І. General Provisions:
This Policy adopted by PAC Doverie for the purposes of tackling Corruption and Other Related Practices (hereafter "the Policy") incorporates the principles of conducting business in a compliant, ethical, transparent, socially responsible and community involved manner followed by PAC "Doverie AD" (hereafter "Doverie" or "the Company").
Doverie does not tolerate any form of bribery or corruption. In particular, the Company commits to refrain from any actions or behaviour that might be perceived as active or passive bribery.
The Company does not support corruption and illicit practices in any form and shall not offer, pay or accept inducements (of any kind) or be involved in any type of corrupt practices in its relations with the government, foreign officials or in its market behaviour. The Company shall not get involved in bribery or any kind of unethical inducements or payments, including facilitation payments, and shall not make any political donations or contributions to facilitate political and other similar purposes.
The Company does not tolerate any behaviour described above on behalf of its personnel, suppliers, business partners and central or local authorities and on behalf of any party with which the Company maintains official relations.
Any party covered by the scope of this Policy, shall not offer, give or demand personal payments, gifts or services in exchange for favourable treatment or in an attempt to gain business advantage through illicit means.
Any member of the Company's personnel who violates the principles and rules laid down in this Policy and in other documents internal or external for the Company governing this subject matter, shall be subjected to checks and measures, including disciplinary liability (also dismissal where applicable). When necessary the police, the prosecutor's office or other competent authorities shall be notified duly.
The persons covered by the present document shall promote the Policy and inform third parties that the Company regards corruption and similar practices as unacceptable, and they shall set an example of that through their personal behaviour.
This Policy shall:
- define corrupt behaviour or related practices for the purposes of the Company and outline the means and forms for their prevention;
- emphasize that any violation of the Policy's terms may affect negatively not only the Company's reputation, but also its business operations, and may trigger additional adverse consequences, including pecuniary sanctions for the Company or pursuing accountability of its personnel;
- seek to set out and ensure the introduction of rules and systems for preventing any forms of corruption, guarantee the reporting of each identified case of actual or suspected corruption and provide for adequate solution of any corruption-related issues;
- define the responsibilities of the Company's managing bodies and operational management for identifying and preventing corrupt practices and for laying down rules for prevention and control;
- provide clear and understandable guidance to the Company's personnel and other individuals and entities in any way related to the Company, instructing them to avoid any involvement in corrupt practices and take adequate steps in case they get involved in or witness corrupt behaviour;
- ensure the proper, objective and thorough investigation of any identified act of corruption and/ or reasonable suspicion of such.
This Policy is part of the internal regulations which apply also to the Company's relations with all external contractors and service providers. All Company staff members and any persons related to Doverie who offer services on behalf of and at the expense of the Company, including all subcontractors, their personnel and business partners are bound by this Policy. Non-compliance with the Policy may serve as grounds for engaging in disciplinary action that might lead to (depending on the specific case) termination of the employment relations with the employees and contractual relations with third parties.
The scope of this Policy shall cover:
- All members of the managing bodies and the operational management of the Company;
- The Company's personnel in their relations with one another;
- The relations with the central and local administrations, political parties and public organizations, politicians and public figures, media, service suppliers and contractors, consultants, subcontractors, contracting parties;
- The Company's and Company personnel relations with third parties that might implicate corrupt behaviour.
This Policy shall apply to all forms of corrupt practices, including, but not restricted to:
- Active bribery - paying, promising or offering to pay bribes;
- Passive bribery - demanding, consenting to receive or receiving bribes;
- Bribing a public or government official;
- Illicit enrichment - misusing the assets of the Company or of the supplementary pension funds managed by it.
In addition, this Policy shall be also govern the establishment of any new business relations - through merger, acquisitions, setting up joint ventures or entering into relations with new clients and suppliers. Upon entering into such new relations, the Company shall carefully consider the ethical behaviour and reliability of each business partner. The existing business relations shall also be carefully reviewed in light of the above.
ІV. Grounds and Applicability:
- The present Policy is based upon and further develops the Company's internal regulations relevant to fighting corruption and its related practices as laid down in the Code of Ethics of Doverie Pension Company and the Tenth Principle of the UN Global Compact of which Doverie is a full member since 2009.
- This Policy draws upon the globally applicable rules, principles and definitions of:
- - The Civil Law Convention on Corruption of the Council of Europe, ratified by the National Assembly of the Republic of Bulgaria in 2000; and
- - Art. 12 of the United Nations Convention Against Corruption, ratified by the National Assembly of the Republic of Bulgaria in 2006.
- This Policy shall be applied in conjunction with the internal rules in place in the Company, the Company's policies and operational procedures, internal business regulations, and in compliance with the Bulgarian legislation and regulatory framework governing all forms of corrupt behaviour.
V. Definitions and major corruption risks:
For the purposes of this Policy corruption shall be defined as follows:
- Abuse of function for personal gains, more specifically - improper behaviour by an individual covered by this Policy through which they themselves or persons related to them obtain undue and unlawful advantage by abusing the position or power entrusted to them;
- Solicitation, offering, giving or accepting directly or indirectly bribes or any other form of inducement or promises of such to reward the improper discharge of one's duties or to influence the behaviour of the individual who receives or has been promised the inducement or advantages;
- Abuse of confidence, power or entrusted property for personal gains;
- Promising, offering or soliciting cash payments, articles or services of high value in order to influence certain conduct or decisions, to ensure personal or corporate gains, competitive advantage, benefits from amending the regulatory framework or from the actions of officials, controlling bodies, political parties, etc. target of the corrupt behaviour.
For the purposes of this Policy major corruption risks shall be defined as follows:
- Bribe - offering, promising or soliciting, agreeing to receive or obtaining an undue advantage in exchange for a specific action;
- Facilitating payments - unofficial payments made to ensure or expedite the performance of a routine or necessary action to which the company is entitled or is obliged to perform by law;
- Relations with officials and lobbying - seeking relations with government structures, ministers and other officials in order to facilitate the acquiring of licenses, business operations, advantage in public procurement tenders, etc.;
- Offering and receiving undue advantages - all kinds of gifts;
- Political donations - direct or indirect contributions to political parties, organizations or politicians;
- Charitable donations or sponsorship - supporting, sponsoring or funding social or public activities that in principle fall in line with the business goals and values of the Company;
- Conflicts of interest - cases in which two or more competing interests are in conflict with one another and thus hamper the objective and unbiased business decision-making;
- Abuse of corporate assets - offering the assets of the Company or the supplementary pension funds managed by it to officials or clients for their personal use. The assets of the Company shall be defined here in the broadest sense - i.e. all tangible and intangible assets, incl. know-how and trade secrets.
VІ. This Policy shall cover but shall not be restricted to the following forms of corruption and related practices:
- Offering and/ or giving bribes to officials of national regulatory or revenue bodies, central and local government, law-enforcement bodies, units of the judiciary and other competent bodies to influence them to adopt and/ or repeal decisions relevant to the operations of the Company and the supplementary pension funds managed by it;
- Offering and/ or giving financial payments to political parties or politicians to ensure indirect advantages, and/ or offering gifts of high value or other forms of advantages that might pose a reputation risk for the Company by being considered suspected trade in influence, illegitimate lobbyism, passing political or governmental decisions benefiting the Company;
- Engaging in corrupt activities and practices involving media and journalists to undermine the principles of journalist ethics and objectivism in covering the business operations of the Company and its competitors;
- Offering and/ or giving bribes to persons or organizations conducting inspections, audits, credit rating or other controlling or auditing functions in order to influence the outcomes of their activities and the contents of their reports in favour of the Company or the supplementary pension funds managed by it;
- Misuse of funds, personal data, securities, allowances or other assets of the Company and the supplementary pension funds managed by it on behalf of the Company's personnel and offering these to officials or clients for their personal advantage;
- Forging of written documents - contracts, applications, etc, unauthorized concealment or withholding of documents and/ or replacement of documents with falsified or unauthentic papers with the aim of ensuring personal advantages for the Company's officials of clients;
- Faking bank accounts of the Company and/ or the supplementary pension funds managed by it, falsifying banking or other financial documents with the aim of ensuring personal advantage to Company officials or clients;
- Using money or resources of the Company and/ or the pension funds under its management by Company officials for their own benefit, or authorizing or receiving payments for goods or services that have not been delivered;
- Damaging documents or other assets of the Company or the pension funds under its management to manipulate or distort facts in order to produce misleading information to be used as a basis for misinformed managerial assessment or decisions serving certain personal interests;
- Allowing conflicts of interest in discharging one's professional duties to ensure advantages for suppliers or subcontractors of the Company that are related to certain employees;
- Offering or giving bribes in the form of money or gifts; conniving; extortion or threatening present or future employees in order to secure personal advantage; unauthorized altering of information and results from internal inspections; taking sides in case of conflicts, appointments or dismissals, etc.;
- Soliciting or receiving bribes in any form from external suppliers or subcontractors of the Company in exchange for passing decisions to their advantage;
- Soliciting bribes or other advantages from clients of the Company in return for facilitating services or any routine actions or activities that the Company is otherwise obliged to perform in line with the contractual agreements, the external or internal regulatory framework governing the Company's operations;
- Corrupt behaviour on behalf of the Company's personnel vis-à-vis representatives of central or local authorities that may not be considered routine discharge of their professional duties.
VІІ. Company Officials and Structural Units Subject to higher corruption risk:
- Persons representing the Company by law;
- Functional and regional directors;
- Chief financial officer, financial director, general accountant, risk manager;
- General Administration and Internal Security Division;
- Human Resources Division;
- Corporate Communications Division;
- Internal Control Service.
VІІІ. Responsibility for ensuring compliance with this Policy:
The Management Board of PAC Doverie shall be responsible for ensuring the adherence to this Policy. The Board may: (i) perform these duties directly; (ii) delegate them to authorized ad-hoc or standing anti-corruption structural units; (iii) ensure their implementation through the internal security and control units in place within the Company; (ix) authorize specific staff members or hire external auditors for an ad-hoc mission or with a permanent contract.
ІX. Obligations of the members of personnel, clients, suppliers, subcontractors, sales agents or other external contractors of PAC Doverie, who have become subject to corrupt behaviour, are aware of or have sufficient grounds to suspect corrupt practices.
Any member of staff of PAC Doverie who has become subject of corrupt practices, is aware of such or has reasonable grounds to suspect ongoing corrupt practices, shall report these directly to the Company's Management Board or to the specialized structural unit or employee duly authorized by the MB to examine such cases.
- In reporting the above, the employees shall describe the case in a clear and understandable language; explain the nature of the act and the reasons that have led them to believe it constitutes an act of corruption in accordance with this Policy. All anonymous alerts that meet the criteria in the previous sentence shall also be examined;
- The employees may submit their alerts in writing, via e-mail and/ or request to be interviewed in relation to the reported case;
- All Company employees shall:
- Make themselves familiar with and apply on the job and in their personal life the principles and rules laid down in this Policy;
- In their interactions within the Company or with external contractors and/ or clients they shall, where necessary, point out that their behaviour is governed by this Policy and shall require the same from the respective parties;
- Upon appointment to the Company, all employees shall agree to undergo checks for compliance with this Policy, and to participate in trainings, appraisals and certification in relation to its implementation, if any;
- The Company will not permit retaliation against any employee who, in good faith, reports a suspected corrupt behaviour. The reporting of such concerns and the bona fide search of advice or assistance will be met by full support on behalf of the Company.
- If a client of the Company becomes aware of or has reasonable grounds to suspect corrupt behaviour within the Company, or when they have been subject of corrupt behaviour on behalf of any employee of the Company, they may report the case in the following manner:
1. Entering information in the Customers' Feedback Register. Such Registers shall be available in each office of the Company. All customers shall be informed duly that they may enter in the registers their feedback, recommendations and alerts for irregularities, incl. corruption acts or practices;
2. Submitting alerts or complaints in writing in line with the procedure for communication with customers adopted by the Company;
3. Sending an alert directly to the Management Board of the Company or to the structural unit or employee authorized by it - either in writing or by requesting a meeting and an interview.
- Any supplier, subcontractor, sales agent or other external contractor of PAC Doverie who becomes subject of corrupt behaviour on behalf of the Company personnel, is aware of such behaviour or has reasonable grounds to suspect corrupt practices in the operations of the Company, may report the case by sending an alert or a complaint in writing in line with the communications procedure in place in the Company, and/ or by alerting directly the MB of PAC Doverie or the unit or employee duly authorized by the MB. This may be done in writing or by requesting an interview.
- PAC Doverie shall inform:
1. all its partners, suppliers, subcontractors, etc. of any instance where the Company has become subject of corrupt practices on behalf of third parties that might have any bearing on the business operations of the partners, suppliers, subcontractors, etc.;
2. all NGOs in which the Company is a member of any instances where the Company has become subject of corrupt behaviour or has been informed of corrupt practices;
- In case PAC Doverie has become subject of corrupt behaviour, has detected or has been informed of any corrupt practices or actions, the Company shall:
- Terminate its contractual relations with the respective contractor or subcontractor;
- Alert the competent authorities of the infringements;
- Engage in disciplinary action against its employees who have committed an act of corruption or have been engaged in corrupt practices.
X. Checks and controls:
- The Management Board of PAC Doverie or the structural unit or employee duly authorized by it shall investigate each alert, complaint or information for corrupt acts or practices submitted to them;
- These checks shall be conducted in line with the timeframe and manner defined in the Special Rules of Procedure that shall be adopted by the MB within six months following the endorsement of this Policy;
- All persons covered by this Policy shall make themselves familiar with the above Rules of Procedure and shall have unrestricted access to them;
- In addition to the ad-hoc checks upon receiving alerts, in complying with the current Policy the Company shall carry out planned inspections in accordance with an annual programme and following the terms and procedures approved by the MB;
- All Company employees in person, its structural units and in specific cases - the external contractors, suppliers and subcontractors may be subjected to these checks.
- The external contractors, suppliers and subcontractors shall be subject of checks if they have signed a declaration (Annex 1 to this Policy) certifying that they are familiar with the Policy, and agree to accept it as part of the contractual relations with the Company, or that the arrangements they have in place contain similar provisions. They may be subjected to checks only upon their consent. The scope of these examinations shall be specified as part of the contracting process in line with the principles of good business ethics and the rules for trade secret, non-disclosure of personal information, etc. relevant to the contractor's business;
- The MB of PAC Doverie shall adopt and submit for endorsement by the Annual Shareholder Meeting an Annual report on tackling corruption and compliance with the present Policy. Once endorsed, this report shall be published on the Company's webpage.
ХІ. Awareness and prevention:
In implementing the present Policy the Company shall design and put in place measures and activities for awareness and prevention aiming at:
- Communicating and discussing the Policy and the respective guidelines for its implementation with the personnel and enhancing the personnel's accountability in discharging their direct duties;
- Training and/ or certification of the personnel to ensure that they have made themselves familiar with the Policy in its entirety and with the specific risks they may face in discharging their direct duties. The trainings shall seek to enhance the personnel's accountability and intolerance to the acts and practices covered by the Policy encouraging them to report such acts and practices without any fear of retaliation;
- Informing the suppliers, contractors and business partners, as well as other stakeholders about this Policy, its goals and the outcomes of its implementation;
- Ensuring Efficiency of the internal control systems, strengthening their independence and mechanisms to prevent potential corrupt behaviour;
- Implementing regular and systematic steps to identify corruption risks and applying adequate risk-based procedures aiming at preventing corrupt practices and behaviour.
ХІІ. Transition and Final Provisions:
- This Policy has been endorsed with a decision by the Management Board of PAC Doverie with Protocol No 279 from 20 December 2012;
- Within seven days following its endorsement, the Policy shall be published on the internal and external web pages of the Company;
- Within one month following the endorsement of the Policy, a Communication Plan shall be worked out to ensure that all contractors, suppliers and subcontractors will be informed of the adoption of the Policy and made aware that they will be expected to apply its principles in their own operations and in their relations with the Company;
- Within six months following the endorsement of this Policy, all internal regulations of PAC Doverie shall be revised and brought in compliance with the rules and principles of the Policy. If necessary, guidelines and procedures for the implementation of the Policy shall be worked out.
Certifying familiarity with and acceptance of the principles laid down in
the Policy against Corruption and Related Practices adopted by PAC Doverie
I, the undersigned.........................................................................................................,
□ my personal capacity;
□ my capacity of a legal representative of (Company) .................................................,
(name of the legal entity)
with headquarters and management address:.............................................................,
□ I am familiar with and accept the principles laid down in the Policy against Corruption and Related Practices adopted by PAC Doverie.
□ the legal entity that I represent is familiar with and accepts the principles laid down in the Policy Against Corruption and Related Practices adopted by PAC Doverie.
Date:................................ Signed by: .......................................