Anti-Corruption Policy
1. ABSTRACT
Purpose of the Policy
The Policy reflects Nexign Group's commitment to high ethical standards of open and honest business conduct to enhance its corporate culture, adhere to best practices in corporate governance and maintain Nexign Group's goodwill. The purpose of the Policy is to define key principles and requirements aimed at preventing corruption and Nexign Group's compliance with Applicable Anti-Corruption Laws.
2. SCOPE OF THE POLICY
The policy requirements are binding for all Nexign Group employees.
The Policy is open for adherence by all Nexign Group companies. The decision to adhere to the Policy is made by the authorized management of Nexign Group company in accordance with the procedure established by law and the internal regulations of such company. Unless otherwise specified in the adherence resolution, the Policy, and any subsequent revisions thereto, shall be binding on all employees of the affiliated organization. Nexign Group companies may also develop and approve their own local regulations based on the Policy.
3. REFERENCES
Federal Law No. 273-FZ " Anti-corruption Control" dated 25.12.2008
Civil Code of the Russian Federation, approved by Federal Law No. 51-FZ of 30.11.1994, approved by Federal Law No. 14-FZ of 26.01.1996, approved by Federal Law No. 146-FZ of 26.11.2001, approved by Federal Law No. 230-FZ of 18.12.2006.
When using this document, it is advisable to check that the Normative References used are up to date. If a document has been canceled with a replacement, the replacement regulations should be followed. In the absence of such, the document shall apply to the extent not affecting the irrelevant references.
4. TERMS, DEFINITIONS AND ABBREVIATIONS
| Terms/abbreviations | Definition | |
| 1 | Policy | the intentions and direction of the organization as formally articulated by its senior management. |
| 2 | Nexign Group | refers to Nexign, JSC and its Subsidiaries. |
| 3 | Subsidiary | refers to a company in relation to which Nexign, JSC, due to its beneficial participation in the company’s equity or in accordance with a contract concluded between the company and Nexign JSC, or otherwise, is entitled to influence this company’s decision-making. |
| 4 | Public official | refers to an employee appointed to a position according to the established procedure:
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| 5 | Counterparties | collectively refers to:
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| 6 | Applicable anti-corruption legislation | refers to substantive law of the Russian Federation and foreign countries governing relationships in the area of corruption combating to be applied to Nexign Group in the cases listed in Section 6 hereof. |
| 7 | Familiarization system | an information system created on the Atlassian Jira platform, which can be accessed only by authorized users. Designed to automate the process of familiarizing employees with the employer's internal documents directly related to their labor activity, using a simple electronic signature. |
| 8 | Responsible Employee(s) | refers to Employee(s) of Nexign Group companies responsible for developing and implementing standards and anti-corruption procedures intended to ensure the Nexign Group integrity, monitor their enforcement and prevent corruption offences. |
| 9 | Employees | refers to individuals who have entered into employment agreements with Nexign, JSC and/or its Subsidiaries, regardless of their position (including members of Nexign executive bodies, heads of territorial and internal divisions of Nexign, managers) and internal / territorial division of Nexign Group (including employees of all branch offices and representative offices of the Company). |
| 10 | Immediate relatives | relatives in this Policy are defined as spouses, parents, children, brothers, sisters, grandparents, grandchildren, as well as parents, children of the employee's spouses, other members of the employee's family living with or financially dependent on the employee, and cohabiting partners of either gender. |
5. PURPOSE AND SCOPE OF THE POLICY
5.1. This Policy is the basic local regulation of Nexign Group defining the key principles and requirements aimed at preventing corruption and ensuring that Nexign Group comply with the Applicable anti-corruption legislation.
5.2. The Policy has been developed in accordance with the legislation of the Russian Federation, the Charter and other local regulations of Nexign Group, the requirements of anti-bribery treaties, as well as the principles and requirements of the US Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act 2010.
5.3. In relation to the Employees of Nexign Group, the requirements of this Policy have direct effect as provisions of local regulation act. Employees shall be obliged to adhere to this Policy and strictly comply with its key principles and requirements.
6. OBJECTIVES OF THE POLICY
6.1. The Policy reflects commitment of Nexign Group to high ethical standards of conducting open and fair business in order to improve corporate culture, adhere to the best corporate governance practices and maintain the business reputation at an appropriate level.
6.2. Nexign Group sets for itself the following objectives:
6.2.1. to minimize the risk that Nexign, JSC, its Subsidiaries, Employees and Counterparties become involved in corrupt activity.
6.2.2. to foster a uniform understanding of the intolerance for any form or manifestation of corruption among the shareholders, the investment community, the Counterparties, the Employees and Subsidiaries, members of their governing bodies, employees and others.
6.2.3. to summarize and clarify the main requirements of the Applicable anti-corruption legislation.
6.2.4. to establish the obligation of the Employees to be aware of and comply with the key principles and requirements of this Policy, the provisions of the Applicable anti-corruption legislation, as well as to take adequate measures to prevent corruption.
7. ORGANIZATION OF THE COMPANY’S ANTI-CORRUPTION ACTIVITY AND COMPETENCE OF RESPONSIBLE PERSONS
7.1. This Policy is approved by the General Director of an organization belonging to Nexign Group. The overall management of anti-corruption activities is assigned to the Security Business Partner of the Security Department of Nexign JSC.
7.2. Within its competence the Security Department of Nexign JSC:
7.2.1. ensure the development and implementation of the Code of Ethics for the Employees, standards, anti-corruption procedures aimed at ensuring the integrity of Nexign Group, and shall monitor their enforcement.
7.2.2. make decisions on amending it in the cases stipulated in Section 23 hereof.
7.2.3. be responsible for organizing all activities aimed at implementing the key principles and requirements of this Policy, in particular:
(a) shall make decisions on holding anti-corruption seminars for the Employees and/or Counterparties (Counterparties’ employees);
(b) shall make decisions on holding repeated anti-corruption instructive sessions based on analysis of the results of the activities to control the awareness of and compliance with the key principles and requirements of this Policy by the Employees and/or Counterparties as provided for herein;
(c) shall make decisions on whether to enter into contractual relationships with the Counterparties based on a tentative assessment of the Counterparties’ tolerance for corruption in accordance with Section 15 hereof;
(d) shall make decisions on whether to impose contractual liability measures on the Counterparties that have failed to comply with the agreements to follow the key principles and requirements of this Policy or those of the anti-corruption policies of the Counterparty that are available on the website of the Counterparty or in other information resources of the Counterparty (including termination of contractual relationships with the Counterparties that do not comply with the requirements hereof);
(e) shall make decisions on whether to impose liability measures provided for by the labor legislation of the Russian Federation to the Employees in case they violate the requirements set forth herein;
(f) shall make decisions on conducting the audits provided for by Clause 15.1.3 (a) hereof;
(g) shall make decisions on resorting to law enforcement and/or judicial authorities in the cases set out in Clause 23.5 hereof;
7.2.4. designate the Responsible employees.
7.3. The duties of the Responsible employees include:
7.3.1. developing and implementing the standards, anti-corruption procedures intended to ensure the integrity of Nexign Group, and proposing amendments to these documents and procedures.
7.3.2. organizing and initiating of activities stipulated by Clause 7.2.3 of this Policy in order to implement the key principles and requirements of this Policy.
7.3.3. other duties as stipulated in relevant job descriptions.
7.4. The Responsible Employees shall be entitled to request from the Employees information (verbally or in writing), as well as documents on compliance with the key principles and requirements of this Policy and the Applicable anti-corruption legislation.
8. APPLICABLE ANTI-CORRUPTION LEGISLATION
8.1. Anti-corruption legislation of Russia.
8.1.1. The Employees shall comply with the anti-corruption legislation of Russia, the provisions set forth, inter alia, by international agreements ratified by the Russian Federation, the Criminal Code of the Russian Federation, the Code of Administrative Offences of the Russian Federation, Federal Law No. 273-FZ of December 25, 2008 “On Countering Corruption” and other regulations, the main requirements of which include prohibition of giving bribes, prohibition of taking bribes, prohibition of commercial bribery and prohibition of mediation in bribery.
8.2. Anti-corruption legislation of foreign countries.
8.2.1. Nexign Group complies with the principles and requirements of the US Foreign Corrupt Practices Act and the UK Bribery Act, which are not inconsistent with the legislation of the Russian Federation. The requirements of the aforementioned acts have been implemented in the provisions of this Policy and are binding on the Employees.
8.2.2. Nexign Group may, including at the suggestion of its Employees or Counterparties, voluntarily undertake to comply with anti-corruption laws of other foreign countries, if it considers that compliance with such laws will:
(a) contribute to the attainment of the objectives of this Policy (Section 6);
(b) meet global trends of combating corruption; and;
(c) not to contradict to the legislation of the Russian Federation.
8.2.3. Nexign Group undertakes, and the Employees shall be obliged to comply with the key principles and requirements of this Policy (including the provisions of the Policy reflecting the requirements of the US Foreign Corrupt Practices Act and the UK Bribery Act) when conducting business in any foreign countries. In addition, Nexign Group and its Employees acting on behalf and in the interests of Nexign Group undertake to comply with national anti-corruption legislation of those foreign countries where:
(a) the Company’s branch offices and representative offices are incorporated and operate (if applicable);
(b) the Employees perform their labor function or work assignment;
(c) Nexign Group has its movable or immovable property, which Nexign Group owns or uses on any basis, and/or Nexign Group’s property rights are registered;
(d) Nexign Group contracts are entered into and/or fulfilled;
(e) the Counterparties, as well as subsidiaries and/or joint ventures with the participation of Nexign Group are incorporated;
(f) the Employees interact with Public officials.
8.3. Subject to the requirements of the Applicable anti-corruption legislation (clauses 8.1 - 8.2 above), Nexign Group and all its Employees are strictly prohibited to directly or indirectly, personally or through third parties, participate or mediate in corrupt practices (including, for this purpose, using mail and other means and tools of cross-border trade), offer (support, pursue or promote offering), give (pay), promise, allow (within the scope of their powers as set out in Charter and local regulations of Nexign Group) to transfer bribes in the form of money, valuables, proposals, gifts, promises and/or permissions to provide anything, services, financial or other benefits or advantages or to make, facilitate or accelerate payments for simplifying, expediting or providing for routine administrative procedures, administrative, bureaucratic or other formalities.
9. KEY PRINCIPLES
9.1. Mission of the management.
Representatives of Nexign Group Management shall set an ethical standard of intolerance for any forms and manifestations of corruption at all levels, serving as a role model to the Employees and the Counterparties by their behavior. The Company pursues the principle of zero tolerance for corruption in all forms and manifestations (the zero tolerance principle) in carrying out its day-to-day operations and implementing strategic projects, including in interacting with shareholders (participants), investors, Counterparties, Public officials, Employees.
9.2. Periodic risk assessment.
Nexign, JSC and its Subsidiaries identify and periodically update corruption risk indicators specific to its operations and potentially vulnerable business processes.
9.3. Adequate anti-corruption procedures.
Nexign Group develops and implements, by way of incorporating into this Policy, adequate anti-corruption procedures that reasonably address the risks identified after the date of putting this Policy into effect, and monitors their observance.
9.4. Checking Counterparties.
Nexign Group makes reasonable efforts to minimize the risk attributed to business relationships with Counterparties that may be involved in corrupt practices; for this purpose, the Company assesses (either independently or by engaging external consultants) the Counterparties’ tolerance for corruption according to the procedure set out in Section 15 hereof.
9.5. Raising awareness and training.
Nexign, JSC makes this Policy freely available on its corporate website at www.nexign.com, openly declares its intolerance for corruption, welcomes and encourages compliance with the key principles and requirements of this Policy by all its Counterparties, Subsidiaries, members of their governing bodies, employees and other persons, as well as promotes an anti-corruption culture by way of raising awareness and conducing trainings in accordance with the procedure set out in Section 14 hereof.
9.6. Monitoring and control.
Nexign, JSC monitors the adequate corruption prevention procedures implemented, as well as at its Counterparties and Subsidiaries, controls compliance with them, and, if necessary, improves them or takes the initiative or, if such a right is granted to a Nexign Group company by law or a contract, requests their improvement (with respect to third parties).
10. GIFTS AND HOSPITALITY EXPENSES
10.1. Gifts and hospitality expenses, including business hospitality, which the Employees may provide on behalf and/or in the interest of Nexign Group to individuals and legal entities or which the Employees, in connection with their employment with Nexign Group, may receive from individuals and legal entities, shall meet a combination of the five criteria specified below (Сlauses 10.1.1-10.1.5 hereof):
10.1.1. shall be directly related to the legitimate business purposes of Nexign Group, e.g. presentation or completion of business projects, successful fulfilment of contracts, or to generally accepted (public, national, religious) holidays, anniversaries, commemorative dates.
10.1.2. shall be reasonably justified, appropriate to the occasion for which a gift is presented and shall not be a luxury item.
10.1.3. shall not constitute a covert reward for a service, action, omission, connivance, patronage, granting of rights, making a certain decision on a transaction, agreement, license, permit, etc. or an attempt to influence the recipient for another illegitimate or unethical purpose.
10.1.4. shall not pose a reputational risk to Nexign Group and other parties, if information about the gifts or hospitality expenses is disclosed.
10.1.5. shall not be inconsistent with the key principles and requirements of this Policy, other local regulations of Nexign Group and applicable legislation, including the Applicable anti-corruption legislation, in particular, the provisions of Articles 575 and 576 of the Civil Code of the Russian Federation governing cases in which gifts are prohibited or restricted (in particular, entity of Nexign Group hereby notifies the Employees of the prohibition to present/accept gifts on behalf and/or in the interests of the entity to/from commercial organizations, respectively).
10.2. Gifts on behalf or in the interests of Nexign Group and its representatives in the form of monetary funds, in cash or in a non-cash form in any currency are inadmissible.
10.3. Gifts presented to Nexign, JSC and its Subsidiaries shall be transferred to Nexign Administration Directorate for displaying in an exhibition held for the Employees in the premises of Nexign Group.
11. INVOLVEMENT IN CHARITABLE ACTIVITY AND SPONSORSHIP
11.1. Nexign Group does not fund charitable or sponsorship projects for the purpose of obtaining/retaining business or gaining commercial advantage in specific projects.
12. INVOLVEMENT IN POLITICAL ACTIVITY
12.1. Nexign Group does not fund Russian or foreign political parties, organizations or movements, their leadership or members, as well as candidates for state or municipal office in the Russian Federation or foreign countries for the purpose of obtaining/retaining business or gaining commercial advantage in specific projects.
13. INTERACTING WITH PUBLIC OFFICIALS
13.1. Nexign Group refrains from paying any expenses for or in the interests of Public officials and their Immediate relatives for the purpose of obtaining/retaining business or gaining commercial advantage in specific projects, including expenses for transport, accommodation, meals, entertainment, PR campaigns, etc., or providing them with other benefits at the Group’s expense.
14. INTERACTING WITH EMPLOYEES
14.1. Nexign Group Company makes the Employees aware of this Policy using its Documentation familiarization system (DFS) or personally by signature, and advises them of the key principles, requirements of the Policy and sanctions for its breach.
14.2. In order to foster an appropriate level of an anti-corruption culture, an introductory briefing on the provisions of this Policy and related documents is conducted for new Employees and periodic anti-corruption instructive sessions, at least once a year, are held for existing Employees in an internal and/or remote format (by the Company independently or with the engagement of external consultants).
14.3. The Employees’ adherence to the key principles and requirements of this Policy shall be taken into account when hiring new Employees, as well as when creating a talent pool for promotion to higher positions.
15. COUNTERPARTIES, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
15.1. Nexign Group shall conduct (independently or with the engagement of external consultants) a check/an audit of its Counterparties, including the parties with whom the Group plans to establish joint ventures in the territory of the Russian Federation or foreign countries, prior to entering into contractual relationships with them. The check is conducted in order to assess the Counterparties’ tolerance for corruption (Сlause 9.4 hereof) and their business reputation and includes, but is not limited to:
15.1.1. checking whether the Counterparties have their own local regulations setting out anti-corruption procedures and whether such regulations and procedures comply with the requirements of this Policy and the Applicable anti-corruption legislation.
15.1.2. assessing the Counterparties’ willingness to comply with the requirements of this Policy and the Applicable anti-corruption legislation by supplementing their own local regulations or enacting local regulations identical to this Policy (if, according to Nexign Group, the Counterparties’ own anti-corruption local regulations are absent or unsatisfactory).
15.1.3. assessing the willingness to include anti-corruption clauses in contracts and to provide mutual assistance for ethical business conduct and corruption prevention, in particular:
(a) to grant Nexign Group the right to carry out regular audits of the Counterparties’ operations (within the time frames and in the manner stipulated in the relevant contracts), so that to ensure compliance with the Company’s requirements to anti-corruption policies;
(b) to introduce changes to the Counterparties’ existing corruption prevention business processes based on the recommendations or mandatory requirements (as contractually agreed) of Nexign Group;
(c) to invest funds in conducting anti-corruption seminars and trainings for its own employees who are directly involved in the fulfilment of contracts with Nexign Group.
15.1.4. In contracts with the Counterparties Nexign Group Companies shall include an obligation to comply with the applicable requirements of this Policy, and in particular extend to such Counterparties the requirements of Section 9 hereof.
15.1.5. In respect of the Counterparties and (where applicable) their employees, who are directly involved in the fulfilment of the contracts entered into by such Counterparties with Nexign Group, the Group may also, from time to time at its discretion, conduct training similar to that specified in Clause 14.2 hereof.
15.1.6. Nexign Group shall make reasonable efforts to ensure that the key principles and requirements of this Policy are observed by counterparties, subsidiaries, joint ventures and other alliances in which the Company participates. In particular, prior to joining such alliances, Nexign Group shall analyse information about the reputation of their current members and participants and their tolerance for corruption. When participating in Subsidiaries, joint ventures or associations, participation of affiliates, initiates consideration of the issue of adoption of similar anti-corruption acts in such Subsidiaries, joint ventures and associations.
16. PAYMENTS THROUGH INTERMEDIARIES OR TO THIRD PARTIES
16.1. Nexign Group shall not engage or use intermediaries, Counterparties, joint ventures or other parties to do anything that contradicts the key principles and requirements of this Policy or the Applicable anti-corruption legislation.
17. CONFLICT OF INTEREST
17.1. The procedure for identifying and resolving conflicts of interest arising for all employees in the course of their employment duties is established by the Conflict of Interest Regulation.
18. ACCOUNTING
18.1. All of the accounting records of Nexign Group shall be neatly, correctly and in sufficient detail recorded in the Group’s accounting records, documented and available for check-out.
18.2. Nexign Group has developed and maintained an internal control system to ensure that:
18.2.1. all actual business activities of Nexign Group are carried out upon general or specific authorization of the Group’s management (the Group’s governing bodies, heads of territorial or internal divisions, heads of business areas or individual projects, who are competent in accordance with the Nexign Group Charter and local regulations).
18.2.2. all actual business activities carried out by Nexign Group, in its name, in its interests and/or on its behalf, are documented.
18.2.3. access to the assets of Nexign Group is only possible upon general or specific authorization of the management (in accordance with the term definition in Clause 18.2.1 hereof).
18.2.4. the documented accounting records of Nexign Group are compared to the Group’s existing accounting records with the frequency established by the applicable legislation and the local regulations of Nexign Group. If any discrepancies are found, the Group takes appropriate actions as prescribed by applicable legislation and the local regulations.
18.3. Nexign Group has designated the Employees who are personally responsible for the preparation and submission of full and fair accounting (financial) statements within the time frames established by the applicable legislation.
18.4. Misrepresentation, falsification and/or preparation of “unofficial” accounting (financial) statements of the Company or acceptance of forged primary documents is strictly prohibited.
18.5. Should Nexign Group become aware of actual or intended misrepresentation or falsification of the Company’s accounting (financial) statements, Nexign Group shall conduct an internal investigation and, if this information is confirmed, it shall hold the guilty Employees liable under the labor legislation of the Russian Federation.
18.6. A fact, discovered and confirmed under Clause 18.5 of this Policy, that an Employee is preparing or has made a misrepresentation or falsification of financial statements of Nexign Group shall constitute grounds for Nexign Group to resort to competent law enforcement authorities in accordance with Section 23 hereof.
19. REPORTING OF INCIDENTS
19.1. If any Employee, as well as the Individual Counterparties, doubt about the legitimacy or ethics of their actions, as well as the actions, omissions or proposals of other Employees, Counterparties or other parties who interact with Nexign Group, in particular, regarding the legitimacy of any alleged payment, gift, proposal or promise of anything of value under the legislation of a foreign country, they shall report this to the Responsible employee or their line manager, who shall communicate the reported information to the Responsible employee within three (3) business days.
19.2. In response to a request from an Employee, as well as Individual Counterparties, the Responsible employee or this Employee’s line manager, after consultation with the Responsible Employee, shall provide advice and clarification on the situation.
19.3. The Responsible Employee shall record and keep all notifications received by him/her on the aforementioned matters within the time frames established by the local regulations of Nexign Group on workflow management.
19.4. Nexign Group shall takes adequate and reasonable steps to keep any notifications of the above facts confidential. However, the Employees and Individual Counterparties should be aware that in some cases this may not be possible due to legal requirements and Nexign Group's interests.
20. REFUSAL OF RETALIATION AND SANCTIONS
20.1. Nexign Group declares that no Employee will be subject to sanctions (including dismissal, demotion to a lower appointment, loss of bonus) if he/she reports an alleged act of corruption or refuses to do the acts expressly prohibited herewith, including if, as a result of such refusal, the Company has suffered losses, including lost profits, failure to obtain/retain business or to gain a commercial and competitive advantage.
20.2. Nexign Group declares (and includes a similar provision in its contracts with the Counterparties) that it will not make any claim, demand or action for damages against any of its Counterparties who have reported alleged corruption or refused to take actions expressly prohibited herewith.
21. AUDIT AND CONTROL
21.1. Nexign Group regularly carries out internal and mandatory audits (if applicable) of financial and business operations, controls the completeness and accuracy of data reflected in the book records, accounting (financial) statements and the compliance with legal requirements, including the Applicable anti-corruption legislation and local regulations of Nexign Group, as well as the key principles and requirements stipulated in this Policy.
21.2. As part of its internal control procedures, Nexign Group conducts audits of key business processes, including selective checks on the legality of payments made, their economic feasibility, and the reasonableness of expenses, in particular, for confirmation by primary accounting documents and compliance with the requirements of this Policy.
22. AMENDING
22.1. Should insufficiently effective provisions of this Policy or related business processes of Nexign Group be identified, or should the requirements of the Applicable anti-corruption legislation change, Nexign Security Business Partner shall organize the development and implementation of an action plan to update this Policy and/or business processes.
22.2. Changes introduced to the Policy shall be published in accordance with the procedure stipulated in Clause 9.5 hereof.
23. LIABILITY FOR FAILURE TO COMPLY WITH THIS POLICY
23.1. Nexign Security Business Partner, Responsible employees and other Employees shall be personally liable for the compliance with the key principles and requirements of this Policy and for the actions (omissions) of their subordinate Employees that violate these key principles and requirements.
23.2. The Responsible Employees of Nexign Group shall initiate an internal investigation, to the extent permitted by the applicable legislation, on each reasonably confirmed, in the Company’s opinion, alleged or actual fact of corruption involving an Employee or a Counterparty (Counterparty’s employee).
23.3. The Employees found guilty of violating the requirements of this Policy shall be held liable in accordance with the labor law of the Russian Federation.
23.4. The Counterparties who have violated their contractual obligation to comply with this Policy, or the anti-corruption requirements included directly in the contract, or the requirements of the Group’s own pre-approved anti-corruption local regulations, will be held liable under civil law.
23.5. In case the actions of an Employee, Counterparty or Counterparty’s Employee, who has violated this Policy, constitute an administrative offence or criminal offence, Nexign Group shall resort to the competent law enforcement or judicial authorities to initiate administrative or criminal proceedings as prescribed by the applicable legislation of the Russian Federation and shall assist the competent law enforcement and judicial authorities in bringing the guilty Employee, Counterparty or Counterparty’s Employee to administrative or criminal liability.
24. VIOLATION OF ANTI-CORRUPTION POLICY
24.1. If you would like to report a violation of our anti-corruption policy, please write us at econom_security@nexign.com