Анти-коррупционная политика

REGULATIONS on anti-corruption policy of the company

Prime Group, Ltd, taking into account the provisions of the Federal Law № 273-FZ «On Preventing Corruption» (the «Anti-corruption Law») dated 25.12.2008, implementing the National Strategy for preventing corruption (approved by Decree of President of the Russian Federation № 460 dated April 13, 2010), hereby affirms anti-corruption policy in the organization, principles of behavior in respect of corrupt practices of its employees, counterparties and other persons. 
1.    The Company uses the term «corruption» to mean: abuse of functions in the Company, giving bribe, taking bribe, abuse of authority, commercial bribery, informal monetary incentives of the Company’s counterparties or persons influencing over the activity of the Company’s counterparties or its governing bodies, for the purpose of taking by such counterparties beneficial for stimulating person decisions, or any other unlawful use by an individual of his functions contrary to the legitimate interests of the organization, society and the state in order to obtain benefits in the form of money, valuables, other property or property-related services, other property rights for himself or for third parties, or illegal provision of such benefits to the said person by other individuals.
2.    Remuneration officially paid to any persons in connection with the commercial interests of the Company, if such persons are not prohibited by law or by their contractual obligations to receive such remuneration - may not be recognized as corruption.
3.    The Company carries out anti-corruption efforts within the limits of its powers:
— aimed at the corruption preventing, including the identification and subsequent elimination of the causes of corruption (prevention of corruption, implementation of distribution of legal information materials among the Company’s employees);
— the Company’s Anticorruption Committee (hereinafter – ACC) identifies, prevents, suppresses, discloses and investigates corrupt practices within the Company (anticorruption efforts within the Company);
— the ACC assumes measures to minimize and (or) eliminate consequences of corruption within the Company.
4.    Corruption in any form can not be approved, encouraged or financed by the Company.
Each employee of the Company, regardless of his position, is obliged to inform the ACC’s chairman or the CEO about any corrupt practices. Such notification shall be made in a form of an internal report addressed to the person authorized to consider such a notification. Upon receipt of such a notification by the general director, the latter is obliged immediately to send the notification received by him to the Commission (ACC).

All of the Company’s employees must be notified by department managers that corrupt practices (actions) invoke bringing of the individual who performed such acts to disciplinary responsibility, criminal responsibility, as well as to civil liability in accordance with current legislation of the Russian Federation.

Investigation of corrupt practices (actions) is carried out by ACC, created by order of the General Director of the Company, operating on a permanent basis.

The ACC’s members elect the chairman of the commission for a period of not more than three (3) years. The ACC’s members may re-elected chairman of the committee prior to the expiration of the term of his office.

The structure of the ACC must include:
— Managing Director and / or his deputy, chief accountant;
— Heads of divisions of the Company.

The structure of the ACC may include other persons who are employees of the Company or its founders. The total number of participants in the ACC is not limited, but must be odd.

The ACC decisions are taken by its members by general voting. The ACC decisions are taken by a simple majority vote. The ACC’s member is not allowed to duck on the vote or to take a neutral stance.

A person suspected of having committed acts of corruption (corrupt practices) cannot enter the structure of the ACC. If the person entering into the ACC is suspected of corruption acts, this person is excluded from the ACC structure.
4.1. The ACC authority:
— to distribute legal information materials among employees of the Company regularly;
— to receive notifications from the employees of the Company on corrupt practices (actions);
— to carry out investigations of corrupt practices (actions) and to assume measures to minimize corruption, identify and eliminate their causes;
— to make decisions on bringing of persons suspected of having committed acts of corruption, to disciplinary responsibility and to leave its decision to the company’s CEO execution;
— to decide on the transfer of notification of corrupt practices to the bodies of internal affairs together with the conclusion of the ACC, in order for a decision to be made on initiation of criminal case by the competent authorities in respect of a person suspected of having committed acts of corruption, or to make decision on necessity of preparation of statements of claim to apply to court, in order to bring a person suspected of having committed acts of corruption, to civil liability.
5.    The Director-General and / or the Company department managers are not entitled to give instructions, designed to implement corrupt practices, to employees.
6.    The Company’s employees are not entitled to make corrupt proposals to the representatives of counterparties or regulatory authorities.
7.    The Company’s employee is obliged to notify the Company of cases, became known to him in connection with performance of his duties, carrying signs of corrupt practices. In case of default of this obligation, the employee is subject to disciplinary, civil or criminal liability in accordance with current legislation of the Russian Federation.
8.    In cooperation with the law enforcement authorities of the Russian Federation (FSS, MIA, FAS) Public Prosecution Office of the Russian Federation, the Company assumes comprehensive measures to suppress and investigate corrupt practices (actions) related to the Company or its employees.
Corrupt actions can be grounds for criminal prosecution under the following articles of the Criminal Code of the Russian Federation:
Article 159. Fraud
Article 169. Obstruction of the lawful enterprise or other activity
Article 178. Prevention, restriction or elimination of competition
Article 201. Abuse of authority
Article 204. Commercial Bribery
Article 290. Taking bribe
Article 291. Giving bribe
Article 291.1. Intermediation in bribery
9.    Under identifying by members of the Company executive body (Directors / CEO) of committed corrupt practices, the Company shall inform each of the Company’s founder.
10.    The Company’s employee found to have committed acts of corruption is subject to suspension from work, dismissal, bringing to civil liability and compensation of the damages caused to the Company’s reputation, and his infraction materials shall be submitted to the law enforcement authorities in order to bring to the established by the legislation of the Russian Federation responsibility.
11.    In the case of bringing of persons who are the Company’s employees, of a counterparty of the Company, or an employee of the state body / institution (when concluding a contract or when a state contract is already concluded), to responsibility under the fact of corrupt actions, the Company works with the prosecution and comes down on the side of the prosecution.
12.    At the conclusion of contracts with counterparties, the Company proposes to include in the treaty the following text of anticorruption agreement: “Hereby each contracting party undertakes obligation to not use the corrupt practices of impact while dealing with the other contracting party. The term “corrupt practices” is used to mean actions of the contracting party in the form of material remuneration of any individuals, influencing over the other contracting party, paid in order to induce another contracting party to take decision to the benefit of the contracting party”.
At the conclusion of transactions with counterparties the Company notifies them of contents of paragraphs 11 and 12 of this Regulation. 

Положение об антикоррупционной политики компании.