Georgian
Energy
Company
POLICY STATEMENT
The objective pursued through this policy and the Tone From the Top of Georgian energy’s Top Management is to assert how our company is committed to Anti- Bribery national laws of all countries with whom Georgian energy works, not just to be compliant with standard and applicable national regulation but even in order to adequate business practices, human resource practices and treatment of employees and customers
The scope of this policy is to comply with all applicable Anti-Bribery laws, including but not limited to specific regulations such as the Italian Legislative Decree no. 231/2001, the US Foreign Corrupt Practices Act (FCPA) 1977, the UK Bribery Act 2010 and all national regulations applicable to different countries where Georgian energy operates
This policy supports the Georgian energy Code of Ethics by establishing a prohibition of bribery in all forms and through the definition of roles, responsibilities, decision making, and operational procedures to which all Georgian energy’s personnel must adhere in management of business relationships
BACKGROUND
Certain activities related to Public and private customers (such as providing gifts, contributions, entertainment, travel-related benefits or facilitation/ improper payments) can violate Anti-Bribery laws around the world. Georgian energy may be legally responsible under some circumstances for bribes or attempted bribes made or offered by Third Parties with whom
Georgian energy deals business. In addition, Bribery exposes Georgian energy and all its personnel to various risks like prosecution
fines and imprisonment
nFailing to implement adequate procedures to prevent bribery by Georgian energy’s personnel or anyone acting on Georgian energy’s behalf, no matter where in the world the bribery takes place, exposes the Company to the risk of fines, expulsion from contracts and significant reputational damage. Furthermore, many clients ask for confirmation of the possession of adequate procedures to prevent kind of bribery being made in the execution of contracts
This is the reason why this policy prohibits all forms of bribery, requires integrity assessments of Third Parties, intenal approvals, proper books and records entries
DEFINITIONS
“Govenment Official” includes any Govenment employees or elected/ appointed officials Political party
Candidate for political office (even if not currently in office)Consultant, speaker or advisor retained by Georgian energy who is a govenment employee
Employee of a quasi-public agency and other companies or organizations partly or completely owned or controlled by a govenment
“Third Parties” includes any person or entity with which Georgian energy does business and includes, but may not be limited to, any of the following when they do business with Georgian energy or otherwise act on Georgian energy’s behalf
Consultants
Suppliers
Distributors
Agents
Independent Contractors
“Bribery” is the act of offering, promising, giving, requesting or accepting anything of value (i.e. money, gifts, hospitality, favors, information, and job opportunities) or any benefit or advantage with the purpose to obtain an improper advantage
“ on” is the misuse of power used for personal or private advance, of the person who corrupts or a Third Party they are associated with. The corruption can be performed in different ways and it is usually frequent in the public or govenment sector. Bribery is one of the forms of corruption
“Facilitation/improper payment” is a small sum of money paid to someone (often to public officials) in order to speed up and/or secure the performance of their duty. Some examples can be small payments to facilitate routine govenment action, such as to an immigration official to speed up a customs check or visa application. Facilitation/improper payments are still bribes and they are prohibited by this policy
“Improper advantage” is defined to mean something to which the company is not clearly entitled, such as a price increase approval“Gift & Entertainment” are included gifts, travel expenses, accommodation, services, entertainment, and any other gratuitous item, event, benefit or thing of value received from or offered to any person in connection with the company.
“Red Flags” are signals of risky situations related to bribery actions (i.e. a person/company that might be involved in bribery acts or facilitation/ improper payments or person/company that shows an inclination or proposal to violate Anti- Bribery regulations)
“Tone from the Top” is a term used to indicate organization’s general ethical climate, as established by its Board of Directors and Management Committee. It is the statement of commitment to compliance made by the Top Management; having a strong tone at the top helps the company in prevention of fraud and other unethical practices
“Whistleblowing” is the disclosure by a person, usually an employee, to the public or to those in authority, of mismanagement, corruption, illegality, or some other wrongdoing. A worker can report things that aren’t right, are illegal or if anyone at work is neglecting their duties
ADDRESSEE
This policy applies to all Georgian energy’s personnel and Third Parties
With the terms personnel and Third Parties are identified
The members of the Board of Directors
Members of the Management Committee
Members of Compliance Committee, employees Consultants, suppliers, agents
Company’s employees and of its subsidiaries
Clients
Georgia energy is committed to take appropriate action against bribery and corruption, through intenal disciplinary action against Manager and/or employees involved in bribery actions; and/or terminating contracts with Third Parties including reporting the matter to an appropriate govenment department, regulatory agency or to the police. Company’s employees are also expected to comply with the Business Gifts and Entertainment Policy which may be helpful in identifying circumstances where corporate entertainment or gift to a client may be acceptable and not related to bribery
Georgian energy’s stakeholder and clients are requested to understand, accept and fully comply with the Georgian energy Anti-Bribery and Corruption Program which includes Georgian energy Anti-Bribery Policy, Georgian energy Code of Conduct and all the related procedures such as Gift & Entertainment Policy etc
NATIONAL REGULATIONS REFERENCES
Georgian energy’s intenal protocols
Georgian energy’s Model of Organization ex. Italian Legislative Decree n. 231/2001
Georgian energy’S Code of Conduct
Georgian energy’s Policies and Procedures
Any regulatory document/tool that updates and/or supplements to the corporate documents above
Laws / regulations
Legislative Decree no. 231/2001
Italian Anti-Corruption Law 190/2012
The US Foreign Corrupt Practices Act (FCPA) 1977
UK Bribery Act 2010
Other public laws and commercial anti-corruption regulations in force in the countries in which Georgian energy operates and the intenational anti-corruption treaties
IDENTIFICATION, ESCALATION & REVIEW OF POTENTIAL EXPOSURE TO ANTI-CORRUPTION
The purpose of the GEORGIGAN ENERGY Anti-Bribery Policy, in coordination with the Code of Conduct, is to establish a framework that provides clarity to the processes within Georgian energy Departments designed to
Prevent facilitation/improper payments and prevent the infringement of Georgian energy Anti- Bribery Policy; in order to reduce the risk of harms to Georgian energy’s reputation
Detect exposure indicators to bribery/ corruption risks at the earliest stage possible
Promptly respond and remediate exposure to risks of corruption or potential violations
Assess the root causes of issues or the identification of weaknesses in the program to prevent their recurrence
In order to meet these objectives, this policy will define and rule the following processes
Risk assessment
Georgian energy’s Departments must define and perform an annual Compliance Risk Assessment. The Company Management will evaluate on an annual basis the scope of the Risk Assessment with respect to understanding and identifying the nature of the risk exposure to corruption within the various Georgian energy’s Departments. The results of the Risk Assessment Process will be annually reviewed. The Company will inform all Department Managers all employees about the implementation or modification of the control processes within the Company to manage the corruption risks identified
Identification
The Company Management is responsible of the monitoring of the Company’s levels of Compliance for the annual risk identification. The scope of monitoring transactions, payments, or transparent deals is to expose indicators of possible corruption risks to the attention of the Company
The risk identification will be performed even through the execution, by the different employees involved, of Due Diligence analysis and management of extenal relationships with customers, Third Parties
Administrative service providers, joint venture partners, commercial agents and marketing partners and other relevant parties with whom Georgian energy establishes a relationship
The analysis are reviewed and approved by the Compliance Committee and the Management Committee, and controlled through risk management processes by the employees involved
Consequently to the identification of Key Risk Areas specific controls/principles concening bribery and corruption management and corruption- related indicators are updated and/or designed to manage the high risks areas identified
Through the annual risk assessment process the company provides a structure for the enhancement of transparency for the govenance of third party risk management
Escalation and Review
Whenever an exposure to anti-Bribery and Corruption risk is identified, for example through the execution of a control process, the escalation is required. Any potential issue must be escalated by all Georgian energy’s personnel to the Company Management
The Company Management must take in consideration all issued raised by all Georgia energy’s personnel, asking for clarification and acquiring all supporting documents available in order to be able to verify the applicability of the risk/issue
The Company Management, once provided all the supporting documents, must involve its employees for the analysis of the concen issued
The analysis must be performed with the utmost discretion possible and subject to any possible request for anonymity of the person who issued the alert. Informal discussions can be made by Company Management with personnel suspected to be involve
All Georgian energy’s personnel must collaborate fully and honestly in any company investigations related to compliance and integrity concens
WHISTLEBLOWING
Whistleblowing is the disclosure by a person, usually an employee, to the public or to those in authority within the Company, of mismanagement, corruption, illegality, or some other wrongdoing
All Georgian energy’s employees must report situations that aren’t right, are illegal or in which anyone at work is neglecting their duties, including
Criminal offence
Non-compliance with regulations by the Company (such as Anti-bribery laws)
In case of known violations of Bribery and Corruption laws by any Company employees or Third parties, the Georgian energy’s personnel must promptly report the issue through the anonymous whistleblowing system adopted by the company. The whistleblowing system defines the obligation to report, to the Company Management, any case of known violation or attempted violation
Reports must be as detailed as possible and supported by documents if existing, in order to conduct effective analysis
The whistleblowing system ensures the anonymity of those who have reported the issue
8. STANDARDS OF CONDUCT & PROHIBITIONS
Company personnel are prohibited from offering, promising, authorizing or providing, directly or indirectly through Third Parties, any payments, gifts or anything of value to any Govenment Official or private customer in order to influence or reward any action or decision by such person in connection with official capacity or for the purpose of obtaining or retaining business
The company strictly prohibits engaging in or tolerating bribery or any other form of corruption. In addition Georgia energy’s personnel are requested to maintain a system of intenal accounting controls to ensure that all transactions are properly authorized
In accordance to Anti-Bribery and Corruption regulations is permitted the occasional offer of gifts in favor of customers and suppliers, potential or existing, and their agents and representatives, in compliance with the laws and as long as are not exceeding a maximum value of courtesy, or they do not compromise the integrity and/or the reputation of one of the parties and that they cannot be interpreted by an impartial observer as aimed at creating an obligation of gratitude or to obtain undue advantages. It is also allowed the occasional offer of gifts of modest value in goods bearing emblems or distinctive signs of the company with promotional and qualification of the company image
In the normal course of business relationships and at events such as conferences and promotional extraordinary meetings, is finally allowed to offer breakfasts and dinners and short stays in hotel and accommodation facilities, provided they are pure expression of hospitality and not excessive or unusual in value. For what concens the offer of entertainments or forms of hospitality they must be appropriate and reasonable
All Georgian energy’s personnel, in case of consistent gifts and/or entertainment such as participation in conferences and meetings, must provide supporting documents for the expenses occurred that must always be legitimate by verifiable business purpose
THIRD PARTY: IDENTIFICATION AND RISK MANAGEMENT
Before retaining the services of a potential Third Party, a qualified employee must be identified as responsible for the Third Party’s work for each Department
The qualified employee must ensure that
Appropriate due diligence has been performed on the Third Party before the counterpart is hired or retained or performs any services for or on behalf of the Company
The contract fully and accurately describe the nature and scope of the services to be performed and the manner in which the Third Party will be paid and reimbursed
The review and approval of the contract has been conducted in accordance with the Anti- Bribery Policy, in addiction every contract must include compliance warranty to compliance to the Georgian energy’s Anti-Bribery and Compliance Program
All payments, commissions, reimbursement, expenses or compensations of any kind or nature provided to the Third Party are properly authorized in accordance to this policy and fully and accurately recorded in the Company’s books and accounting records
PENALTIES FOR VIOLATIONS
Violation of this Anti-Bribery Policy means breaking the law, subjecting yourself and the company to criminal penalties or civil sanctions and loss of contracts and the defense of export privileges. Compliance with this procedure is mandatory. Failure to comply with the terms of this policy may subject the individual to disciplinary actions, up to and including termination of contracts
In consideration of the above Georgian energy will terminate also the engagements with consultants, agents, distributors, independent contractors and any other Third Parties who are unwilling or unable comply with Company’s procedure and consequently to represent Georgian energy in a consistent manner in accordance with national regulations. In addition, if necessary, the Company eventually will request damages
NETWORK FOR IMPLEMENTATION OF THE PROGRAM AND ESCALATION OF ISSUES
Georgian energy’s Management will establish an Anti- Bribery Compliance Network to facilitate communication, analysis, and developments related to this Anti-Bribery Policy. The purpose of this network is to provide a centralized process across Departments for effective communication to deliver advice of common applicability, clarify instructions and deliver training content
RED FLAGS
Red Flags means risk indices of references, or alarm signals that can occur in certain situations with regards to the risks of corruption
Company’s personnel, in dealing business activities can better judge cases of potential high risk level situations by verifying the existence of red flags
In case of red flags identified by the personnel the supporting documents must be sent to the Company Managment to clarify any doubtful situations
Examples of potential risk situations can be
PAYMENTS
Use of atypical methods of payment, of large amounts/greater amounts than agreed in the contract reference without right causes
Requests of unusually large or excessive fees, commissions or similar payments
THIRD PARTIES
Recommendation of the Third Party by a Govenment Official or a customer
Existence of relationships in the hands of the Third Party, with public officials who can improperly influence the decision of the Public Official
Suspicions of violation or possible violation of national laws or policies (i.e. prohibitions on commissions, currency or tax law violations) in the arrangements proposed by the Third Party
Failure of compliance with standards set by the Company
Evidence of information about a Third Party, indicating his possible involvement in unfair trade practices or potential corruption cases
Refuse from the Third Party to provide Anti- Bribery certifications/compliance with national regulations or in executing a written agreement
CASH DISBURSEMENT
Evidence of cash payments from other than an established petty cash account
Lack of documentation for petty cash transactions
Non-routine and/or overuse of petty cash
BUSINESS GIFT AND ENTERTAINMENT
Employee expense and corporate credit card reimbursement indicates any of the following information
Not adequate or inconsistent supporting documentation
Evidences of approval
No compliance with record keeping procedures
Suspicious or illegitimate expenses
Requests of travel expenses for family members Public or private customer or for additional paid travel not directly related to Company business
Unreasonable Adherence to unfavorable contract terms
GRANTS & DONATIONS
Charitable Donation proposed and solicited by a Customer
Situations where a reasonable person may conclude that the Company could receive an improper advantage because of the proposed Charitable Donation
Donation to organization where the Director, manager, owner or shareholder is a Govenment Official from whom the Company may receive business offers that could be influenced by the Govenment Official
ANTICORRUPTION
ANTICORRUPTION
The Company
Product and Services
Petroleum Products
Petrochemical Products
Transport And Logistics
: China office
Rm10D, 10/F Jingwu Building
No.157 Baoxing Rd
200080m Shanghai, China PC 200080
:Georgia office
Gagarini building 4, Floor 6 , Number 22
Tbilisi , Georgia
Tel : +995 5518 62 3877
TeL : +86 21 63830612
Fax : +86 21 63830581
Mob : +86 130 0322 3935
Email : info@georgianenergy.org
