply to the Company’s contractors and representatives, employees, as well as other persons, in cases where the relevant obligations are set out in contracts with them, in their internal documents or directly arise from the law.
4. APPLICABLE ANTI-CORRUPTION LEGISLATION
4.1 The Policy is developed according to the requirements of the
– The Constitution of Ukraine.
– Ukrainian anti-corruption legislation.
– International anti-corruption legislation.
4.2 Basic norms:
4.2.1. Prohibition of bribery, i.e. giving or promising to give any financial or other benefit/advantage to induce any person to perform his/her official duties improperly;
4.2.2. The prohibition of bribery, i.e. receiving or agreeing to receive any financial or other benefit/advantage for the improper performance of one’s official duties;
4.2.3. Prohibition of bribery of foreign public officials, i.e. giving or promising to give (directly or through third parties) any financial or other benefit/advantage to a foreign public official to influence the performance of his/her official duties, to gain business advantages or to secure competitive or other advantages;
4.2.4. The prohibition of bribery, i.e. the absence of adequate procedures aimed at preventing the giving or receiving of bribes by persons related to the Company in order to obtain business advantages, to ensure commercial and competitive advantages.
4.3. Taking into account the above, all employees of the Company are strictly prohibited, directly or indirectly, personally or through third parties, from engaging in corrupt practices, offering, giving, promising, requesting and receiving bribes or making payments to facilitate administrative, bureaucratic and other formalities in any form, including in the form of money, things of value, services or other benefits, to or from any person or organization, including commercial organizations, government and self-government authorities, public officials, private companies and their representatives.
4.4. The Company and its employees shall adhere to the generally recognized principles and norms of the state anti-corruption policy, and anti-corruption laws of Ukraine, as well as the principles and requirements of this Policy.
5. KEY PRINCIPLES
5.1. Mission of the top management.
The Director of the Company, the Management Board, heads of structural divisions shall form an ethical standard of intransigence towards any form and manifestation of corruption at all levels, setting an example by their behavior and familiarizing all employees and contractors with the anti-corruption policy, as well as consolidate the principle of rejection of corruption in any form and manifestation (the principle of ‘zero tolerance’) to corruption – absolute intolerance to corruption in any of its manifestations in the implementation of daily activities and strategic projects, including in interaction with owners, investors, counterparties, representatives of government, self-government, political parties, employees and other persons.
5.2. Reputation of the management.
The company shall make reasonable efforts to prevent persons known to be or have been involved in illegal activities from holding managerial positions or becoming members of its governing bodies.
5.3. Periodic risk assessment.
The Company shall periodically identify, review, and assess corruption risks specific to its activities in general and to certain areas in particular.
5.4. Adequate anti-corruption procedures.
The company develops and implements adequate procedures for preventing corruption that reasonably correspond to the identified risks and monitors their compliance.
5.5. Verification of counterparties.
The Company shall make reasonable efforts to minimize the risk of business relations with counterparties that may be involved in corrupt activities, for which purpose the counterparties’ tolerance to bribery shall be checked, including checking whether they have their anti-corruption procedures or policies, their readiness to comply with the requirements of this Policy and include anti-corruption conditions (clauses) in contracts, as well as to provide mutual assistance for ethical business conduct and prevention of corruption.
5.6. Informing and training.
The Company places this Policy in the public domain, openly declares its rejection of corruption, welcomes and encourages compliance with the principles and requirements of this Policy by all contractors, its employees and other persons, promotes the level of anti-corruption culture by informing and systematically training employees to maintain their awareness of the Company’s anti-corruption activities and mastering the methods and techniques of applying the anti-corruption policy in practice.
5.7. Monitoring and control.
Due to possible changes over time in corruption risks and other factors affecting business activities, the Company shall monitor the implemented adequate procedures for the prevention of corruption, control their compliance, and, if necessary, review and improve them.
5.8. Responsible official.
In order to ensure compliance with anti-corruption legislation, the Company shall appoint a person responsible for the implementation and improvement of the system of anti-corruption measures, who shall have the necessary experience and competencies, as well as independence, powers and resources sufficient for the effective implementation and improvement of the corporate system of compliance with anti-corruption legislation.
5.9. The Company establishes the principle of rejection of corruption in any form and manifestation both in everyday activities and in the implementation of strategic projects.
Thus, all employees and members of the Company’s governing bodies, as well as any third party acting on behalf of and/or for the benefit of the Company, are prohibited from corruption:
– Offer, promise, authorize or make payments in the form of cash or anything of value, including but not limited to business gifts, reimbursement of expenses, discounts, entertainment, etc., as well as any financial or other benefit or advantage to any governmental or local governmental authority or representative of a commercial organization to influence their actions (ensure inaction) and induce them to perform their official duties improperly and/or to obtain an improper commercial advantage;
– Demand, agree to receive or receive any payments in the form of money or any other valuables, as well as any financial or other benefit or advantage, if the receipt of such payments, benefits or advantages is in itself an improper performance of official or other statutory duties or is a reward for the improper performance of such duties;
– To mediate in bribery, commercial bribery, bribery of a person providing public services or provision/receipt of an unlawful benefit, as well as to directly transfer bribes, to carry out commercial bribery, bribery of a person providing public services or to provide/receive an unlawful benefit on behalf of a bribe giver or a bribe recipient, or a person providing/receiving an unlawful benefit, or otherwise assist the above persons in reaching or implementing an agreement between them on receiving and giving a bribe, commercial bribery, bribery of a person providing public services or providing/receiving an unlawful benefit.
6. ACTIVITIES WITH AN INCREASED RISK OF VIOLATIONS OF ANTI-CORRUPTION LEGISLATION
6.1. Contractual activities
6.1.1. Prohibition of non-contractual agreements.
The Company prohibits entering into any non-contractual agreements with any categories of counterparties on its behalf or in its interests, namely written or oral agreements that are not included in the main text of the agreement with the counterparty or an annex thereto and, accordingly, have not passed the standard approval procedures adopted by the Company.
Any agreement concluded with a third party in its written form, including all annexes thereto that are its integral part, shall contain the full scope of the terms and conditions and agreements on which such agreement is concluded.
6.1.2. Anti-corruption clause
In order to comply with anti-corruption legislation and to minimize the risk of the Company’s involvement in corrupt activities, if a contractual relationship with any third party may carry an increased risk of corruption, such a contract shall contain anti-corruption clauses. The Company shall establish criteria for determining the need to include an anti-corruption clause in the text of the agreement, taking into account the level of risk.
6.2. Checking counterparties
6.2.1. The Company shall make reasonable efforts to minimize the risk of establishing business, labor and other relations with individuals or legal entities that may be involved in corrupt activities and thus expose the Company to the risk of involvement in such activities.
In order to minimize the risk of involvement in corruption, the Company applies verification procedures both in relation to counterparties – legal entities, individual entrepreneurs, and individuals with whom the Company plans to enter into an employment contract.
6.2.2. The Company pays special attention to assessing the tolerance of counterparties to corruption, including checking whether they have their own systems of compliance with anti-corruption legislation, their readiness to comply with the requirements of this Policy and include anti-corruption clauses in contracts, as well as to provide mutual assistance for ethical business conduct and prevention of corruption.
6.3. Gifts and hospitality
6.3.1. Gifts that employees on behalf of the Company may give to other persons and organizations or that employees of the Company may receive from other persons and organizations in connection with their work, as well as entertainment expenses, including business hospitality and promotion expenses of the Company, must simultaneously meet the following criteria:
– be directly related to the legitimate purposes of the Company’s activities, for example, to the presentation or completion of business projects, successful performance of contracts or public holidays, memorable dates, anniversaries;
– be reasonably justified, proportionate and not be luxury items;
– not to be a hidden reward for a service, action, inaction, connivance, patronage, granting of rights, making a certain decision on a transaction, contract, license, permit, etc. or an attempt to influence the recipient of a gift for other illegal or unethical purposes;
– not to create a reputational risk for the Company, employees and other persons in case of disclosure of information about gifts or entertainment expenses;
– not to contradict the principles and requirements of this Policy, other internal documents of the Company and the norms of the current legislation.
6.3.2. Gifts on behalf of the Company, its employees or representatives to third parties in the form of cash or non-cash funds, regardless of currency, are not allowed.
6.4. Participation in charitable activities and sponsorship
6.4.1 The Company shall implement a unified charity policy aimed at creating an image of a socially responsible business partner. The Company does not finance charitable and sponsorship projects to obtain commercial advantages in specific projects.
6.5. Participation in political activities
6.5.1. The Company shall not finance political parties, organizations and movements for the purpose of gaining commercial advantages in specific projects.
6.6. Keeping accounting records
6.6.1. All financial transactions shall be accurately, correctly and in sufficient detail reflected in the accounting records of the Company, documented and available for inspection.
6.6.2. The Company has appointed employees who are responsible, as provided for by the current legislation of Ukraine, for the preparation and submission of complete and reliable financial statements within the time limits established by the current legislation.
6.6.3. Misrepresentation or falsification of the Company’s financial statements is strictly prohibited.
6.7. Audit and Control
6.7.1. On a regular basis, the Company shall conduct internal and external audits of its financial and economic activities, control over the completeness and correctness of data in accounting and compliance with the requirements of applicable laws and internal regulations, including the principles and requirements established by this Policy.
6.7.2. As part of the internal control procedures, the Company shall carry out audits of key business processes, including spot checks of the legality of payments, their economic feasibility, expediency of expenses, in particular, with regard to confirmation by primary accounting documents and compliance with the requirements of this Policy.
6.8. Interaction with employees
6.8.1. The Company shall require its employees to comply with this Policy, informing them of the key principles, requirements and sanctions for violations. All employees of the Company shall be guided by this Policy, in addition to other internal organizational and administrative documents, and shall strictly adhere to its principles and requirements.
6.8.2. In order to form an appropriate level of anti-corruption culture in accordance with the personnel policy in force at the Company, employees, including newly hired ones, shall be trained on ethical business conduct, provisions of this Policy and related documents, and periodic information seminars shall be held in person and/or remotely.
6.8.3. Compliance by the Company’s employees with the principles and requirements of this Policy shall be taken into account when forming a personnel reserve for promotion, as well as when imposing disciplinary sanctions.
6.9. Notification of violations
6.9.1. Employees of the Company who become aware of facts (or signs indicating them) of violations, attempts to violate the provisions of this Policy and/or anti-corruption legislation by employees or representatives of the Company, as well as by third parties, shall notify their immediate supervisor or send a message to the following email address: mm.savytska@dubnoinvest.com. The Company guarantees the confidentiality of information related to reports of corruption. If the report concerns the actions of the direct supervisor, the report may be sent to a senior manager or a person responsible for the implementation of this Policy.
6.9.2. The Company guarantees that no employee will be subjected to sanctions (including dismissal, demotion, deprivation of a bonus) if he or she reports a suspected fact of corruption, or if he or she refuses to give or receive a bribe, commit commercial bribery or provide mediation in bribery, including if, as a result of such refusal, the Company has lost profit or has not received commercial and competitive advantages.
7. RESPONSIBILITY FOR NON-FULFILMENT (IMPROPER FULFILMENT) OF THIS POLICY
7.1. The heads of the Company and its structural units shall be responsible, as provided for by the current legislation of Ukraine, for compliance with the principles and requirements of this Policy, as well as for the actions (inaction) of their subordinates who violate these principles and requirements.
7.2. For each reasonably justified suspicion or established fact of corruption, internal investigations will be initiated in accordance with the internal organizational and administrative documents of the Company, which establish such a procedure within the limits permitted by applicable law.
7.3. Persons guilty of violating the requirements of this Policy and anti-corruption legislation may be brought to disciplinary, administrative, civil or criminal liability at the initiative of the Company, law enforcement agencies or other persons in accordance with the procedure and on the grounds established by internal organizational and administrative documents and applicable law.
7.4. Contractors and partners involved in corrupt practices may be excluded from cooperation with the Company without the possibility of renewing contracts or business relations.
7.5 Persons who report possible violations in good faith shall be protected from harassment, discrimination or other negative consequences.