CODE ON BRIBERY AND CORRUPTION PREVENTION POLICY
I. INTRODUCTION
1.1 Purpose
This policy sets out the relevant principles and rules relating to compliance with the concepts of anti-bribery and anti-corruption to be observed by employees, collaborators, affiliates and any other business partners of BT Production Group S.R.L. (“the Company”)
1.2 Applicability
This policy applies to all employees of BT Production Group S.R.L.
This policy is supplemented by the legal provisions in force and becomes applicable on 01 January 2022.
1.3 Definition of terms and concepts Specific terms. Legal framework
In a broad sense, “corruption” means deviation from morality, honesty, duty. Corruption includes the violation of rules relating to the duties of public officials and the failure of economic agents to fulfil their legal obligations, with a high degree of social danger and profound negative consequences for the entire social system.
According to Transparency International: corruption is the misuse of entrusted power for personal gain. This definition does not only refer to public power, as corruption can also occur in the private sphere. It is not just about financial benefits, but about advantages of any kind, including non-material ones, such as the realisation of political or professional ambitions, or promotions or bonuses.
Romanian criminal law penalises classic corruption offences such as (i) Bribery, (ii) Bribery, (iii) Influence peddling and (iv) Influence buying.
Bribery is a sum of money or any other object offered or promised to a person for the purpose of inducing that person to breach his or her official duties or to perform them in accordance with an individual’s illegal intentions.
Two parties can be identified in bribery:
– one that gives bribes and represents bribery – active bribery, and
– one who receives the bribe, the latter of which can be charged with bribe-taking – passive corruption.
The criminal law also provides for other offences considered to be similar to corruption offences under Law No 78/2000:
Art. 10: The following acts shall constitute offences and shall be punishable by imprisonment for a term of 3 to 10 years and disqualification from exercising certain rights, if committed with the aim of obtaining for oneself or for another person money, goods or other undue advantage:
(a) the intentional determination of a lower value, in relation to the real commercial value, of goods belonging to economic operators in which the State or a local public administration authority is a shareholder, committed in the context of privatisation or foreclosure action, judicial reorganisation or liquidation or in the course of a commercial operation, or of goods belonging to the public authority or public institutions, in the context of an action for their sale or foreclosure, committed by those who have powers of management, administration, management, foreclosure, reorganisation or judicial liquidation;
(b) the granting of subsidies in breach of the law, failure to specify, in accordance with the law, the purpose for which the subsidies are intended;
(c) use of grants for purposes other than those for which they were awarded, and use of loans guaranteed by public funds or to be repaid from public funds for other purposes. Art. 11: (1) The act of a person who, having the task of supervising, controlling, reorganising or liquidating a private economic operator, carries out any task for it,
intermediates or facilitates the carrying out of commercial or financial operations or participates with capital in such an economic operator, if the act is of such a nature as to bring him directly or indirectly an undue benefit, shall constitute a criminal offence and shall be punishable by imprisonment for a term of one to five years and disqualification.
(2) If the act referred to in paragraph (1) has been committed within 5 years of the termination of the pregnancy, the penalty shall be imprisonment for a term of 6 months to 3 years or a fine.
Art. 12: The following offences shall be punishable by imprisonment for a term of 1 to 5 years if committed with the aim of obtaining for oneself or for another person money, property or other undue advantage:
(a) carrying out financial transactions, as acts of commerce, incompatible with a person’s position, office or assignment, or entering into financial transactions using information obtained by virtue of that person’s position, office or assignment;
(b) using in any way, directly or indirectly, information which is not intended for public disclosure or allowing unauthorised persons access to such information.
Article 13: The offence of a person who holds a leading position in a party, trade union or employer’s association or in a non-profit legal person, of using his influence or authority to obtain for himself or for another person money, goods or other undue advantage, shall be punishable by imprisonment from 1 to 5 years.
Relevance
The key elements of this policy are the social and economic values that the law has a duty to protect.
BT Production Group S.R.L. is dedicated to conducting its business with the highest standards of ethics and integrity. Even a simple association with corruption can affect the image of the Company and have an impact on its activities. It could also raise suspicions about the moral integrity of persons representing or working within the Company.
BT Production Group S.R.L. shares and assumes the anti-corruption commitments of its partners, including those operating in foreign jurisdictions. Therefore, the Company’s ethical, integrity requirements are aligned with the provisions of the US Foreign Corrupt Practices Act and the UK Bribery Act 2011, two of the most relevant international legal norms in the field of anti-corruption. In all cases and in all of our collaborators’ jurisdictions, violations of bribery laws can lead to civil and/or criminal penalties up to and including deprivation of liberty.
Procedure
BT Production Group S.R.L. strictly forbids its employees and business partners to offer, promise, authorise, request or accept, directly or indirectly, any payment, gift or any object of value, with the aim of obtaining undue advantage.
Applicability
This policy and associated procedure applies to all categories of employees within the Company. The Company will also ensure that this Policy will be made known to, and will be embraced by, customers and suppliers of BT Production Group S.R.L., with the exception of those who have already made similar commitments to ethics and integrity, which at least embody the standard found in this Policy.
II. PRINCIPLES AND RULES
2.1 Basic Rules
The Company’s employees and business partners are prohibited from bribing or using intermediaries (agents, consultants, distributors) for the purpose of obtaining improper advantage through bribery.The Company does not differentiate between public officials and private persons in the giving/receiving of bribes; the giving or receiving of bribes, as defined in this Policy and applicable law, is not acceptable in any form to/from any person, regardless of status.
Bribery can take various forms, from cash to products/services of value. In fact, even certain common business practices or social activities, under certain circumstances, can be considered as bribery and corruption.
An analysis of the act of offering or promising any object of value, to any person, is always required if this action could be considered as illegitimate.
We understand that there may be situations where a person is not sure that they are doing the right thing. If this happens, please ask yourself:
Is it legal?
Does it comply with the Code of Conduct adopted by the Company? Does it comply with our Policies?
Does it reflect positively on the Society or its representatives? Would it be okay if other people found out about such a practice?
If the answer is “YES” to all of the above questions, the action is most likely acceptable. But if the answer is “NO” or “MAY” to even one of the questions, then it is a sign that the action should not be taken. If you are unsure about any of the answers, please ask the Society’s management for support.
2.2 Relations with public officials
The Company does not separate the concepts of public officials from private individuals in terms of the application of anti-bribery rules. However, it is particularly important to recognise the person with the title of Public Official, as stricter and specific rules exist for this segment, which do not apply in the private business environment.
A civil servant is a person who, on a permanent or temporary basis, with or without remuneration:
(a) exercises duties and responsibilities, established by law, for the purpose of carrying out the prerogatives of the legislative, executive or judicial power;
b) exercises a function of public dignity or a public office of any kind;
c) exercises, alone or together with other persons, within an autonomous public corporation, another economic operator or a legal person with wholly or majority state capital, duties connected with the performance of its activities.
A person is also considered to be a civil servant if he or she performs a service of public interest for which he or she has been appointed by the public authorities or is subject to their control or supervision with regard to the performance of that public service.
In any interaction with public officials, proper conduct and only ethical practices shall apply. Employees/collaborators of the Company shall not participate in and/or initiate any activity or relationship that may affect the integrity of the public official or the reputation of the Company.
Interactions between the Company and public officials shall be conducted on the basis of the highest standards of ethics and professionalism and shall avoid any perception of conflict of interest.
2.3 Facilitation payments
The Company prohibits any payments or fees for facilitating or enabling the achievement of non-legitimate objectives, as these are considered another form of bribery. These payments are informal, improper payments – not necessarily of large amounts – that facilitate the achievement of results in a manner that is not legitimate. These facilitation payments are mainly aimed at reducing the response and action time of public authorities.
2.4 Private sector interactions
Employees of the Company must not accept or solicit gifts, payments or other inducements and favours in the conduct of business for and on behalf of the Company. Gifts, hospitality and/or entertainment events must never be promised or offered for the purpose of obtaining favours for the Company, to reward such actions already taken or to remove the Company’s disadvantage in a particular business.
Cash, vouchers or cash equivalents (e.g. vouchers) must never be offered without legal consideration or outside the legal framework (donations, sponsorships made in accordance with the law).
An employee may offer or accept hospitality within decent limits from a potential or current partner, as long as internal policies and the Code of Conduct allow such actions, and such actions can never be detrimental to the reputation of the Company.
Also under the same conditions as outlined above, gifts of modest value may be given or received in line with local practices, Company policies and procedures.
In all cases, all expenses incurred must be documented in a transparent manner, approved by superiors and recorded according to local standards.
2.5 Accounting records
The Company shall record and maintain financial, tax and accounting records clearly, accurately and documented in a transparent manner in accordance with legally established accounting standards.
Separate or dual records are strictly prohibited within the Company and will not be tolerated in any activity, regardless of its nature.
Retention and archiving of records and documents belonging to the Company are aligned with legal standards, security policies and disaster recovery policies.
2.6 Identification of new business
Prior to initiating new business opportunities, a review of the business partner(s) will be conducted from an integrity and ethics perspective. In particular, possible political exposure of the representatives will be analysed.
For identified potential risks related to anti-bribery and anti-corruption practices, the contract(s) will be concluded in such a way that these risks are covered and addressed, for the safety of the Company.
2.7 Relationship with third parties
The Company may only enter into a business relationship with a third party supplier if the following conditions are met:
– A genuine need has been identified for the goods/services provided by the third party;
– The prices charged by the third party are within comparable limits on the market;
– The third party is suitable in terms of the ethics and integrity review;
– The transaction is settled by a document with legal effect (contract or order).
III. IMPLEMENTATION RULES
3.1 Training
Employees must familiarise themselves with the concepts and rules described in this procedure, which will be the subject of a separate topic of discussion in the annual courses on compliance issues.
In the meantime, at any time, the Company’s management may provide information and guidance on the application of the policy.
3.2 Breach of policy
Failure to comply with this policy will not be tolerated and may result in disciplinary investigation up to and including termination of employment. Violation of the policy by the Company’s business partners will result in the effects set forth in the service contracts with them.
Responsibilities and implementation
Each Company employee is responsible for carefully reading and following this policy. If there are any non
This procedure applies to all Company employees and is implemented, monitored and enforced on an ongoing basis.
Clarity, each employee is directed to seek clarification from the Legal Department.
3.4. Reporting breaches of political conduct
Company employees, as well as business associates, who know or have reasonable cause to believe that violations of this policy have occurred should report using the following channels:
E-mail: rares.dobromir@btproduction.ro Telephone: 0747 070 003
Address: 68 Emanoil Porumbaru Str., ap. 10, sector 1, Bucharest
Any report will be treated in the strictest confidence and no action will be taken against the complainant as a result of the report, as the complainant is protected.
Also, any report must be made in good faith, about real facts and actions, based on the objective judgment of the reporter.
