Anti-Corupție/ Anti-Mită

Version Date Prepared Approved
2.0 30/06/2016 B.Diveri CEO
FIDELITAS LTD
Company Policy and Procedures:
Anti-corruption/Anti-bribery

1. INTRODUCTION

The aim of this document is to:
1.1 Introduce and communicate our strict policy in relation to bribery and corruption to all parties, employed, related and associated with our Company;
1.2 Establish effective system and procedures for the most effective control and the ways to impose liabilities aiming to ensure compliance with all applicable anti-bribery and corruption laws, rules and regulations;
1.3 Provide information and guidance to all our employees and associates, which will help them understand the risks associated with bribery and corruption acts and to encourage prevention and reporting of such events.

2. MANAGEMENT POLICY STATEMENT

Our company policy is to conduct all our business activities and operations in an honest and ethical manner with a zero- tolerance approach to bribery and corruption. We are committed to keep up with the professional principles of impartial surveys, acting fairly and with integrity in all our business dealings and relationships wherever we operate, implementing effective systems to counter bribery.

3. SCOPE AND LIABILITY

3.1 Our above policy applies to all our employees as well as to any associated persons acting for or on our behalf, such as sub-contractors, service providers and partners.
3.2 The company policy and procedures are published on our internet site www.fidelitas.bg and reference to the same is made in our ISO 9001 management system.
3.3 This policy is introduced and supported in full by our management. The management of all our operating branches are responsible for communication and implementation of this policy as well as for monitoring and performing a regular risk assessment of the established anti-bribery and corruption controls.
3.4 An employee and/or associate, who breaches on this policy, will be subject to disciplinary procedures, which could result in dismissal on the ground of misconduct.

4. DEFINITIONS

4.1 Bribery and corruption.
A bribe is an inducement or reward offered, promised or provided for the services, to which a company, or an individual, is not legally entitled. A corruption is a dishonest or fraudulent conduct by those in power, typically involving bribery. All employees and associates of our Company must not engage in any form of bribery, directly or indirectly.

4.2 Grease Money.
Grease money are related to facilitation payments, offered, promised or provided to obtain services for which company is legally entitled, but which cannot be obtained without favorable treatment of the officials. All employees and associates of our company must not engage in any form of facilitation payment to individuals who are public officials.

4.3 Conflict of interest.
All employees and associates must avoid situations in which their personal interests could conflict or appear to conflict with those of our Company or our Clients. Employees should disclose such conflicts and seek advice from the Managing Director.

4.4 Records.
Our books, management and financial records must fully and accurately reflect the value, nature and purpose of all payments made or received by our Company in accordance with our internal control procedures and in sufficient detail to evidence the transparency of the transactions.

5. REPORTING AND RECORDING

5.1 Any employee and/or associate of the company, who is requested to provide or offered to receive any incentive or inducement, or knows and/or suspects that another employee or associate of the company are involved into conduct which is prohibited by this policy, must immediately notify Company’s Managing Director – Mr Biser Diveri, tel. +359 52 953 333, email: biser.diveri@fidelitas.bg

5.2 Each and Every employee and/or associate of the company is encouraged to raise concerns about suspected events the soonest possible, even if such an employee/associate has not witnesses an event under para.”5.1”. In case of doubt on whether any particular event is subject to bribery act, or in case you require any clarification, the advice should be sought from the Managing Director.

5.3 All reports on actual or suspected events of bribery or corruption will be dealt as confidential and no employee and/or associate of the company, who complies with the provision of this policy, will suffer any negative consequences for the reporting.

5.4 The situations which could alert or could raise suspicions about potential act of bribery are provided in Appendix I for guidance.

5.5 All reports related to actual or suspicious events will be recorded in Fidelitas’ Quality Control Section” Complaints”, held by the Managing Director of the company, quoting full description of the event and the decisions taken after or during its investigation.

6. APPLICABLE LAWS AND REGULATIONS

6.1 All employees and associates of our Company, irrelevant of the jurisdiction where they are acting, must be guided and bounded by the provisions of the UK Bribery Act 2010.

6.2 All employees or associates of the company must comply with all laws and regulations of the countries where the Company operates As a priority, employees and associates must be aware and follow strictly local regulations, which could differ from those of the UK Bribery Act 2010. Thus, Article 301 of the Bulgarian Criminal code defines bribery as a) “an act of requesting or accepting a bribe”, but also b) “accepting an offer or a promise to receive a bribe”. This means that, as a matter of law, any employee or associated person should react immediately if a third party makes any statement, which could reasonable be considered as an offer or promise to provide undue profit to such employees and/or associated persons. Employees and associated persons should also be aware and reminded that the Bulgarian Criminal code provides up to 6 years imprisonment for both the offering and receiving of a bribe (active and passive bribery). Just like the provisions of the UK Bribery Act, bribing a foreign person is also a crime under Article 304 of the Bulgarian Criminal code. See Appendix II for more Information about UK Bribery Act and local regulations.

7. CONDUCT TO “ASSOCIATED PERSON”

7.1 “Associated person” is an individual or organisation, performing services on Company’s behalf . UK Bribery Act 2010, as well as most of the laws and global regulations state clearly that the actions and wrongdoing by associated persons may create liability for the Company. Every “associated person” of our Company should be carefully evaluated and selected prior to their engagement with our Company and must comply with current policies and procedures in this respect.

7.2 All employees and associates of the company must know personally the “associated persons” with whom they interact. This includes evaluating and understanding of their business, their services and their compliance with Anti-bribery regulations as well as checking their reputations by seeking the necessary references.

7.3 Special attention should be paid to the selection of “Associated Persons” in case of:
- nomination of associated person (subcontractor or supplier) in countries with high profile of corruption or risk of bribery;
- recruitment and selection of associates, partners or employees for our Company with any history of misconduct or financial crime.
- engagements with high value contracts or project or with government bodies and officials.
- Situations as per Appendix I.

7.4 Employees of our company shall contact the Managing Director for advice and approval in any of the cases described in 7.3

8. MONITORING AND CONTROL

To ensure that this policy is implemented and followed correctly, the Quality Manager will be performing audit in the operational branches. Any such an audit shall be evidenced by an Audit report. An audit may involve review of local financial and management information, interviews and meetings with local suppliers, customers or associates. All employees and associates of the Company shall fully cooperate with the auditor.

All employees and associates are encouraged to comment on this policy and procedures and suggest improvements by addressing such to the Managing Director.

Company Policy and Procedures:

Anti-corruption/Anti-bribery

APPENDIX I
SITUATIONS OF ALERTS OF POTENTIAL RISK TO BRIBERY
Potential scenarios

1. You become aware that our subcontractor, supplier or customer has a reputation for accepting or demanding bribes or incentives

2. A third party requests a commission or advance payment prior to signing a contract with our Company or approving our nomination.

3. You receive an invoice from a supplier or subcontractor with abnormally high charges or in non-customary format

4. You are offered a valuable gift or big incentive by third party

5. You become aware that a our supplier or subcontractor or employee been subject to previous legal actions related to corruption or bribery.

Company Policy and Procedures:

Anti-corruption/Anti-bribery

APPENDIX II
UK BRIBERY ACT 2010 AND LOCAL LAWS AND REGULATIONS

1. According to the UK Bribery Act 2010, it is criminal offence to:
- bribe another person;
- request, agree or accept to receive a bribe;
- bribe a foreign public official;
- fail to prevent bribery by “associated person”
“The Act creates a new offence (as shown above under d)) which can be committed by commercial organisations which fail to prevent persons associated with them from committing bribery on their behalf.” The only defense for an organisation to “prove that despite a particular case of bribery it nevertheless had adequate procedures in place to prevent persons associated with it from bribing”.

All offences under the UK Bribery Act are punishable by unlimited fines and up to 10 years imprisonment.

A full copy of the Act and its Explanatory Notes can be accessed at: www.opsi.gov.uk/acts/acts2010/ukpga_20100023_en_1

2. Local laws and regulations:

Article 301 of the Bulgarian Criminal code defines bribery as a) “an act of requesting or accepting a bribe”, but also b) “accepting an offer or a promise to receive a bribe”. This means that, as a matter of law, any employee or associated person should react immediately if a third party makes any statement, which could reasonable be considered as an offer or promise to provide undue profit to such employees and/or associated persons. Employees and associated persons should also be aware and reminded that the Bulgarian Criminal code provides up to 6 years imprisonment for both the offering and receiving of a bribe(active and passive bribery). Just like the provisions of the UK Bribery Act, bribing a foreign person is also a crime under Article 304 of the Bulgarian Criminal code.

It should also be noted, that even though the Bulgarian Criminal code does not specifically criminalize failure to report about a bribery, the Bulgarian Anti-Laundering Act does provide severe penalties to officials who fail to report about deals, which price exceeds BGN 30,000.00(EUR 15,000.00 approximately), where the parties to that deal are not able to explain the origin of the funds used. In cases where such funds originate from bribery, failure to report may also be criminalized. Therefore, having in mind that the UK Bribery Act is also to be followed, all employees and associated persons should report immediately to the Managing Director of any such deal witnessed by them.