AM-BITS INTERNATIONAL ANTI-CORRUPTION PROGRAM

AM-BITS INTERNATIONAL ANTI-CORRUPTION PROGRAM

Preamble (Values)

With this Anti-Corruption Program (hereinafter referred to as the Program), AM-BITS International (hereinafter referred to as the Company), recognizing its responsibility for upholding the values of the rule of law and integrity, striving to ensure its sustainable International, taking care of its own business reputation, to encourage the use of fair commercial practices, as well as in the interests of, but not limited to, its founders, employees, business partners, and clients, declares that its founders (participants), management bodies, officials, and employees in their activities, as well as in legal relations with business partners, state authorities, local self-government bodies, other legal entities and individuals, are guided by the principle of zero tolerance for corruption in all its forms and manifestations and take (will take) all measures to prevent, detect, and counteract corruption, as provided for by law and this Program.

The Company declares its principled position and condemns corruption as an illegal and unethical way of doing business.

I. General provisions

1. Definition of terms

The following terms are used in this Program with the following meanings:

Charitable activity is a voluntary personal and/or property assistance aimed at promoting the legitimate interests of recipients of charitable assistance in the areas of charitable activity defined by law, which does not imply profit for the Company, as well as payment of any remuneration or compensation to the Company on behalf of or at the request of the recipient of charitable assistance.

A contribution to support a political party is money or other property, benefits, privileges, services, loans (credits), intangible assets, any other benefits of an intangible or non-monetary nature, sponsorship by the Company of events or other activities in support of the party, goods, works, services provided by the Company free of charge or on preferential terms (at a price lower than the market value of identical or similar works, goods, and services in the relevant market), received by a political party, its local organization, which has acquired the status of a legal entity in accordance with the established procedure.

Business hospitality are representative events (for example, business breakfasts, lunches, dinners, receptions, tastings, other events (conferences, cultural and sports events), reimbursement of travel expenses, accommodation, other types of expenses incurred by the Company or in relation to the Company in order to establish or improve business relations or for another purpose related to the Company’s activities.

Business relations are relations between the Company and a business partner related to the business, professional, or economic activities of the Company, arising on the basis of a transaction or the performance of other activities by the Company and implying the duration of existence after their establishment.

Business partners are legal entities and/or individuals with whom the Company maintains, enters, or intends to enter into business relations.

Incentive payments are unofficial and illegal payments to officials to facilitate/accelerate/simplify or, in certain cases, properly perform procedures established by law that the Company has the legal right to receive without making such payments.

Corruption risk is the probability of committing a corruption or corruption-related offense, other violation of the Law of Ukraine “On Prevention of Corruption”, which will negatively affect the Company’s activities.

Illegal benefits are money or other property, benefits, privileges, services, intangible assets, any other benefits of an intangible or non-monetary nature that are offered, promised, provided, or received without legal grounds.

Zero tolerance for corruption is absolute intolerance for corruption in any of its manifestations.

A representative of the Company is a person authorized in accordance with the established procedure to act on behalf of or in the interests of the Company in relations with third parties.

Official:

A person authorized to perform the functions of the state or local self-government, in accordance with paragraph 1 of part one of Article 3 of the Law of Ukraine “On Prevention of Corruption”.

A person who is equated to persons authorized to perform the functions of the state or local self-government, in accordance with paragraph 2 of part one of Article 3 of the Law of Ukraine “On Prevention of Corruption”.

An employee of the patronage service in accordance with Article 92 of the Law of Ukraine “On Civil Service”.

A candidate for President of Ukraine and a candidate for People’s Deputy of Ukraine, registered in the manner prescribed by law.

The head, other official business entity in which the state or communal share exceeds 50 percent.

An official of a foreign state (a person who holds a position in a legislative, executive, or judicial body of a foreign state, including jurors, another person who performs the functions of the state for a foreign state, for a state body or state enterprise).

A foreign arbitrator, a person authorized to resolve civil, commercial, or labor disputes in a foreign state in an alternative manner to the court.

An official of an international organization (an employee of an international organization or any other person authorized by such an organization to act on its behalf).

A member of an international parliamentary assembly of which Ukraine is a member.

Judge and official of an international court.

Sponsorship activity (sponsorship) is a voluntary material, financial, organizational, and other support by the Company of any event or activity to popularize the name of the Company, trademarks, and service marks of the Company.

Other terms in this Program are used in the meanings given in the Law of Ukraine “On Prevention of Corruption”.

2. Purpose and Scope of Application

The purpose of this Program is to ensure the functioning of an effective system for the prevention and counteraction of corruption, and the compliance of the Company’s activities with the requirements of anti-corruption legislation, considering the best world practices.
This Program establishes a set of measures (rules, standards, and procedures) for the prevention, detection, and counteraction of corruption in the Company’s activities, not less in scope and content than those provided for by the Law of Ukraine “On Prevention of Corruption” and the Model Anti-Corruption Program of a Legal Entity, approved by order of the National Agency for the Prevention of Corruption.
Measures to prevent, detect, and eliminate or minimize corruption risks are recognized as a priority in the Company’s activities.
This Program is mandatory for the founders (participants), the CEO, management bodies, officials of all levels, employees, representatives of the Company, and people undergoing training in the Company or performing certain work based on civil law contracts concluded with the Company.
This Program is mandatory for all business entities (subsidiaries, separate subdivisions, branches, representative offices) over which the Company performs in control.
This Program applies to all areas of the Company’s activities, including relations with business partners, officials, state authorities and local self-government bodies, other legal entities and individuals.
Provisions on the mandatory observance and implementation of this Program are included in the Company’s internal labor regulations, regulations on structural subdivisions, all employment contracts, including contracts, and job descriptions.
This Program was approved by the decision (order) of the CEO of the Company after discussion with officials of all levels and employees of the Company.
The text of this Program is available in permanent open access for employees, officials of all levels, management bodies, representatives of the Company, as well as for its business partners.

The content of this Program is formatted according to the model provided in the annex to this Program.

3. Responsible Leadership, Business Reputation, And Integrity

The head, management bodies, and officials of all levels of the Company undertake to form, through their personal example of ethical behavior, zero tolerance for corruption among the Company’s employees, which is the basis of the business culture, daily business practice, and business reputation of the Company.
The head and management bodies of the Company undertake to demonstrate leadership and responsibility regarding:
1. compliance with the requirements of anti-corruption legislation.
2. ensuring proper implementation, effective functioning, periodic analysis, timely review, and improvement of the system for preventing and counteracting corruption in the Company in order to adequately respond to corruption risks in the Company’s activities.
3. spreading a culture of zero tolerance for corruption in all areas of the Company’s activities.
4. appointing a person responsible for the implementation of this Program (hereinafter referred to as the Authorized Person), providing them with adequate material and organizational working conditions, assisting the Authorized Person in performing the tasks and functions provided for by the Law of Ukraine “On Prevention of Corruption” and this Program, ensuring the independence of the Authorized Person’s activities.
5. encouraging officials of all levels to demonstrate leadership in preventing and counteracting corruption within their powers.
6. directing employees to support the Company’s anti-corruption policy and make a personal contribution to the effectiveness of the system for preventing and counteracting corruption.
7. informing about the policy of preventing and counteracting corruption both within the Company and in relations with business partners, officials, state authorities, local self-government bodies, other legal entities and individuals.
8. ensuring, in accordance with the Law of Ukraine “On Prevention of Corruption”, conditions for reporting information about possible facts of corruption or corruption-related offenses, other violations of the Law of Ukraine “On Prevention of Corruption”;
9. observance of the rights and guarantees of protection of whistleblowers provided for by the Law of Ukraine “On Prevention of Corruption”.
10. timely and proper response in accordance with the law to the facts of commission (possible commission) of corruption or corruption-related offenses by members of the Company’s management bodies, officials of all levels, and employees.

4. Standards of Professional Ethics

The founders (participants), the head of the Company, members of management bodies, officials of all levels, the Authorized Person, employees, and representatives of the Company, during the performance of their official (contractual) duties:
1. strictly adhere to generally recognized ethical standards of conduct and the requirements of the Company’s code of ethics (if any).
2. are tolerant and respectful of the political views, ideological and religious beliefs of others.
3. act regardless of personal interests, personal attitude to any person, their political, ideological, religious or other personal views or beliefs.
4. do not disclose or use confidential information that became known to them in connection with the performance of their official (contractual) duties, except in cases established by law.
5. competently, timely, effectively, and responsibly perform official (contractual) duties, decisions and instructions of bodies and officials to whom they are subordinate, accountable or controlled, and do not allow abuse and inefficient use of the Company’s funds and property
The founders (participants), the head, management bodies, officials of all levels, the Authorized Person, employees, and representatives of the Company refrain from obviously criminal actions, decisions, and instructions and take measures to cancel such decisions and instructions.
Officials of all levels, the Authorized Person, employees, and representatives of the Company are obliged to refrain from implementing decisions or instructions of the management that are clearly criminal.
In case of receiving for execution decisions or instructions that are clearly criminal, an official, the Authorized Person, employee, or representative of the Company must immediately inform in writing the immediate supervisor or the head of the Company, or its founders (participants) and the Authorized Person.
An official, the Authorized Person, or employee cannot be dismissed or forced to resign, subjected to disciplinary action, or subjected to other negative influence or the threat of such influence by the management in connection with the refusal to execute decisions or instructions that are clearly criminal.
Officials and employees of the Company, including the Authorized Person, cannot be held liable for refusing to participate in corrupt acts, even if such refusal may lead to the Company losing a competitive advantage or potential benefit.

II. Rights, Obligations, and Prohibitions

1. Rights and Obligations of Founders (Participants), Head, Members of Management Bodies, Officials of All Levels, Employees (Except the Authorized Person), and Representatives of the Company

The founders (participants), the head of the Company, members of management bodies, officials of all levels, employees, and representatives of the Company have the right to:
1. make proposals for improving this Program.
2. contact the Authorized Person for consultations and clarifications regarding the implementation of this Program, other internal documents of the Company regarding the prevention of corruption, and anti-corruption legislation.
3. receive recommendations from the Authorized Person on further actions if planned actions or decisions (legal transactions) may be a source of corruption risks.
The founders (participants), the head of the Company, members of management bodies, officials of all levels, employees, and representatives of the Company are obliged to:
1. comply with the requirements of the Law of Ukraine “On Prevention of Corruption”, this Program, and internal documents adopted for its implementation, as well as ensure the implementation of this Program.
2. perform their official (contractual) duties, considering the legitimate interests of the Company.
3. immediately inform, in the manner prescribed by this Program, the Authorized Person, the head (head of the executive body) of the Company, or the founders (participants) of the Company about cases of violation of the requirements of this Program (or about cases of incitement to such actions), commission of corruption or corruption-related offenses, other violations of the Law of Ukraine “On Prevention of Corruption” by founders (participants), the head, members of management bodies, officials of all levels, employees of the Company, or existing or potential business partners;
4. immediately inform, in the manner prescribed by this Program, about the emergence of a real or potential conflict of interest; take measures to prevent and resolve a real or potential conflict of interest; not take actions and not make decisions in conditions of a real conflict of interest.
5. refrain from behavior that may be regarded as a willingness to commit a corruption or corruption-related offense related to the Company’s activities.
6. inform the Authorized Person about the provision and acceptance of business hospitality, giving and receiving gifts in the manner prescribed by the Company.
7. consider the recommendations of the Authorized Person.

2. Prohibited Corrupt Practices

The CEO, members of management bodies, officials of all levels, the Authorized Person, employees, and representatives of the Company are prohibited from:
1. accepting an offer, promise, or receiving an unlawful benefit, as well as asking to provide such a benefit for themselves or another individual or legal entity for committing or not committing any actions using the position they hold in the Company, or in connection with their activities for the benefit of the Company, in the interests of the person offering, promising, or providing such a benefit, or in the interests of a third party;
2. abusing their authority, that is, intentionally, to obtain an unlawful benefit for themselves or another individual or legal entity, using their authority contrary to the interests of the Company.
3. offering, promising, or providing (directly or through a third party) to officials and/or their close people, other individuals, an unlawful benefit for committing or not committing any actions/inaction using the power, official position, authority granted to them to obtain or preserve any benefits for the Company.
4. taking actions and making decisions in conditions of a real conflict of interest.
5. using any property of the Company or its funds in personal interests.
6. organizing, being an intermediary, or personally carrying out any cash or non-cash payments or settlements with business partners of the Company, other individuals or legal entities, if such payments or settlements are not provided for by law or legal transactions concluded by the Company.
7. directly or indirectly influencing the decisions of the Company’s employees to obtain unlawful benefits for themselves or other people.
8. committing any actions that directly or indirectly incite other employees, officials of all levels, to violate the requirements of the Law of Ukraine “On Prevention of Corruption” or this Program.
9. giving and receiving gifts in violation of the requirements of the legislation and this Program regarding the provision and acceptance of business hospitality and gifts.
10. after dismissal or other termination of cooperation with the Company, disclosing or otherwise using in their own interest information, including confidential information, that became known to them in connection with the performance of their duties, contractual obligations, except in cases established by law.
The Company prohibits the payment of incentive payments to officials, in particular for the purpose of accelerating any formal procedures related to obtaining permits or making appropriate decisions in favor of the Company or obtaining other benefits for the Company.

A payment for expedited consideration paid to the account of a state authority or local self-government body, enterprise, institution, organization, official, state/local budget, the amount and payment of which is provided for by law (for example, payment for expedited registration of patents) is not an incentive payment.

An official, employee, or representative of the Company who is requested to make an incentive payment is obliged to inform the person making such a request about the prohibition of making it, to refuse to make such a payment, and to immediately inform their immediate supervisor and the Authorized Person about the received request.

If an official, employee, or representative of the Company has any doubt about whether a payment belongs to an incentive payment and the prohibition of making it, such an official, employee, or representative of the Company must consult with the Authorized Person.

Prohibitions apply without any territorial restrictions, on the territory of any state, regardless of national traditions, local practice, or competition conditions in force in that state.

III. Legal Status of the Authorized Person and Subordinate Employees

1. General Provisions

The legal status of the Authorized Person is determined by the Law of Ukraine “On Prevention of Corruption” and this Program.
The Authorized Person is appointed by the founders (participants) or the head of the Company to a separate position in accordance with labor legislation and the Company’s constituent documents.
The Authorized Person is subordinate, accountable, and controlled by the head of the Company.
The requirements for a person who can be appointed as the Authorized Person are established by the Law of Ukraine “On Prevention of Corruption.”

The Authorized Person may be dismissed from their position prematurely in the cases provided for by the Law of Ukraine “On Prevention of Corruption.”
The Authorized Person may be dismissed from their position at the initiative of the head of the Company or its founders (participants) subject to the consent of the National Agency for the Prevention of Corruption in the prescribed manner.

To perform their functions, the Authorized Person may involve employees of the structural subdivision subordinate to them (if such a structural subdivision is created), as well as (with the consent of the head of the Company) other employees of the Company by giving them oral and written instructions and monitoring their implementation.
Employees of the structural subdivision subordinate to the Authorized Person are appointed to positions and dismissed from positions (in case of termination of the employment contract at the initiative of the head of the Company or its founders (participants)) with the consent of the Authorized Person.

To implement this Program, by decision of the head of the Company (or the supervisory board, if one is created), responsible people (hereinafter referred to as Responsible Persons) may be appointed in separate subdivisions of the Company without the status of a legal entity.
Responsible Persons perform the duties and exercise the rights provided for in this Program for the Authorized Person, within the activities of separate subdivisions of the Company without the status of a legal entity in which they work.
The Authorized Person, within the performance of their official duties, has the right to give oral and written instructions and demand their implementation from Responsible Persons and monitor the activities of Responsible Persons.

2. Duties and Rights of the Authorized Person

Duties of the Authorized Person:
1. perform their duties impartially.
2. organize the preparation, develop, and submit for approval to the head (executive body / supervisory board) internal documents of the Company on the formation and implementation of this Program.
3. organize the conduct of periodic assessments of corruption risks in the Company’s activities.
4. ensure interaction and coordination between the structural subdivisions of the Company regarding the preparation, implementation, and monitoring of the implementation of measures provided for by this Program.
5. provide founders (participants), the head, management bodies, officials of all levels, and employees of the Company with clarifications and individual consultations related to the implementation of this Program and compliance with the requirements of anti-corruption legislation.
6. provide employees of the Company or persons undergoing training in the Company or performing certain work on the basis of civil law contracts concluded with the Company with methodological assistance and consultations on reporting possible facts of corruption or corruption-related offenses, other violations of the Law of Ukraine “On Prevention of Corruption” and the protection of whistleblowers and conduct training on these issues.
7. ensure public awareness of the Company’s anti-corruption measures.
8. organize training activities for the Company’s employees on the prevention and counteraction of corruption.
9. regularly, at least once every 2 years, improve their qualifications, initiate with the head of the Company the issue of undergoing their professional training (advanced training);
10. take measures to identify conflicts of interest and contribute to their resolution, inform the head of the Company about the identification of conflicts of interest and measures taken to resolve them.
11. organize and conduct inspections of the Company’s business partners, inspections in merger and acquisition (accession) procedures.
12. participate in the Company’s personnel selection procedures, by initiating, organizing, and conducting inspections of candidates for positions.
13. check for corruption risks and approve payments and expenses related to charitable and sponsorship activities and making contributions to support political parties.
14. check for corruption risks and approve (endorse) drafts of organizational and administrative documents and legal transactions of the Company.
15. organize the work of internal channels for reporting possible facts of corruption or corruption-related offenses, other violations of the Law of Ukraine “On Prevention of Corruption”.
16. receive and organize the consideration and verification of reports of possible facts of corruption or corruption-related offenses, other violations of the Law of Ukraine “On Prevention of Corruption”;
17. participate in conducting internal investigations carried out in accordance with this Program.
18. inform the head of the Company or the founders (participants) about facts that may indicate the commission of corruption or corruption-related offenses and other violations of the requirements of the Law of Ukraine “On Prevention of Corruption” by members of management bodies, officials of all levels, employees, and representatives of the Company.
19. in case of detecting a corruption or corruption-related offense or receiving a report of such an offense committed by members of management bodies, officials of all levels, or employees of the Company, take measures to stop such an offense and immediately, within 24 hours, report in writing about its commission to a specially authorized subject in the field of anti-corruption.
20. organize the work and participate in an official investigation conducted to identify the causes and conditions that led to the commission of a corruption or corruption-related offense or non-compliance with the requirements of the Law of Ukraine “On Prevention of Corruption” in another way, upon the submission of a specially authorized subject in the field of anti-corruption or by order of the National Agency for the Prevention of Corruption*.
21. cooperate with whistleblowers, ensure the observance of their rights and guarantees of protection provided for by the Law of Ukraine “On Prevention of Corruption”;
22. inform whistleblowers about their rights and obligations provided for by the Law of Ukraine “On Prevention of Corruption”, as well as about the status and results of the consideration, verification, and/or investigation of the information they reported.
23. inform the National Agency for the Prevention of Corruption in case the Company’s personnel service does not send a certified paper copy of the administrative document on the imposition of disciplinary action and the information card to the administrative document on the imposition (cancellation of the administrative document on the imposition) of disciplinary action on a person for committing corruption or corruption-related offenses for entering information into the Unified State Register of Persons who have committed corruption or corruption-related offenses;
24. verify the fact of submission of declarations by the subjects of declaration and inform the National Agency for the Prevention of Corruption about cases of non-submission or late submission of such declarations in the manner prescribed by law.
25. ensure the formation and maintenance of registers of:
26. employees of the Company held liable for violating the requirements of this Program, committing a corruption offense or an offense related to corruption, other violations of the Law of Ukraine “On Prevention of Corruption”.
27. inspections of business partners, inspections of candidates for positions, inspections in merger and acquisition (accession) procedures conducted in accordance with this Program.
28. internal investigations conducted in accordance with this Program.
29. reports of conflicts of interest, commission of a corruption offense or an offense related to corruption, other violations of the Law of Ukraine “On Prevention of Corruption”, violations of the requirements of this Program.
30. business hospitality and gifts.
31. ensure the implementation of supervision, control, and monitoring of compliance with this Program and anti-corruption legislation.
32. evaluate the results of the implementation of measures provided by this Program.
33. ensure the preparation of a report on the status of implementation of this Program.
34. participate in cooperation with state authorities, local self-government bodies, other legal entities, non-governmental and/or international organizations on issues of preventing corruption.
35. perform other official duties provided for by the Law of Ukraine “On Prevention of Corruption”, this Program, internal documents of the Company adopted to implement the Law of Ukraine “On Prevention of Corruption” and this Program, in particular those aimed at considering whistleblowers’ reports and ensuring the observance of their rights and guarantees of protection.
Rights of the Authorized Person
1. receive oral and written explanations from management bodies and members of management bodies, officials of all levels, employees, and representatives of the Company regarding circumstances that may indicate a violation of the requirements of the Law of Ukraine “On Prevention of Corruption” and this Program regarding the prevention and settlement of conflicts of interest and other prescribed requirements, restrictions, and prohibitions, as well as on other issues related to the implementation of this Program;
2. summon and interview people whose actions or inaction relate to the facts reported by the whistleblower, including officials of all levels of the Company.
3. have, subject to the restrictions established by law, access to documents and information owned by the Company that are necessary for the performance of their duties, make or receive copies thereof.
4. requests from other structural subdivisions of the Company information, documents, or copies thereof, including those containing information with limited access (except for state secrets), which are necessary for the performance of their duties.
5. process information, including personal data, in compliance with the legislation on access to personal data.
6. gain access to the Company’s warehouse, production, and other premises if necessary to carry out anti-corruption measures.
7. gain access to the Company’s available electronic means of data storage and processing that are necessary for the performance of their duties, and, if necessary, demand the execution of relevant data on paper.
8. sign and send information requests to state authorities, local self-government bodies, enterprises, institutions, organizations of all forms of ownership, and separate subdivisions of the Company without the status of a legal entity to obtain information and materials directly related to the performance of the Authorized Person’s duties.
9. sign and send letters to the National Agency for the Prevention of Corruption or other specially authorized subjects in the field of anti-corruption with reports of corruption or corruption-related offenses, other violations of the Law of Ukraine “On Prevention of Corruption”.
10. monitor the activities of Responsible Persons in separate subdivisions of the Company without the status of a legal entity, give them instructions and orders, and demand their implementation.
11. apply to the National Agency for the Prevention of Corruption regarding violations of the rights of the whistleblowers and their close people.
12. designate from among their subordinate employees a separate person responsible for the implementation of the Authorized Person’s powers to protect whistleblowers.
13. exercise other powers defined by the Law of Ukraine “On Prevention of Corruption” aimed at comprehensive consideration of reports of corruption or corruption-related offenses and other violations of the requirements of the Law of Ukraine “On Prevention of Corruption”, including reports of whistleblowers, protection of their rights and freedoms.
14. initiate inspections on the grounds provided for by the Law of Ukraine “On Prevention of Corruption” and this Program.
15. initiate internal investigations in connection with a possible violation of the Law of Ukraine “On Prevention of Corruption” and this Program.
16. submit to the head of the Company proposals to bring to disciplinary responsibility persons guilty of violating the Law of Ukraine “On Prevention of Corruption” and this Program.
17. participate in meetings of working groups and commissions of the Company on issues within the competence of the Authorized Person.
18. initiate meetings on the prevention and detection of corruption and the implementation of this Program.
19. involve employees of the Company in the performance of their duties with the consent of the head of the Company.
20. submit proposals for improving the work of the Authorized Person / subdivision of the Authorized Person to the head / supervisory board of the Company for consideration.
21. contact the founders (participants), the head, and management bodies of the Company on issues related to the implementation of their powers and performance of official duties.
22. other rights provided for by the Law of Ukraine “On Prevention of Corruption”, this Program, the employment contract, the job description of the Authorized Person, and other internal documents of the Company.

3. Guarantees of Independence

The performance of the Authorized Person’s functions in the Company is independent. Interference in the activities of the Authorized Person by the founders (participants), the head of the Company, management bodies and members of management bodies, officials of all levels, employees, representatives, business partners of the Company, as well as other people is not allowed.
Interference means:
1. refusal to provide the Authorized Person with information, documents, access to information and documents, the right to receive which the Authorized Person has.
2. any influence on the Authorized Person’s decision-making and actions, which is carried out outside the powers of the management body/person exerting the influence, as provided for by law, the Company’s charter, decisions of management bodies, or internal documents of the Company (for example, giving instructions regarding the content of conclusions to be made by the Authorized Person based on the results of inspections of business partners; regarding the range of persons-subjects of declaration, notifications about the facts of late submission of declarations by whom cannot be sent to the National Agency for the Prevention of Corruption, etc.);
3. actions/inaction that cause restriction or violation of the rights of the Authorized Person (for example, unreasonable refusal to grant annual leave according to the schedule; unreasonable refusal to send for training/advanced training provided for by the relevant schedule; unreasonable restriction of the amount or non-payment of incentive and compensatory payments provided for by labor and collective agreements, etc.);
4. actions/inaction that hinder the performance of official duties by the Authorized Person (for example, groundless sending of the Authorized Person on a business trip away from the workplace; unreasonable deprivation of the Authorized Person’s access to the workplace, personal computer; groundless seizure of documents stored by the Authorized Person; failure to provide the Authorized Person with material resources necessary for the performance of their tasks, denial of access to the Company’s document management system, communication means, etc.);
5. assigning to the Authorized Person duties, giving instructions on issues that do not belong to or go beyond their powers defined by the Law of Ukraine “On Prevention of Corruption” and this Program, and restricting the performance of their official duties.
The Authorized Person cannot be dismissed or forced to resign, subjected to disciplinary action, or subjected to other negative influence (transfer, attestation, change in working conditions, refusal to appoint to a higher position, reduction of wages, refusal to renew an employment contract, etc.) or the threat of such influence by the founders (participants), the head, or management bodies of the Company in connection with the implementation of anti-corruption measures, detection and reporting of possible facts of corruption or corruption-related offenses, other violations of the Law of Ukraine “On Prevention of Corruption.”
Negative influence also includes formally lawful decisions and actions of the founders (participants), the head, and management bodies of the Company that are selective, in particular, not applied to other employees and managers in similar situations and/or were not applied to the Authorized Person in similar situations (under similar circumstances) previously.
The application of disciplinary sanctions to the Authorized Person is carried out with the prior consent of the supervisory board (if a supervisory board is formed in the Company) or the body to whose management the Company belongs / the body that manages corporate rights belonging to the state in the authorized capital of the Company (hereinafter referred to as the Authorized Management Body).
The removal of the Authorized Person from the performance of official duties by the head of the Company is carried out with the prior consent of the supervisory board (if a supervisory board is formed in the Company) or the Authorized Management Body.
In case of violation of the guarantees of independence, the Authorized Person informs the supervisory board of the Company (if a supervisory board is formed in the Company) or the Authorized Management Body and, if necessary, the National Agency for the Prevention of Corruption.
The founders (participants), the head, and management bodies of the Company, as well as officials of all levels of the Company, are obliged to:
1. ensure the independence of the Authorized Person.
2. provide the Authorized Person with adequate material and organizational working conditions (separate office, safe for storing documents, workplace equipped with office furniture, computer equipment and organizational equipment, access to the Internet, stationery, communication means, email account) and sufficient resources to perform the tasks assigned to them.
3. assist the Authorized Person in performing the tasks provided for by the Law of Ukraine “On Prevention of Corruption” and this Program; at the request of the Authorized Person, provide information and documents necessary for the performance of their duties, assist in conducting internal investigations, ensure the involvement of employees/resources for the performance of their duties by the Authorized Person and their subordinate employees.
respond within a reasonable time to written and oral requests, proposals, and recommendations of the Authorized Person, provided by them within the implementation of this Program.

IV. Corruption risk management

To effectively prevent corruption in its activities, the Company applies a risk-based approach and creates a risk management system that provides for regular assessment of corruption risks that may affect the Company’s activities, taking measures necessary and sufficient to eliminate or minimize them, their further monitoring and control, as well as updating existing anti-corruption measures in accordance with changes in the internal and external environment of the Company’s activities.
The Company shall periodically assess the corruption risks in its activities, the purpose of which is to:
1. identification of internal and external corruption risks in the Company’s business processes.
2. assessing the adequacy, relevance and effectiveness of existing measures to properly prevent, eliminate or minimize identified corruption risks.
3. analysis and assessment (determination of levels) of identified corruption risks.
4. prioritizing high-risk business processes, considering the nature and degree of vulnerability of business processes to corruption risks, and the levels of assessed corruption risks.
5. International of measures to effectively eliminate or minimize corruption risks in the Company’s operations.
The Commissioner shall organize a periodic assessment of corruption risks in the Company’s activities.
The Company may conduct internal and/or external corruption risk assessments.
The internal assessment of corruption risks is carried out by a working group consisting of representatives of the Company’s structural units.
External assessment of corruption risks is carried out by audit, legal, consulting companies or independent experts engaged by the Company.
The Company shall assess corruption risks in its activities at least once every 2 years.
The Company may decide to conduct a corruption risk assessment in accordance with the procedure established by law.
Based on the results of the assessment of corruption risks in the Company’s activities, a risk register is formed.
The risk register shall contain:
1. identify corruption risks, areas (directions) of the Company’s activities in which they are identified, their descriptions, sources, existing control measures, and assessment of their sufficiency, compliance and effectiveness.
2. levels of identified corruption risks.
3. proposals for measures to eliminate or minimize the identified corruption risks (including updated/new anti-corruption measures at the Company and/or business process level), deadlines for their implementation, responsible units/executors, required resources, performance indicators).
The risk register, once completed based on the results of the corruption risk assessment, shall be submitted for approval to the head (executive body or supervisory board) of the Company.
The Company’s manager (executive body or supervisory board) approves the risk regulation and ensures that the measures provided for therein are taken, including by updating the existing anti-corruption measures, and allocates the necessary resources for this purpose.
At the request of the Company’s shareholder (founder), the risk register shall be brought to his/her attention.
The risk register shall be provided to the departments/executives responsible for implementation and may also be posted on the Company’s website (if any) for review by all interested parties.
The Commissioner monitors the implementation of measures to eliminate or minimize identified corruption risks, prepares and submits reports on the status of implementation of measures in accordance with the procedure and within the time limits set out in this Program.

V. Educational activities

1. Periodic training on corruption prevention and detection

In order to create an appropriate level of anti-corruption culture, the Commissioner shall ensure that newly appointed employees, representatives of the Company and persons undergoing training or performing certain work are familiarized with the provisions of the Law of Ukraine “On Prevention of Corruption”, this Program and internal documents of the Company adopted for its implementation.
The Company shall ensure proper and sufficient communication of the provisions of this Program and internal documents of the Company in the field of prevention and counteraction to corruption, changes in anti-corruption legislation and its application practice to all employees, representatives and business partners of the Company by means of information (communications).
3. The Commissioner is responsible for informing us on issues of prevention and detection of corruption.
The Company shall provide periodically advanced training (training) for the head, members of management bodies, officials of all levels, employees, the Commissioner and, if necessary, representatives of the Company.
The Head of the Company and the Authorized Representative shall undergo advanced training (training) on the prevention and detection of corruption at least once every 2 years.
Scheduled training of other officials of the Company shall be carried out in accordance with the following:
1. a thematic schedule for each year approved by the Head of the Company and prepared by the Commissioner.
2. certain documents that are brought to the Company’s attention by the parent (holding) company.
Anti-corruption training programs (basic and advanced) are implemented both remotely and in person.
The subject matter and form of training events (seminars, lectures, workshops, training courses, individual lessons, webinars, etc.) are determined on a case-by-case basis:
1. changes in legislation.
2. proposals of the founders (participants), the head, management bodies, officials of all levels, and employees of the Company.
3. the results of monitoring/evaluation of the implementation of this Program.
4. the results of periodic assessment of corruption risks in the Company’s activities.
5. the results of audits and internal investigations.
6. results of audits of compliance with anti-corruption legislation conducted by the National Agency for the Prevention of Corruption.
If facts of corruption offences are revealed in the Company’s activities, the Commissioner shall form a list of employees involved in the implementation of high-risk business processes and shall undergo mandatory extraordinary training, as well as formulate and implement the relevant training program.
The training is completed by testing the people who participated in it for the level of assimilation of training information or by other means of exit control of knowledge.
The Commissioner shall keep records of professional International activities in the field of prevention and detection of corruption, record attendance at such activities and assess their effectiveness.

2. Provision of explanations and consultations to employees by the Commissioner

In case of any questions regarding the clarification of certain provisions of this Program, the founders (participants), the head, members of the management bodies, officials of all levels, employees and representatives of the Company may apply to the Commissioner for oral or written explanations or consultation.
The Commissioner shall provide explanations or consultations within a reasonable period, but not more than 10 days from the date of receipt of the application. If it is impossible to provide explanations or consultations within the specified period, the Commissioner may extend the term for consideration of the appeal, and the person who applied for explanations or consultations shall be notified thereof. The total period for consideration of the appeal may not exceed 30 days from the date of its receipt by the Commissioner.
The Representative shall summarize the most frequently asked questions and answers to them and post generalized explanations (consultations, etc.) of an informational nature on the resources available to the Company’s employees and/or distribute them in other ways (for example, by e-mail).
The Commissioner may choose other forms of providing explanations and consultations on the implementation of this Program and anti-corruption legislation (memos, guidelines, video messages, etc.).

VI. Preventive and verification measures

1. Preventing and managing conflicts of interest

The Company strives to ensure that conflicts of interest do not adversely affect the interests of the Company, as well as the interests of its clients/customers, founder(s)/members by preventing, identifying and resolving conflicts of interest.
The Company shall prevent and resolve situations of conflict of interest based on the following principles:
1. the obligation for employees to inform about situations with signs of conflict of interest.
2. preventing conflicts of interest.
3. an individual approach to reviewing and assessing each individual case that has signs of a conflict of interest.
Employees of the Company shall notify their immediate supervisor and the authorized Representative in writing no later than the next business day after the day when they learned or should have learned about the existence of a real or potential conflict of interest, not to take actions or make decisions in the context of a real conflict of interest and take measures to resolve a real or potential conflict of interest.
In the event of a real or potential conflict of interest, the Company’s CEO shall notify the Commissioner, and the person or body (including a collegial body) is authorized to dismiss/initiate dismissal of the Company’s CEO in writing.
In the event of a real or potential conflict of interest, the Company’s representative shall notify the Commissioner in writing.
In the event of a real or potential conflict of interest, the Representative shall notify the Head of the Company / Supervisory Board of the Company in writing (if the Representative reports to and is controlled by the Supervisory Board of the Company.
Within two working days after receiving notice of a real or potential conflict of interest of a person subordinate to him/her, the immediate supervisor shall, considering the recommendations of the Commissioner, decide on the method of resolving the conflict of interest and notify the employee thereof.
A direct supervisor who becomes aware of a conflict of interest between an employee subordinate to him/her (including in case of self-detection of a conflict of interest of a person subordinate to him/her without notification) shall inform the Commissioner and take measures provided by this Program to prevent and resolve the conflict of interest.
Conflicts of interest shall be resolved by means of one of the following measures (separately or in combination):
1. removal of an employee from performing a task, taking actions, deciding or participating in its adoption in conditions of a real or potential conflict of interest.
2. application of external control over the performance of a person’s relevant task, performance of certain actions or decision-making.
3. restricting an employee’s access to certain information.
4. reviewing the scope of the employee’s job (functional) responsibilities.
5. transfer of an employee to another position.
6. dismissal of an employee.
The Commissioner shall establish the procedure for applying measures to resolve conflicts of interest and its specifics for different categories of persons, taking into account the following requirements:
1. an employee may be transferred to another position only with his/her consent if the actual or potential conflict of interest in the employee’s activities is permanent and cannot be resolved in any other way and if there is a vacant position that meets the employee’s personal and professional qualities.
2. an employee may be dismissed from his/her position due to a conflict of interest if the actual or potential conflict of interest in his/her activities is permanent and cannot be resolved in any other way, including due to the employee’s lack of consent to transfer or to deprivation of private interest.
3. in the event of a potential or actual conflict of interest, the Company shall terminate legal relations with the representative. If the conflict of interest of the Company’s representative is permanent, the Company’s representative shall be included in the list of people whose services shall not be used and/or in whose favor no payments shall be made.
The decision to resolve a conflict of interest in the activities of the Company’s manager shall be made by a person or body (including a collegial body) whose authority includes dismissal/initiation of dismissal from the position of the Company’s manager within two business days after receipt of the notice. The person concerned and the Authorized Representative shall be notified of the decision without delay.
Employees of the Company may independently take measures to resolve a conflict of interest by divesting themselves of the relevant private interest and provide supporting documents to their immediate supervisor and the Commissioner.
The Head of the Company may independently take measures to resolve a conflict of interest by divesting himself/herself of the relevant private interest and providing supporting documents to the Commissioner, as well as to the person or body (including a collegial body) whose authority includes dismissal/initiation of dismissal from the position of the Head of the Company.
In the event of a real or potential conflict of interest of a person who is a member of a collegial body (management body of the Company (supervisory board, management board, other executive body), commission, working group, tender committee, etc.), when resolving the issue by this body, such person shall notify the relevant collegial body and the Commissioner in writing.
The said person is prohibited:
1. to participate in the preparation of documents for decision-making by the collegial body on the relevant issue.
2. participate in the consideration (discussion) of the relevant issue.
3. vote on the relevant issue.
If non-participation of a member of the Company’s collegial body results in the loss of the authority of that body, such a person’s participation in decision-making shall be subject to external control. The decision to exercise external control shall be made by the relevant collegial body.
External control is carried out through the participation of the Commissioner in the work of the collegial body in the status of an observer without the right to vote.
Typical situations of conflict of interest may include:
1. participation in the adoption or decision-making on the conclusion of an employment contract, promotion, determination of remuneration conditions and application of financial incentives, imposition of penalties in relation to a close person.
2. entering transactions with related parties on behalf of the Company.
3. participation of a person subject to the requirements of this Program in making or adopting a decision that may affect the benefits of another business entity over whose business decisions such person or his/her close person exercises actual control, in which such person or his/her close person is a founder (participant), employee, receives or has received remuneration or gifts, has been or is undergoing training;
4. registration by a person subject to the requirements of this Program as an individual entrepreneur or establishment by such a person of a legal entity that provides services/performs works identical to those provided/performed by the Company.
5. performing the functions of a senior manager in another legal entity whose interests may conflict with the interests of the Company.
6. making or participating in making decisions by a person subject to the requirements of this Program regarding himself/herself regarding remuneration, provision of any benefit of a material or non-material nature, conducting an internal/internal investigation.

2. Interaction with business partners

The Company seeks to cooperate with business partners who operate legally and ethically, and whose interaction with the Company does not pose corruption risks.
The Company should inform business partners prior to establishing business relations with them about the principles and requirements of the Company in the field of preventing and combating corruption, as provided for by this Program and other policies developed for its implementation, including the procedure for verifying business partners.
The Company checks potential business partners (before the date of entering transactions) and existing business partners (after establishing legal relations with them).
The Commissioner shall carry out the inspection of potential or existing business partners of the Company. Other structural divisions of the Company may also be involved in the inspection.
The criteria, grounds, procedure and frequency of the audit of the Company’s business partners shall be determined in the internal documents of the Company, which shall be developed by the Authorized Representative and approved by the head (executive body) of the Company.
Verification procedures, frequency of verification and selection criteria for business partners are determined depending on the scope and location of activities, the structure of the Company, the nature and level of corruption risks that may arise in relations with a business partner.
The Company’s business partners are checked to:
1. checking the business reputation of the business partner for tolerance to corruption, namely, whether the business partner has the reputation of an entity whose activities are related to corruption (even in the absence of relevant court decisions) and whether the business partner will not act as an intermediary for transferring to third parties (or receiving from third parties) an unlawful benefit.
2. checking whether the business partner has an anti-corruption program (or other anti-corruption policies), the state of its (their) actual implementation, readiness (or refusal) to comply with the principles and requirements of the Company, as well as anti-corruption legislation.
3. identification of possible corruption risks in connection with the conclusion (execution) of a transaction.
4. minimizing the likelihood of committing or verifying possible facts of committing a corruption-related offence or other violation of anti-corruption legislation while establishing and/or implementing legal relations with a business partner.
If there are reasonable doubts about the business reputation of a business partner, which may lead to corruption risks for the Company, the Company reserves the right to refuse to establish/extend business relations with the business partner, considering the requirements of the law, in particular the Law of Ukraine “On Public Procurement”.
Business partner due diligence materials are kept for at least 5 years.
Agreements (contracts) entered by the Company with business partners may include anti-corruption clauses. The purpose of the anti-corruption clause is to provide the Company with guarantees of compliance with the anti-corruption legislation applicable to it and to obtain similar guarantees from the business partner.
The wording of anti-corruption clauses is developed by the Commissioner considering the Company’s business areas.

3. Business hospitality policies and procedures. Gifts

The Company shall determine the general policy and procedures for providing and accepting business hospitality and gifts, considering the requirements of the law.
The Head, members of the management bodies, officials of all levels, employees, representatives of the Company shall refrain from offering business hospitality, gifts to officials, their close relatives, actual or potential business partners, their employees or representatives, if such business hospitality, gifts may be regarded as an inducement or readiness to commit a corruption offence related to the Company’s activities.
Giving and receiving gifts, as well as providing and accepting business hospitality within the framework of establishing or maintaining business relations or to achieve another goal of the Company’s activities is allowed if it meets the aggregate of the following criteria:
1. is not intended to influence the objectivity of any decision to enter transactions, provide or receive services, information, or any other benefits for the Company.
2. does not constitute a disguised improper advantage (e.g., in order to obtain or continue to obtain commercial orders or an undue advantage);
3. complies with the generally accepted concept of hospitality (for example, souvenirs are a gift);
4. not prohibited by the laws of the state in which they are provided and/or accepted.
5. the cost does not exceed the limits established by law and the Company.
6. is not prohibited in accordance with the internal documents of the recipient’s organization and does not exceed the value established by such documents.
7. disclosure of the gift or business hospitality will not create a risk to the business reputation of the Company or the recipient of the gift or business hospitality.
8. gifts and business hospitality are reasonable, not excessive and appropriate in the context of establishing/maintaining business relations.
Giving and receiving gifts in the form of cash (cash or non-cash), cash equivalent (gift cards or gift vouchers) is not allowed.
If in doubt about the acceptability of a gift or business hospitality, employees should contact the Commissioner in accordance with the procedure established by this Program for advice and/or clarification.
Within one working day, the head, members of the management bodies, officials of all levels, employees, representatives of the Company shall notify the Commissioner of the facts of giving (making) or receiving a gift / business hospitality within the generally accepted concepts of hospitality in accordance with the procedure established by the Company.

4. Charity and sponsorship activities

The Company may carry out charitable and sponsorship activities in the absence of prohibitions established by law and internal documents of the Company.
The Company carries out charitable and sponsorship activities in accordance with the law and in the absence of a reasonable conclusion of the Commissioner on the existence of corruption risks.
The Commissioner shall conduct a preliminary review of the planned charitable and sponsorship activities and approve draft transactions for charitable and sponsorship activities to ensure that charitable and sponsorship assistance is not used for unlawful gain or for other illegal purposes.
The procedure for the Commissioner to carry out a preliminary inspection of the planned charitable and sponsorship activities shall be determined by the Company.
The Company shall not engage in charitable or sponsorship activities if:
1. its implementation is a condition for the conclusion of any transaction, decision-making by a public authority or local self-government body, or it is carried out with the aim of obtaining illegal advantages in business activities.
2. the business partner/official insists on carrying out a particular type of charitable and/or sponsorship activity exclusively through a specific organization.
3. it is carried out with the aim of influencing an official or in exchange for any unlawful benefit for the Company from business partners.
The main instruments of the Company’s control over charitable and sponsorship activities may be:
1. verification of potential recipients of charitable and sponsorship assistance in accordance with the procedure used to verify business partners or in another manner established by the Company.
2. Preliminary approval of charitable and sponsorship projects and transactions by the Commissioner.
3. procedures for monitoring the targeted use of charitable and sponsorship assistance, which the Company determines independently.
4. public disclosure of information on charitable and sponsorship activities in accordance with the procedure established by the Company to ensure public control (in the absence of prohibitions established by law).
The Company shall maintain registers of contributions made by the Company to charitable and sponsorship activities. Such registers, as well as financial statements on charitable and sponsorship activities and their recipients (beneficiaries) shall be kept for at least 5 years.

5. Support for political parties

The Company does not support political parties unless it is expressly prohibited by law or Company policy.
In the absence of prohibitions established by the law and the Company’s policy, the Company may make contributions to support political parties in accordance with the procedure established by the Law of Ukraine “On Political Parties in Ukraine”.
The total amount of the contribution(s) to support a political party from the Company during the year may not exceed the amount established by the Law of Ukraine “On Political Parties in Ukraine”.
Contributions to political parties shall be made in the absence of a substantiated conclusion from the Commissioner on the existence of corruption risks.
In addition to the Commissioner, other structural units of the Company may be involved in verifying compliance with the requirements of the law, including anti-corruption legislation, and this Program when making contributions to support political parties in accordance with the Company’s policy on supporting political parties.
The Company shall keep a register of contributions made to support political parties. Such a register, as well as financial statements on transactions for making contributions to support political parties and their recipients, shall be kept for at least 5 years.
The Company shall apply the rules set forth in this section when supporting political parties in the territory of any state, taking into account the restrictions on supporting political parties established by the legislation of the relevant state.

6. Due diligence in merger and acquisition transactions

When planning and executing mergers or acquisition transactions, the Company shall review the legal entity – a potential merger or acquisition target – to identify corruption risks, verify the purpose and procedure for executing such a transaction for compliance with anti-corruption legislation and this Program.
The audit is carried out before and after the transaction.
The scope of the audit shall be determined by the Company depending on the nature and level of corruption risks that may arise in connection with a transaction involving a particular merger or acquisition target.
The Commissioner is involved in the inspection and other people may be involved.
Prior to the execution of the transaction, the inspection shall include:
1. studying the history and activities of the target market of a merger or acquisition, the structure of its founders/participants/ultimate beneficial owners.
2. determination of possible ties of the target of merger or acquisition with officials and the nature of interaction with them.
3. study of the main elements of the system for preventing and combating corruption (anti-corruption program, etc., corruption risk management system) of the target of merger or acquisition.
4. identifying cases of corruption in which the target of the merger or acquisition may be involved (information on ongoing investigations / court proceedings).
5. checking the existence of sanctions imposed on the target of the merger or acquisition.
6. determining the circle of counterparties of the target of merger or acquisition (customers, suppliers, intermediaries) with high corruption risks and the nature of contractual relations with them.
7. studying the internal control mechanisms of the target of a merger or acquisition (control over transactions with high corruption risks, gift giving, business hospitality, charitable and sponsorship activities, etc.;)
8. studying the existence and functioning of the system of reporting corruption or corruption-related offences and other violations of the Law of Ukraine “On Prevention of Corruption”;
9. determining the scope and nature of issues to be addressed after the transaction.
The head (relevant management body) of the Company shall consider the results of the audit when making the final decision on the transaction.
After the transaction is completed, the audit includes:
1. Identification of inconsistencies in the system of anti-corruption measures of the target of a merger or acquisition.
2. ensuring that the anti-corruption measures of the target of merger or acquisition are in line with nature and level of inherent corruption risks;
3. determining corrective measures to bring the system of anti-corruption measures in line with the requirements of anti-corruption legislation.
If the anti-corruption audit reveals facts of corruption, the Company shall take measures to stop them, inform specially authorized entities in the field of combating corruption in accordance with the established procedure and prevent such practices in the future.

7. Vetting candidates for positions

To implementing this Program, the Company shall, as part of its recruitment procedures, screen candidates for positions vulnerable to corruption risks.
The screening of candidates for positions is carried out to:
1. determine whether the conclusion of an employment contract with a candidate poses any corruption risks to the Company.
2. determine whether the conclusion of an employment contract with the candidate will lead to a violation of anti-corruption legislation.
3. ensure that the candidate undertakes to comply with the requirements of this Program.
The decision to conclude an employment contract shall be made in accordance with the requirements of anti-corruption legislation.
The Commissioner shall conduct the vetting of candidates for positions vulnerable to corruption risks. Based on the results of the inspection, the Commissioner shall prepare a reasonable conclusion for the Head of the Company on the presence or absence of corruption risks.
The Company shall determine the procedure for screening candidates for positions and the list of positions vulnerable to corruption risks.
The materials of the screening of candidates for positions vulnerable to corruption risks shall be kept in personal files for the entire period of their storage.

VII. Notifications, their verification and liability

1. Reporting of possible facts of corruption or corruption-related offences, other violations of the Law of Ukraine “On Prevention of Corruption”

The Company creates a favorable environment for whistleblowers and fosters respect for whistleblowers as part of the Company’s business culture.
The Company shall provide whistleblowers with conditions for reporting possible facts of corruption or corruption-related offences and other violations of the Law of Ukraine “On Prevention of Corruption” (hereinafter referred to as the Report) by
1. mandatory establishment and maintenance of channels through which a person can make a Report, while guaranteeing his/her anonymity (hereinafter referred to as the Reporting Channels), if necessary, through the Single Whistleblower Reporting Portal.
2. determining, in accordance with the Law of Ukraine “On Prevention of Corruption”, internal procedures and mechanisms for accepting and reviewing Notifications, verifying and responding to them.
3. providing methodological assistance and advice on making a Report to potential whistleblowers.
4. implementing mechanisms to encourage and shape the culture of the Message.
5. observance of the rights and guarantees of whistleblower protection.
Whistleblowers independently determine which Reporting Channels to use to make a Report.
Whistleblowers shall be guaranteed confidentiality in accordance with the procedure and under the conditions established by the Law of Ukraine “On Prevention of Corruption”.
A person may make a Notification without attribution (anonymously).
Information about the Reporting Channels shall be communicated to all employees, including during recruitment, and posted on the Company’s information boards and on the Company’s website (if any).
The Company encourages its business partners to report through the Reporting Channels any facts of corruption or corruption-related offences or other violations of the Law of Ukraine “On Prevention of Corruption” by the CEO, members of governing bodies, officials of all levels, employees and representatives of the Company.
The notification shall contain factual data confirming the possible commission of a corruption or corruption-related offence or other violation of the Law of Ukraine “On Prevention of Corruption” that can be verified.
An anonymous Report is subject to consideration if the information contained therein relates to a specific person and contains factual data that can be verified.
Means of encouraging the Notification shall be implemented by the Company through:
1. approval of the Company’s internal documents that define the forms of incentives and organizational principles of the incentive mechanism.
2. providing methodological assistance and advice on the implementation of the Notice.
3. moral and material incentives for whistleblowers.
Means of forming the culture of the Company’s communications are implemented through:
1. approving the Company’s internal documents on ethical behavior in the Company, including fostering respect for whistleblowers as responsible citizens.
2. conducting internal trainings on the International of a culture of communication;
3. systematic implementation of educational and communication activities.

2. Rights and guarantees of whistleblower protection

Whistleblowing is an honorable right of every employee of the Company.
A whistleblower has the rights and guarantees of protection provided for in Articles 53-3-53-8 of the Law of Ukraine On Prevention of Corruption, in particular:
1. submit evidence to support its Notice.
2. receive confirmation of acceptance and registration of the Notice.
3. confidentiality.
4. to receive information on the status and results of the review, verification and/or investigation of the information provided by him/her.
5. to be released from legal liability for making the Notice, disseminating the information specified in the Notice, despite the possible violation of their labor, civil or other duties or obligations by such Notice.
6. to be released from civil liability for property and/or moral damages caused because of the Notice, except in the case of a deliberately false notice.
The rights of a whistleblower arise from the moment of making a Notice containing factual data confirming the possible commission of a corruption or corruption-related offence or other violation of the Law of Ukraine “On Prevention of Corruption” that can be verified.
The whistleblower shall be provided with guarantees of protection of his/her rights in accordance with the procedure and under the conditions established by the Law of Ukraine “On Prevention of Corruption”.
It is prohibited to disclose information about the identity of the whistleblower, his/her close relatives or other data that may identify the identity of the whistleblower, his/her close relatives to third parties who are not involved in consideration, verification and/or investigation of the facts reported by the whistleblower, as well as to persons whose actions or inaction relate to the facts reported by the whistleblower, except in cases established by law.
Only the head of the Company, the Authorized Representative and employees designated by him/her involved in the process of acceptance and consideration of the Reports in the Company have access to information about whistleblowers.
In the event of a leak of confidential information about a whistleblower, the Commissioner, the head (executive body) of the Company, at the request of such a person or on their own initiative, shall immediately take all measures to avoid negative consequences for the whistleblower related to such disclosure.
The Company prohibits intimidation, humiliation or harassment of whistleblowers, application of other negative measures (refusal to hire; dismissal or coercion to dismiss; disciplinary action; other measures, including formally legitimate decisions and actions that are selective not applied to other employees in similar situations and/or not applied to the employee in similar situations before) or threats of such measures.
The Whistleblower may not be dismissed or forced to resign, disciplined, or subjected to other negative measures of influence or threats of such measures of influence in connection with the Report.
The founders (participants), the head, management bodies, officials of all other levels, and the Commissioner, within the limits of their powers, shall ensure conditions for whistleblower protection.
The rights and guarantees of whistleblower protection shall be extended to the whistleblower’s close relatives.

3. Reporting possible violations of this Program

Employees and persons studying at the Company or performing certain work, representatives, as well as business partners of the Company may report the detected signs of violations of this Program, facts of incitement of employees, managers, officials of all levels, members of the Company’s management bodies to commit corruption or corruption-related violations, other violations of the Law of Ukraine “On Prevention of Corruption” directly to the head (head of the executive body) of the Company, the Commissioner or the founders (participants) of the Company, or by sending an email to the Company may provide for other ways of transmitting and receiving information.
The procedure for reviewing such notifications, interaction with the applicant, guarantees confidentiality of information about the applicant and protection of his/her rights shall be determined by an internal document of the Company.

4. Conducting internal investigations

In case of receipt of a Notification or detection of signs of a corruption or corruption-related offence or other violation of the Law of Ukraine “On Prevention of Corruption” or this Program by a member of the management body, official, employee or representative of the Company, the Commissioner shall conduct a preliminary review of the information received (detected) in accordance with the requirements of the Law of Ukraine “On Prevention of Corruption” and internal documents of the Company.
If the received (discovered) information about the commission of a corruption or corruption-related offence or other violation of the Law of Ukraine “On Prevention of Corruption” concerns the actions or inaction of the Company’s manager, the Commissioner shall, without preliminary verification, send such information within three days to the entity authorized to review or investigate it, taking into account the jurisdiction determined by Article 216 of the Criminal Procedure Code of Ukraine and the provisions provided for in Article 255 of the Code of Ukraine on Administrative Offences.
The information received (discovered) is also sent to the entity authorized to appoint (elect) and dismiss the Company’s manager (the body under whose management the Company belongs/founders (participants)/supervisory board of the Company).
In case of receipt of a Notice or detection of signs of a corruption or corruption-related offence committed by the Commissioner, or other violation of the Law of Ukraine “On Prevention of Corruption” or this Program, a preliminary verification of such information shall be carried out in accordance with the Company’s internal documents.
Based on the results of the preliminary inspection, the following decision(s) shall be made:
1. take measures to stop the identified violation.
2. to appoint an internal investigation into if the facts set out in the Notification are confirmed or if further verification of their accuracy is required.
3. in case of detection of signs of a corruption or corruption-related offence, immediately, within 24 hours, notify in writing the specially authorized entity in the field of combating corruption of its commission.
4. to close the proceedings in case of failure to confirm the facts set out in the Notification (revealed).
The purpose of the internal investigation is to verify the factual data on the possible commission of a corruption or corruption-related offence or other violation of the Law of Ukraine “On Prevention of Corruption” or this Program.
The internal investigation is conducted by a commission.
The Commissioner shall be a member of the commission, unless the investigation is appointed as a result of the discovery of facts or receipt of information about the commission of a corruption or corruption-related offence by the Commissioner, or other violation of the Law of Ukraine “On Prevention of Corruption” or this Program.
All officers and employees of the Company, regardless of their position, shall be obliged to facilitate internal investigation and provide the necessary available documents and materials.
An officer or employee of the Company subject to an internal investigation may be temporarily suspended from work (if there are grounds provided for by law) or otherwise restricted in access to material, information and other resources of the Company for the duration of the internal investigation on the basis of a decision of the head of the Company or, if the investigation concerns the head of the Company, on the basis of a decision of the general meeting of shareholders.
Based on the results of the internal investigation, the following decision(s) shall be made:
1. take measures to stop the identified violation.
2. to impose disciplinary sanctions on those responsible.
3. identify ways to eliminate the causes and conditions of the violation and the consequences caused by it, and take measures to prevent such violations in the future.
4. take measures to restore the rights and legitimate interests of individuals and compensate for losses and damage caused to individuals and legal entities as a result of the violations.
5. transfer the materials to the pre-trial investigation body in case of establishing signs of a criminal offence or to other bodies authorized to respond to the detected offences.
The term of the internal investigation shall not exceed thirty (30) calendar days from the date of completion of the preliminary inspection. If it is not possible to verify the reported (revealed) information within the specified period, the Head of the Company shall extend the term of the internal investigation to 45 days.
The Company shall determine the procedure for conducting internal investigations.
The Commissioner shall have access to the materials of internal investigations, which shall be kept for at least 5 years.

5. Disciplinary liability for violation of this Program

For violation of the provisions of this Program, the Company’s employees shall be subject to disciplinary action in accordance with the law, the Company’s internal labor regulations, and the provisions of employment contracts.
The Company’s Human Resources Department shall send to the National Agency on Corruption Prevention a certified paper copy of the decision (order) of the Company’s Head on imposing a disciplinary sanction and an information card to the administrative document on imposing (cancelling the administrative document on imposing) a disciplinary sanction on a person for committing corruption or corruption-related offences in order to enter information on imposing a disciplinary sanction for committing a corruption or corruption-related offence e
The head (executive body) of the Company shall ensure that measures are taken for the commission of a corrupt or corruption-related offence.

VIII. Supervision, control, amendments to this Program

1. Supervision and control

The Commissioner shall supervise and constantly monitor compliance with this Program by the founders (participants), the head, members of the management bodies, officials of all levels, employees and representatives of the Company.
The Commissioner shall supervise and control compliance with this Program by:
1. reviewing and responding to the Notification.
2. conduct inspections of the Company’s employees’ activities related to the implementation of this Program.
3. reviewing the Company’s organizational and administrative documents, transactions and other documents provided for in this Program, as well as their drafts, for corruption risks.
4. periodic monitoring of the implementation of this Program.
The Company may determine the procedure for conducting scheduled and unscheduled inspections of the Company’s employees, the procedure for conducting document reviews, as well as additional forms of supervision and control over compliance with this Program, considering the specifics of its activities.
If, while supervising or controlling compliance with this Program, the Commissioner detects signs of a corruption or corruption-related offence, he/she shall initiate an internal investigation before the Head of the Company in accordance with the procedure provided for by this Program and the Company’s internal documents.
The Commissioner shall prepare a report on the results of monitoring the implementation of this Program (hereinafter referred to as the Report) at least once every 6 months within the terms and in the manner determined by the Head of the Company (Supervisory Board of the Company). The annual assessment of the results of the implementation of the measures provided for in this Program shall be equivalent to such a report.
If there are Responsible Persons in the Company’s separate divisions to whom the Authorized Representative’s powers have been delegated, authorized persons in business entities – subsidiaries over which the Company exercises control, the Authorized Representative shall ensure the preparation of a consolidated Report.
The report should include information on:
1. the status of implementation of the measures set out in this Program.
2. the results of the implementation of the measures set out in this Program.
3. identified violations of the Law of Ukraine “On Prevention of Corruption”, this Program, measures taken to eliminate such violations and prevent their occurrence in the future.
4. the number of audits and internal investigations conducted and their results.
5. facts of violation of guarantees of the Commissioner’s independence.
6. the state of implementation of measures aimed at eliminating or minimizing corruption risks.
7. training activities on prevention and detection of corruption and the state of assimilation of the knowledge gained.
8. cooperation with whistleblowers.
9. newly identified corruption risks.
10. suggestions and recommendations.
The report may contain other information related to the implementation of this Program.
The generalized results of monitoring the implementation of this Program shall be made publicly available to the Company’s employees, as well as on the Company’s official website (if any).
The Commissioner shall ensure at least once a year that the results of the implementation of the measures envisaged by this Program are assessed.
The results of the assessment shall be summarized by the Commissioner in a written report, which he/she shall submit to the manager, the Supervisory Board and the founders (participants) of the Company.
The evaluation of the results of the implementation of the measures provided for in this Program shall be carried out according to the criteria determined by the Commissioner and shall contain information in the amount not less than that provided for in the Report.

2. Amendments to this Program

The Head of the Company shall ensure the organization of feedback mechanisms and other internal processes aimed at maintaining and continuously improving this Program.
This Program shall be reviewed in the following cases:
1. 1) by results:
  assessing corruption risks in the Company’s operations.
  supervising and controlling compliance with this Program, as well as evaluating the results of the implementation of the measures provided for by it.
2. in case of amendments to the legislation, including anti-corruption legislation, affecting the Company’s activities.
3. in case of changes in the organizational structure and business processes of the Company (if necessary).
Amendments to this Program may be initiated by the Commissioner, as well as by the founders (participants), the manager (executive body), the Supervisory Board, officials of all levels, and employees of the Company.
Proposals for amendments to this Program shall be submitted to the Commissioner, who shall study and systematize them.
Once a year, the Commissioner shall submit to the Head of the Company a summary of proposals for amendments to this Program and provide his/her recommendations for their consideration or rejection.
The Head of the Company, having received a summary of proposals for amendments to this Program from the Authorized Representative, shall initiate an open discussion of them by employees (labor collective) and founders (participants).
In cases where the founders (participants) or the Authorized Representative insist on urgent amendments to this Program, the Head of the Company shall initiate a discussion as soon as possible, but not later than 10 days from the date of receipt of such proposals.
In case of approval of proposals for amendments to this Program by the founders (participants) and employees (labor collective) of the Company, the head of the Company shall approve the relevant amendments by his/her decision (order), which shall be an integral part of this Program.
Amendments to this Program may not establish standards and requirements lower than those provided for by the Law of Ukraine “On Prevention of Corruption” and the Model Anti-Corruption Program of a legal entity approved by the order of the National Agency for the Prevention of Corruption.