Regulations on the anti-corruption policy

1. REGULATION ON ANTI-CORRUPTION POLICY

1.1 These Regulations have been developed in accordance with the Federal Law No. 273-FZ «On Combating Corruption» dated 25.12.2008 in order to protect the rights and freedoms of citizens, to ensure legality, law and order and public safety, and define the objectives, basic principles of anti-corruption and measures to prevent corruption offenses, compliance with anti-corruption legislation by the management, employees and other persons who may act on behalf of Advanst Mobility Solutions LLC (hereinafter referred to as the «Company»).
1.2 The Company’s anti-corruption measures are aimed at:
— prevention of corruption, including the identification and subsequent elimination of the causes of corruption (corruption prevention);
— detection, prevention, suppression, disclosure and investigation of corruption offenses (anti-corruption);
— minimization and/or elimination of the consequences of corruption offenses.
1.3 All employees of the Company shall be guided by this Anti-Corruption Policy and shall strictly comply with its principles and requirements.

 

2. BASIC CONCEPTS

2.1 For the purposes of these Regulations, the following basic concepts shall be used:

Anti-Corruption Policy — the Company’s activities aimed at creating an effective anti-corruption system.

Corruption means abuse of official position, bribe giving, bribe taking, abuse of authority, commercial bribery or other illegal use by an employee of his/her official position contrary to the legitimate interests of society and the state in order to obtain a benefit in the form of money, valuables, other property or services of a proprietary nature, other proprietary rights for himself/herself or for third parties or illegal provision of such benefit to the said person by other individuals.

Conflict of interest — a situation in which an employee’s personal interest (direct or indirect) affects or may affect the proper performance of his/her job duties and in which a contradiction arises or may arise between the employee’s personal interest and the rights and legitimate interests of the Company, which may result in harm to the rights and legitimate interests, property and (or) business reputation of the Company.

Corruption manifestations — actions (inaction) of the Company’s employees that contain signs of corruption or contribute to it.

Corruption offense means an act that has signs of corruption and for which a regulatory legal act provides for civil, disciplinary, administrative or criminal liability.

Corruption factor means a phenomenon or a set of phenomena giving rise to corruption offenses or contributing to their spread.

Corruption prevention means the Company’s anti-corruption policy activities aimed at identifying, studying, limiting or eliminating phenomena that give rise to corruption offenses or promote their spread.

 

3. GOALS AND OBJECTIVES OF THE ANTI-CORRUPTION POLICY

3.1 The policy reflects the Company’s and its management’s desire to meet high ethical standards and principles of open and honest business conduct, as well as to maintain the Company’s reputation.

3.2 The purpose of the anti-corruption policy is to develop and implement versatile and consistent measures to prevent, eliminate (minimize) the causes and conditions that give rise to corruption, to form an anti-corruption consciousness characterized by intolerance of the Company’s employees, customers, counterparties and management bodies to corrupt practices.

3.3 The objectives of the Company’s anti-corruption policy are to:

— Formation of a uniform understanding of the Company’s policy of rejection of corruption in any forms and manifestations among counterparties, employees, and other persons;

— minimizing the risk of involvement of the Company’s management and employees, regardless of their position, in corrupt activities;

— Explaining to employees the basic requirements of the anti-corruption legislation of the Russian Federation;

— Establishment of obligations of employees to know and comply with the principles and requirements of this Policy, key norms of anti-corruption legislation, as well as measures to prevent corruption.

4. SCOPE OF APPLICATION AND DUTIES

4.1 All employees of the Company, regardless of their position and functions, shall be guided by this Policy and shall strictly comply with its principles and requirements.

4.2 The General Director of the Company shall be responsible for organizing all activities aimed at implementing the principles and requirements of this Policy, including appointment of persons responsible for the development of anti-corruption measures, their implementation and control.

4.3 The principles and requirements of these Regulations shall apply to counterparties and representatives of the Company, as well as to other persons in cases where the respective obligations are stipulated in contracts with them, in their internal documents or directly arising from the law.

 

5. ANTI-CORRUPTION LEGISLATION

5.1 The Company and all employees shall comply with the Russian anti-corruption laws established, inter alia, by the Criminal Code of the Russian Federation, the Code of the Russian Federation on Administrative Offenses, the Federal Law «On Combating Corruption» and other regulations, the main requirements of which are prohibition of giving bribes, prohibition of receiving bribes, prohibition of bribery and prohibition of mediation in bribery.

5.2 The basic principles of the Federal Law «On Combating Corruption» are:

Prohibition of bribery, i.e. giving or promising to give any financial or other benefit/benefit with the intent to induce a person to perform his/her official duties improperly;
Prohibition of accepting bribes, i.e., receiving or agreeing to receive any financial or other benefit/advantage for the improper performance of one’s official duties;
prohibition of bribery of public servants, i.e. giving or promising to give (directly or through third parties) to a public servant any financial or other benefit/advantage in order to influence the performance of his/her official duties improperly.

5.3 In view of the above, all employees are strictly prohibited, directly or indirectly, personally or through third parties, from engaging in corrupt practices, offering, giving, promising, requesting and receiving bribes.

 

6. KEY PRINCIPLES OF THE ANTI-CORRUPTION POLICY

6.1 The Company shall enshrine the principle of rejection of corruption in any form or manifestation in its day-to-day activities, including in interaction with counterparties, representatives of governmental authorities, political parties, its employees and other persons.

6.2 The key principles of the anti-corruption policy are:

The principle of compliance of the anti-corruption policy with the current legislation of the Russian Federation and generally accepted norms. Compliance of implemented anti-corruption measures with the Constitution of the Russian Federation, international treaties concluded by the Russian Federation, Russian legislation and other regulations applicable to the society.
The principle of personal example of the management. The key role of the society’s leadership in building a culture of intolerance to corruption and in creating a system for preventing and combating corruption.
Principle of employee involvement. Employees’ awareness of the provisions of anti-corruption legislation of the Russian Federation, their active participation in the formation and implementation of anti-corruption standards and procedures.
The principle of adequacy of anti-corruption procedures. Identification and assessment on a periodic basis of corruption risks typical for the Company’s activities, and implementation of corruption prevention measures that reasonably meet the identified risks.
Principle of responsibility and inevitability of punishment. Inevitability of punishment for all employees of the Company without exception in case they commit corruption offenses in connection with the performance of their employment duties, as well as personal responsibility of the management for the implementation of the internal anti-corruption policy.
Principle of business openness. Informing counterparties and other persons about the anti-corruption standards of business conduct adopted by the Company.
Principle of control and monitoring. Monitoring the effectiveness of implemented anti-corruption standards and procedures, as well as control over their implementation.

7. DIRECTIONS OF ANTI-CORRUPTION POLICY OF THE SOCIETY

7.1 Role of the management.

The General Director and officers of the Company shall form an ethical standard of irreconcilable attitude to any forms and manifestations of corruption at all levels, setting an example by their behavior and familiarizing all employees with the anti-corruption policy.

7.2 Prohibition of corruption.

The Company’s employees are strictly prohibited, directly or indirectly, personally or through third parties, from engaging in corrupt practices, receiving remuneration from individuals and legal entities (gifts, monetary remuneration, services, payment for entertainment, recreation, transportation expenses and other remuneration) in connection with the performance of labor duties.

7.3 Adequate anti-corruption procedures and risk assessment.

The Company shall periodically identify and assess the possibility of corruption risks specific to its activities. It carries out corruption prevention measures that reasonably meet the identified risks and monitors compliance with them.

7.4 The obligations of the company’s employees:

— To be honest and decent in business relations, to refrain from any unfair ways of doing business;

— not to use for personal purposes their official position, confidential information, tangible and intangible assets of the Company;

— in their activities not to allow illegal actions or actions that may cause suspicion as to their legality and ethics;

— refrain from committing and (or) participating in committing corruption offenses in the interests or on behalf of the Company;

— refrain from behavior that may be interpreted by others as a willingness to commit or participate in the commission of a corruption offense;

— immediately inform his/her immediate superior or the Company’s management about cases of inducement of an employee to commit corruption offenses;

— immediately inform the immediate supervisor or the Company’s management about information known to the employee about cases of corruption offenses committed by other employees, contractors of the organization or other persons;

— notify the Company’s management, prosecutor’s office or other state bodies about any persons approaching him/her with the purpose of inducing him/her to commit corruption offenses;

— notify the manager or his/her immediate superior of the possibility of a conflict of interest arising or having arisen in an employee.

7.5 Conflict of Interest Management.

7.5.1 The Company shall take measures to prevent conflicts of interest. The measures are aimed at excluding the possibility of material and (or) personal benefits for employees as a result of using their official position because they (their family members, close relatives) have rights that provide such a possibility.

7.5.2 The Company shall strive to prevent and timely resolve pre-conflict situations among employees.

7.5.3 The Company adheres to the following principles of conflict of interest management:

— mandatory disclosure of information on real or potential conflicts of interest;

— individual consideration and assessment of each conflict of interest and its settlement;

— confidentiality of the process of disclosure of information on a conflict of interest and its resolution;

— observance of the interests of the Company and the employee when resolving conflicts of interest;

— protection of the employee from prosecution in connection with reporting a conflict of interest that was disclosed by the employee and resolved by the Company in a timely manner.

7.6 Gifts and hospitality expenses.

7.6.1 Gifts that employees on behalf of the Company may give to other persons and organizations, gifts that employees, in connection with their activities in the Company, may receive from other persons and organizations, as well as hospitality expenses, including — expenses of the Company’s employees for business hospitality, must simultaneously meet the following criteria:

— be directly related to the legitimate objectives of the Company’s activities or national holidays (New Year, March 8, February 23, etc.), memorable dates, anniversaries;

— be reasonable, proportionate and not be luxury items; the value of the gift may not exceed 3,000.00 (three thousand) rubles (Clause 2 of Article 575 of the Civil Code of the Russian Federation);

— not represent a hidden reward for a service, action, inaction, granting rights, making a certain decision on a transaction, etc., or an attempt to influence the recipient for any other illegal or unethical purpose;

— not create a risk to the reputation of the Company, employees and other persons in case of disclosure of information on gifts or hospitality expenses;

— not contradict the principles and requirements of these Regulations, the Code of Business Ethics, other internal documents of the Company and applicable laws.

7.6.2 Gifts in the form of cash are prohibited.

7.7 Participation in charitable activities.

The Company may decide to participate in charitable activities aimed at creating the image of the Company as a socially responsible business. The Company shall not finance charitable projects in order to obtain commercial advantages in specific projects of the Company.

7.8 Participation in political activities.

7.8.1 The Company shall not finance political parties, organizations and movements for the purpose of obtaining commercial advantages.

7.8.2 The Company’s employees shall have the right to participate on their own behalf in political parties, public organizations and movements, public foundations, and other non-profit organizations established in accordance with the applicable laws of the Russian Federation.

7.8.3 Employees of the Company shall be independently liable in accordance with the applicable laws of the Russian Federation for participation in public organizations.

7.9. Interaction with government officials.

7.9.1 The Company shall not, on its own or through its employees, pay any expenses (monetary remuneration, loans, services, entertainment, recreation, transportation expenses and other remuneration) on behalf of public servants and their close relatives (or in their interests) in order to obtain or retain an advantage in commercial activities.

7.9.2 The Company’s employees shall be independently liable for corrupt practices in their independent interaction with civil servants in accordance with the applicable laws of the Russian Federation

7.10. Interaction with employees.

7.10.1 The Company shall require its employees to comply with this Policy by informing them of the key principles, requirements and sanctions for violations.

7.10.2 The Company shall organize safe, confidential and accessible means of informing the management about the facts of corruption offenses. The General Director may receive suggestions for improving anti-corruption measures and controls, as well as requests from employees and third parties.

7.10.3 New employees are provided with induction training on the provisions of this Policy and related documents in order to develop an appropriate level of anti-corruption culture.

7.11. Interaction with counterparties.

The Company declares openness in the fight against corruption. The Company shall strive to reasonably minimize the risk of business relations with counterparties that may be involved in corrupt activities.

The Company strives to have business relations with counterparties that support the requirements of anti-corruption legislation and (or) declare aversion to corruption.

7.12. Refusal from retaliatory measures and sanctions.

The Company declares that no employee will be subject to sanctions (including dismissal, demotion, loss of bonus) if he/she reports a suspected fact of corruption, or if he/she refuses to give or receive a bribe, commit commercial bribery or mediate bribery, including if such refusal resulted in the Company’s loss of profit or commercial and competitive advantages.

7.13. Internal financial control.

7.13.1 The main purpose of the internal financial control is to confirm the reliability of the Company’s accounting and reporting, compliance with the applicable laws of the Russian Federation regulating the procedure for financial and economic activities.

7.13.2 The Company’s internal control system ensures:

— accuracy and completeness of accounting documentation, prevention of errors and distortions;

— timely preparation of reliable financial statements;

— execution of orders and instructions of the General Director of the Company;

— fulfillment of the Company’s financial and economic activity plans.

7.13.3 The system of control over the state of accounting in the Company includes verification of:

— compliance with the requirements of the legislation of the Russian Federation regulating the procedure for financial and economic activities;

— accuracy and completeness of documents and accounting registers;

— prevention of possible errors and distortions in accounting and reporting;

— fulfillment of orders and instructions of the management;

— control over safety of financial and non-financial assets of the Company.

7.13.4 Control over documentation of the Company’s business operations is primarily related to the obligation to maintain financial (accounting) statements by the Company and is aimed at preventing and detecting relevant violations: preparation of unofficial statements, use of forged documents, recording of non-existent expenses, absence of primary accounting documents, corrections in documents and statements, destruction of documents and statements before the established deadline, etc.

7.13.5 The economic feasibility of transactions in corruption risk areas may be verified in relation to the exchange of business gifts, hospitality expenses, charitable donations, remuneration to external consultants and other areas. Attention should be paid to the presence of circumstances — indicators of misconduct.

7.13.6 All financial transactions should be accurately, correctly and with a sufficient level of detail reflected in the Company’s accounting records, documented and available for inspection.

7.13.7 Misrepresentation or falsification of the Company’s accounting records is strictly prohibited and shall be considered fraud.

7.14. Informing.

7.14.1 The Company shall openly declare its rejection of corruption and shall welcome and encourage compliance with the principles and requirements of these Regulations by all counterparties, its employees and other persons.

7.14.2 The Company shall promote the level of anti-corruption culture by informing and educating its employees in order to keep them aware of the Company’s anti-corruption policy.

7.15. Corruption Prevention

7.15.1 The Company shall inform its employees about the anti-corruption legislation of the Russian Federation, measures taken by the Company for this purpose, as well as provisions and requirements of this Anti-Corruption Policy.

7.15.2 The Company shall conduct induction training for all newly hired employees of the Company in terms of applicable requirements of the anti-corruption laws and internal documents of the Company.

7.15.3 The Company shall require its employees to comply with the Company’s Anti-Corruption Policy by informing them about the key principles, requirements and sanctions for violations. All employees of the Company shall be guided by the Company’s Anti-Corruption Policy and shall strictly comply with its principles and requirements.

7.15.4 Any Employee in case of doubts about the legality of his/her actions, as well as actions, omissions or suggestions of other employees, counterparties or other persons who interact with the Company, in accordance with the principles and requirements of the Anti-Corruption Policy, shall inform his/her immediate superior and/or authorized person, who, if necessary, will provide recommendations and clarifications regarding the situation.

7.16. Anti-corruption measures.

The Company plans to implement the following anti-corruption measures to prevent and combat corruption:

7.16.1 Regulatory support, consolidation of standards of behavior and declaration of intentions:

— development and adoption of the code of business ethics and official behavior of employees;

— agreeing with the Company’s contractors to introduce a standard anti-corruption clause into newly concluded contracts related to the Company’s business activities;

7.16.2 Training and informing employees:

— familiarizing employees against signature with regulatory documents governing the issues of prevention and counteraction to corruption at the enterprise;

— organizing training events on corruption prevention and counteraction issues;

— organization of individual consultations with employees on the application (compliance with) anti-corruption standards and procedures;

7.16.3 Ensuring compliance of the company’s internal control system with the requirements of the anti-corruption policy:

— exercising control over accounting data, availability and reliability of primary accounting documents.

 

8. RESPONSIBILITY

8.1 The General Director and the Company’s employees, regardless of their position, shall be responsible for compliance with the principles and requirements of the Company’s Anti-Corruption Policy, as well as for actions (inaction) of their subordinates that violate these principles and requirements.

8.2 The measures of responsibility for corrupt practices in the Company include: measures of criminal, administrative and disciplinary responsibility in accordance with the laws of the Russian Federation and measures of corporate action in accordance with the Company’s legal acts.

8.3 The Company shall have the right to conduct an internal audit of each reasonable suspicion or established fact of corruption within the limits permitted by the laws of the Russian Federation.

 

9. COOPERATION WITH LAW ENFORCEMENT AUTHORITIES IN THE FIELD OF ANTI-CORRUPTION ACTIVITIES

9.1 Cooperation with law enforcement authorities is an important indicator of the Company’s actual commitment to the declared anti-corruption standards of behavior. This cooperation may take various forms:

— it is necessary to report to the relevant law enforcement authorities cases of corruption offenses of which the Company has become aware;

— assisting authorized representatives of supervisory and law enforcement agencies in their inspections of the Company’s activities on corruption prevention and counteraction issues;

— assisting authorized representatives of law enforcement agencies in carrying out measures to suppress or investigate corruption offenses, including operational and investigative measures;

— the company’s management and employees should not allow interference in the performance of their official duties by judicial or law enforcement officials.

 

10. AMENDMENTS

10.1 In case of identification of insufficiently effective measures of these Regulations or related anti-corruption measures of the Company, or in case of changes in the requirements of the applicable laws of the Russian Federation, the General Director of the Company, as well as responsible persons, shall organize the development and implementation of an action plan for revision and amendment of these Regulations and/or anti-corruption measures.