Anti-bribery corporate policy 1. Scope and purpose of this guideline One of the key factors and reasons for the favorable reputation and image of Sb Accounting & Consulting is its ability and will to conduct business fairly, loyally, transparently and honestly, in full accordance with the local and international laws, regulations and requirements. This corporate standard procedure was designed and adopted for the purpose of providing a systematic framework to the established by Sb Accounting & Consulting anti-corruption policy and procedures. It will be communicated to all businesses and employees, as well as relevant business partners and other necessary individuals and entities. Those who work in areas within our business identified as being particularly high risk will receive additional training and support in identifying and preventing corrupt activities. Bribery and corruption harms the societies in which these acts are committed and prevents economic growth and development. This is not just a cultural commitment on the part of the organisation; it is a moral issue and a legal requirement. Bribery is a criminal offence in most countries, including Bulgaria, and corrupt acts expose the Company and its employees to the risk of prosecution, fines and imprisonment, as well as endangering the Company s reputation. This corporate standard procedure was designed to optimize Sb Accounting & Consulting s compliance with the anticorruption laws, according to which the entire personnel, as well as the officers, supervisors and managers are strictly prohibited to pay or accept, directly or indirectly, bribes or other improper payments for the purpose of obtaining or retaining business or securing an unfair business advantage. Prevention, detection and reporting of bribery are the responsibility of all employees. You must report any suspicion of bribery and you should be also certain that your anonymity is guaranteed. The management attaches the utmost importance of this policy and will apply a zero tolerance approach to acts of bribery and corruption by any of our employees or by business partners working on our behalf. Any breach of this policy will be regarded as a serious matter by the Company and is likely to result in disciplinary action. Neither this manual nor local compliance training will provide definitive answers to all questions regarding anti-bribery legislation. The aim of this manual is to provide employees with the basic knowledge they need to identify potential bribery issues. Accordingly, if you have any doubts as to the scope of applicable laws or if you need more specific information, you should contact the Legal department or your direct supervisor immediately. And remember, bribery does not simply break our Code of Ethics, it also violates the law! 2. Definitions What is bribery and what is corruption? There are many different definitions explaining with is bribery and what is corruption, but the fundamental principles apply universally and these are: 1
- Bribery is the offer, promise, giving, demanding or acceptance of an advantage as an inducement for an action which is illegal, unethical or a breach of trust. - Corruption is the misuse of public office or power for private gain; or misuse of private power in relation to business outside the realm of government. In their nature, acts of bribery and corruption are intended to influence individuals in the performance of their duty and incline them to act dishonestly. 3. Definition What is a bribe? Bribes can take various different shapes and forms, but typically they always involve corrupt intent. Usually in case of bribery both parties involved are expected to benefit from this act. A bribe could be but does not limit to the following: - Direct or indirect promise, offering, or authorisation, of anything of value - Offer or receipt of any kickback, loan, fee, reward or other advantage - Giving of aid, donations or voting designed to exert improper influence 4. Who can engage in bribery or corruption? Basically everyone in the company or any business partner or client that we cooperate with. 5. What does the law say about bribery and corruption? Bribery is a criminal offence in Bulgaria and penalties can be severe, including imprisonment between 2 and 7 years. 6. What can we do to prevent bribery and corruption? Each and every member of the team is obliged to always look after situations with even the slightest possibility of a bribery or corruption and act accordingly. In case of even slight suspicion of such improper actions, all of the employees are obliged to report to their supervisors. In order to prevent and to limit the spread of bribery and corruption actions, the following steps are absolutely obligatory to be followed: 6.1. Risk assessment The failure or the success of this anti-bribery policy lies on the ground of the efficient risk assessment. Therefore the risk assessment is intended to be a constantly ongoing process with continuous communication between the management, the assigned supervisors and the personnel. At its very basic, the process itself pinpoints the areas which are likely or not likely to be favorable for the spread of bribery and corruption practices and therefore it allows us to better evaluate and mitigate these risks and respectively protect the company in the prevention policies. In this process the management plays a significant part with its skills to assess every business unit, department and member team and this process of assessment must be on an ongoing basis. 6.2. Accurate books and record-keeping 2
This is an extremely important stage of the entire evaluation and prevention process. Being a truly responsible and professional company, Sb Accounting & Consulting has always been and will continue to ensure that it maintains its accounting, financial and all kind of documentation accurately, compliantly and in full accordance with the international accounting standards and best business practices. All our books, records and overall financial and audit reporting is absolutely transparent and we guarantee (together with the obligatory yearly external audit) that each and every transaction is being described consistently, precisely and honestly. Respectively, the personnel, the supervisory and the management body have all been informed by the time of their hire that false, misleading and inaccurate records of any kind could potentially damage the company, its reputation and financial and legal status. In addition being a professional services company, the team will also always put all their efforts to prevent every kind of inaccuracy and misleading assessment and judgments about the clients books and records. 6.3. Effective monitoring and internal control Sb Accounting & Consulting must and will maintain an effective system of internal control and consistent monitoring of every company s transaction. This stage must be productively and efficiently interrelated with the risk assessment procedure which means that if at the risk assessment stage probable bribery or corruption practices have been indicated, at this stage more sophisticated procedures are being developed with a comprehensive control and monitoring program in order to help mitigate these risks on an ongoing basis. For the purposes of the successful completion of this stage, special guidelines, principles and methodologies are to be followed. 6.4. Consequences and correction action Sb Accounting & Consulting employees who violate this corporate standard procedure and/or the anti-corruption laws of this country will be subject to discipline up to and including termination and to any other legal actions to the extent necessary to protect Sb Accounting & Consulting s interests. Business Partners who violate this Corporate Standard Procedure and/or Anti-Corruption Laws will be subject to contractual remedies, up to termination of the agreement, debarment from doing business with Sb Accounting & Consulting and damage claims. No Sb Accounting & Consulting employee will be subject to penalty whatsoever for refusing to make prohibited payment, even if such refusal results in a loss of business or other adverse consequence to the business. 7. Where do the bribery and the corruption risks typically arise? 7.1. Relations with business partners The definition of a business partner is broad and it includes different type of agencies, chambers, associations, professional networks and clients organizations. While the use of business partners can help us reach our goals, we need to be aware that these arrangements can potentially present Sb Accounting & Consulting with significant risks. Risk can be identified where a business partner is acting improperly by requesting any kind of benefits which are outside of the standard corporate agreement between the two companies. The management is responsible for the evaluation of each relationship and determining whether or not it falls into this category. In case when a risk is identified the management should immediately undertake the following actions: - Evaluate the background, experience, and reputation of the business partner - Understand the services to be provided, and methods of compensation and payment - Evaluate the business rationale for engaging the business partner - Take reasonable steps to monitor the transactions of business partners appropriately - Ensure there is a written agreement in place which acknowledges the business partners understanding and compliance with this policy 3
Sb Accounting & Consulting is ultimately responsible for ensuring that business partners who act on our behalf are compliant with this policy as well as any local laws. Ignorance is not an excuse. As the business partner evaluation process will vary by business unit and type of business partner, the management of each department should consult in the first instance with the Finance Director. Department Management and Finance Director should consult with the partners and the executive director where necessary. 7.2. Gifts, entertainment, hospitality These include the receipt or the offer of gifts, meals, invitations for events and every kind of social gatherings in connection with matters related to our business. It is important to be stated that these activities are acceptable provided that they fall within reasonable bounds of value and occurance. How to evaluate and decide what is acceptable? If in doubt, ask yourself first the following couple of questions: 1. What is the purpose of this action is it to actually build a strong strictly professional relationship or is it something else? 2. How do you think it would look if the details of this action are revealed publicly will you feel comfortable with that? If you find it difficult to answer any of these two questions, there is a chance that you are about to enter a situation with risk involved which can seriously damage Sb Accounting & Consulting s reputation and business. There is also a possibility that the action is also strictly illegal. Therefore, despite of the fact that every situation and circumstances are unique, the following guidance should be considered valid and must be followed strictly and responsibly. Never acceptable situations: These are circumstances which include but do not limit to the following; - A service which is agreed to be done only for in return of something else (in some cases this may be referred to as a blackmailing) - Gifts in the form of cash or/and cash equivalent vouchers or presents - Entertainment of a sexual or any other inappropriate nature In case of doubt and incapability to clearly define if an action falls into the listed actions here, before proceeding notify your direct supervisor or anyone from the management and act accordingly. Usually acceptable situations: Possible circumstances that are usually acceptable include: - Modest/occasional meals with someone with whom we do business - Occasional attendance at ordinary sports, theatre and other cultural events - Gifts or small promotional items of nominal value not more than BGN50 If an example does not fall under the above categories, please in the first instance seek guidance from your direct supervisor or alternatively from anyone from the management body. Generally, such examples would not be permissible without prior approval. 4
Each Division will be required to maintain and monitor its gifts, entertainment and hospitality register. Any form of gift, entertainment or hospitality given, received or offered which meets or exceeds the equivalent of BGN 50 in value must be appropriately recorded in the register. In the event that an impermissible form of gift, entertainment or hospitality has been accepted, you must appropriately record the transaction within the register and contact the Management immediately. 7.3. Facilitation payment The facilitation payment is a business practice to make payments or gifts of small value to junior government officials in order to speed up or facilitate a routine action or process. It may be that we need to obtain licences or permits faster than the normal course or others. Facilitation payments as defined here violate Sb Accounting & Consulting s Code of Ethics and Anti-Bribery policy and are strictly prohibited. We make no distinction between such kind of payments and bribery, regardless of size and frequency. If you are ever placed in such a situation when facilitation payment is demanded, you must contact your direct supervisor or alternatively anyone from the management body as soon as possible and you must record the payment appropriately within Sb Accounting & Consulting s books and records to reflect the substance of the underlying transaction. If you are unsure whether certain payments which resemble the definition of facilitation payments are permissible, please contact your direct supervisor or alternatively anyone from the management body. 8. Consistency and adaptation In order for this policy to be effective, it is necessary for it to be applied and communicated and controlled across every division and department of the company. This may require each business unit to adapt certain sections of this policy such as gifts, entertainment and hospitality to ensure they are fair, appropriate and applicable. Department management must monitor and control the acceptance and the application of this policy and report to the General management. 9. How to raise a concern? As individuals who work on behalf of Sb Accounting & Consulting, we all have a responsibility to help detect, prevent and report instances not only of bribery, but also of any other suspicious activity. Sb Accounting & Consulting is absolutely committed to ensuring that all of us have a safe, reliable, and confidential way of reporting any suspicious activity. We want each and every one to know how they can contribute in this and speak up. If you have concern or simply suspicion or information regarding an instance of bribery or corruption please speak up your information and assistance can only help. The sooner you act, the better for you and for the Company. To help, we have created multiple channels to allow you to do this. If you are concerned that a corrupt act of some kind is being considered or carried out either within Sb Accounting & Consulting, by any of our business partners or by any of our competitors you must report the issue/concern to your direct supervisor. If for some reason it is not possible to speak to him, please then report it to another Manager, the Company Secretary, or the Legal Department. 10. Conclusion and certification It is the ultimate responsibility of the main board routinely to refresh and reinforce this policy and its underlying principles and guidelines. The Management body, under the overview of the Finance Director, are responsible for the establishment and ongoing monitoring of compliance with sections 6, 7 and 8 of this policy. All Sb Accounting & Consulting s business unit employees and relevant business partners are responsible for annual certification as to the receipt and understanding of this policy as part of our annual compliance training. 5