EN
Contact us

Anti-corruption policy

 ANTI-CORRUPTION POLICY OF EXORIGO-UPOS S.A. GROUP

 PREAMBLE 

  1. Bearing in mind the basis objective of the Exorigo-Upos S.A. group member companies which is to conduct their business responsibly, transparently and in compliance with the highest legal and ethical standards, and the fact that all Employees being familiar with the provisions and complying with the principles and rules set out in the Anti-corruption Policy is the necessary condition for protecting the reputation and safety of the Exorigo-Upos S.A. group, the Management Board of Exorigo-Upos S.A. hereby resolves and introduces this Anti-corruption Policy.
  2. This Anti-corruption Policy comprises the set of norms and standards intended to eliminate corruptive situations in EUG and to enhance the detection of such practices. The provisions of the Anti-corruption Policy provide answers regarding proper conduct in difficult situations and name the persons who may be consulted to solve a problem. All members of the EUG community, regardless of their positon, are obliged to comply with the principles and rules set out in this Anti-corruption Policy. The objective of the organisation is to build trust and to promote ethical attitudes among its Employees, associates and Business Partners.
  3. This Anti-corruption Policy sets out the requirements in EUG aimed at ensuring compliance with applicable provisions of anti-bribery and anti-corruption law. Hence, the Anti-corruption Policy is a manifestation of EUG’s commitment to counteracting any forms of Corruption in the operations of EUG, including in its business relationships.
  4. Each Employee and each associate of EUG is obliged to familiarise themselves with this Anti-corruption Policy.
  5. If an Employee suspects or is aware of an actual or potential situation which constitutes a breach of the Anti-corruption Policy by any of Employees or associates of EUG, the Compliance Officer should be immediately notified about such a situation. The earlier such a situation is reported the higher the chance to take successful remedial measures. An Employee may also avail of the possibility of whistleblowing the breach in accordance with the “Internal whistleblowing policy setting out the internal procedure for reporting breaches of law at Exorigo-Upos S.A. and its member companies”.
  6. EUG introduces a “zero tolerance” policy in respect of persons who are in breach of the Anti-corruption Policy. All employees and associates of EUG (at each level of the organisation) are obliged to observe strictly the provisions of the Anti-corruption Policy. An intentional breach of the provisions of the Policy or a failure to report a breach may involve disciplinary liability, including dismissal. 
  7. The Anti-corruption Policy serves as a guidance and does not contain an exhaustive list of possible scenarios of corruptive practices or conduct. Thus, we encourage Employees to contact the Compliance Officer who is the first line of support in this regard.

§ 1. Definitions

  1. Public officer –
    1. employees or representatives of any government or local government, entity owned or controlled by a government or local government anywhere in the world, including senior and junior employees. Entities owned or controlled by a government or local government include, inter alia, central banks, hospitals and any other business undertakings owned or controlled by a government or local government entity;
    2. each appointed or elected person performing a legislative, administrative or judicial function,
    3. each candidate for a public office,
    4. each officer of a political party,
    5. each officer, employee, representative or agent of a public international organisation,
    6. each child, spouse, partner or sibling or another relative of the above persons,
    7. other persons defined as a “public officer” in provisions of law.
  2. EU – Exorigo-Upos S.A. 
  3. EUG – the group of companies comprising Exorigo-Upos S.A. (“EU”) and subsidiaries of EU in the meaning of the provisions of the Accountancy Act.
  4. Management – Members of the Management Board and of the Supervisory Board of EU. 
  5. Anti-corruption Policy – this Anti-corruption Policy. 
  6. Code of Conduct – the Code of Conduct of Exorigo-Upos S.A. 
  7. Corruption – promising, proposing, giving, demanding or accepting, directly or indirectly, Financial Advantage or Personal Advantage, for oneself or for another person, as well as accepting a proposal or a promise, in exchange for an action or omission in performing professional activities (in the performance of public functions or in the course of economic activity). 
  8. Financial Advantage – items or actions which lead to obtaining any undue or unjustified benefits (whose value may be expressed in money) for oneself or for another person, inter alia, gifts, meals, invitation for sport or cultural events, donation, release from debt or awarding a contract in a tender procedure.
  9. Personal Advantage – undue or unjustified benefit of a non-financial nature, improving the situation of the person or other persons related to such a person, inter alia, a promise of employing the given person or of promotion of their close person, foreign scholarship, awarding an order, or sexual contacts.
  10. Favouritism – abusing ones job position by favouring socially related persons, persons being members of a certain group, usually in order to obtain Personal Advantages or Financial Advantages, not based on an assessment of merits of those persons, but based on the relationship with them.
  11. Compliance Officer – a person within the EU structure, appointed by the Management Board, responsible inter alia for supervising Employees’ compliance with the Anti-corruption Policy. The Management Board may appoint two persons as Compliance Officers; maximally two persons may be appointed as Compliance Officers. 
  12. Nepotism – abusing one’s position consisting in supporting or favouring one’s relatives in work-related situations: giving jobs, titles, awards and promotions. The most important, but not the only one, indicator of Nepotism, is a direct reporting line.  
  13. Person Preforming a Public Function – A public officer, a member of a local government body or another public administration body, a person employed with an organisational unit managing public funds, unless such a person performs service activities only, as well as another person whose rights and obligations regarding public activities are set out or acknowledged by an act or an international agreement binding on the Republic of Poland.
  14. Business Partner – each contracting party (namely, a supplier, a service provider or a recipient of goods or services of EUG companies), a representative (namely, an entity or a person representing a EUG company in contacts with contracting parties or state bodies, e.g., a consultant, a law firm) or an intermediary (namely, an entity or a person supporting a EUG company in acquiring contracting parties or selling products or services on behalf of a EUG company). 
  15. Whistleblowing Policy – regarding internal whistleblowing setting out the internal procedure for reporting breaches of law at Exorigo-Upos S.A. and its member companies. 
  16. Employee – Management and each person employed with EUG under an employment contract or another legal relationship or cooperating with EUG under another agreement.
  17. Superior – a person supervising an Employee, except for the Management. For the Compliance Officer, the President of the Management Board is the Superior. 
  18. Management Board – the Management Board of EU. 
  19. Supervisory Board – the supervisory board of EU. 

§ 2. Purpose of the Anti-corruption Policy 

  1. The purpose of the Anti-corruption Policy is to eliminate or limiting – as widely as possible – the risk of Corruption in the EUG operations. This applies to all jurisdictions in which EUG operates.
  2. The Anti-corruption Policy is addressed to all Employees EUG and is applicable at all levels of the organisational structure. 

§ 3. Rules of Conduct  

  1. Employees are obliged to comply in particular with the following rules:  
    • not to offer and not to give any Financial Advantage or Personal Advantage;
    • not to accept any type of Financial Advantage or Personal Advantage; 
    • not to make taking or omitting any actions dependent on receiving any Financial Advantage or Personal Advantage;
    • to refuse accepting Financial Advantage or Personal Advantage; 
    • not to induce anyone to give Financial Advantage or Personal Advantage;
    • to promote ethical practices and transparent conduct among associates and Business Partners;
    • not to take actions which may expose EUG to a risk of non-compliance with anti-corruption provisions;
    • to report any and all suspected acts of Corruption or signs of an act of Corruption;
    • not to intermediate in making arrangements in exchange for Financial Advantages or Personal Advantages or promises to receive the same; 
    • not to give and not to promise to give Financial Advantage or Personal Advantage in exchange for intermediation, e.g., supporting a selection of a supplier, a contracting party, a service provider;
    • not to promise to pay or to accept payment from third parties where they are suspected or sure to expect in exchange specific Financial Advantages or Personal Advantages.
  2. Any and all types and forms of Corruption (either direct or indirect) in the operations of EUG are prohibited.
  3. Occurrences of Nepotism and Favouritism in the operations of EUG are prohibited.
  4. It is prohibited to give Financial Advantages to a Person Performing a Public Function, even insignificant ones, in order to facilitate or ensure such Person’s carrying out routine actions.
  5. An Employee is obliged to report each suspected occurrence of Corruption, Nepotism or Favouritism in the operations of EUG, to the Compliance Officer, immediately, but no later than 5 business days from the suspicion.
  6. An Employee is obliged to report each suspected occurrence of Corruption at a Business Partner or reasonable doubts as to the operations conducted by a Business Partner, to the Compliance Officer immediately, but no later than 5 business days from the suspicion.
  7. An Employee is obliged to report each suspected occurrence of Corruption, Nepotism or Favouritism in the operations of the Compliance Officer to the President of the Management Board (in any form whatsoever), immediately, but no later than 5 business days from the suspicion. 
  8. An Employee is obliged to submit a report to the Chair of the Supervisory Board immediately in the event of a suspected occurrence of Corruption, Nepotism or Favouritism in the operations of members of the Management Board.
  9. Before concluding an agreement with a Business Partner, an employee is obliged to submit to the Business Partner a scan of the Anti-corruption Policy and to prepare a contractual provision (a clause) under which the Business Partner will represent that they have familiarised themselves with and acknowledge the provisions of the Anti-corruption Policy.
  10. An Employee is obliged to comply with the rules set out in the Anti-corruption Policy.

§ 4. Accepting and giving business gifts 

  1. Business gifts given or accepted in EUG’s business relationships should not be accepted in situations which may influence EUG’s decision. 
  2. A business gift is each tangible or intangible item having monetary value, for which the recipient does not pay its market value. 
  3. An Employee should not give or accept invitations to participate in meetings (e.g., meals, training, cultural, scientific, sport events, recreational, integration trips, rebate or gift cards, etc.) to the extent that for the given nature of business relationships they do not correspond to commonly accepted hospitality standards or may affect the decisions of the gift recipients. In case of any doubts, the Employee should approach the Compliance Officer or their immediate Superior. 
  4. In no case should money (cash or cash equivalent) as well as invitation of luxury or exclusive nature be given or accepted.
  5. Persons responsible for selection of suppliers should not be authorised to receive gifts or other personal gratifications from entities submitting their cooperation offers to EUG. 
  6. It is prohibited:   
    • for an Employee to solicit gifts or invitations;
    • to accept gifts or invitations given by an unknown or unidentified person;
    • to accept cash or cash equivalents, e.g. gift vouchers or negotiable items;
    • to accept gifts or invitations that are in breach of local provisions due to their value, nature, giver or beneficiary;  
    • to accept gifts or invitations that are in breach of good custom.
  7. Gifts received by given Employees from given Business Partners in festive seasons that are acceptable by EUG are gifts of a “low value” namely a value no higher than the Polish zloty equivalent of 200 Euro in a calendar year, and no more than 150 Euro for a single gift, provided that the gift: 
    • is not given with the expectation of a specific business decision (selection of an offer);
    • is not given in response to an Employee’s demand or suggestion;
    • disclosing the fact that the same has been accepted will not result in infringement of the reputation of EUG or of the Employee.
  8. Each Employee is obliged to report to the immediate Superior the fact of receipt of a business gift of a value exceeding the Polish zloty equivalent of 200 Euro or 150 Euro respectively.
  9. The Employee’s omission in respect of paragraph 8 above will be treated as gross breach of employee obligations.
  10. Any doubts as to the appropriateness of accepting a business gift should be absolutely discussed with the Compliance Officer.
  11. In a situation where the value of a gift exceeds the Polish zlotys equivalent of 200 Euro in a calendar year, and the refusal to accept the gift could have an adverse influence on the business relationships, the gift should be accepted and forwarded to the Management Board’s office which maintains a register of such gifts.
  12. Gifts gathered in the Management Board’s office will be put up for an auction which is organised once a year. The proceeds from the auction will be assigned for a selected charity.

§ 5. Political activities, sponsorship and donations 

  1. EUG does not sponsor directly or indirectly political organisations.
  2. EUG refrains from political activities or from supporting a political party or a candidate in elections. Neither Employees nor third parties may use EUG or its resources for such purposes.
  3. Political activities and support for candidates comprise membership and any and all advantages or donations, including in cash or in kind, for political organisations or parties, or persons engaged in local or nationwide electoral campaign.
  4. Sponsorship by EUG does not cover directly or indirectly Public Officers or Persons Performing Public Functions.
  5. A sponsorship agreement must contain a clause enabling EUG to monitor the expenditures of the sponsored entity and the right of inspection of documentation regarding the performance of the given agreement (the right of audit).
  6. In the sponsorship agreement, the sponsor (a EUG company) will guarantee for itself: 
    • a possibility of ceasing the financing of the sponsored activities immediately in case of a reasonable suspicion of a breach of law within the scope covered by the agreement,
    • the right to terminate the agreement in case of a conflict of interest or Corruption,
    • the right to demand refund of all payments made in relation to the performance of the sponsorship agreement in case of a reasonable suspicion of beach of law by the sponsored entity. 
  7. The Company’s sponsorship activities must not relate to any business relationship between the sponsored entity and EUG, in particular to conclusion of another commercial transaction.
  8. Monetary donations should be transferred in a non-cash form only, via a transfer to a bank account owned by the donation recipient.

§ 6. Avoiding conflict of interest 

  1. No decision made on behalf of EUG may be interfered by an actual or implied conflict of interest. Such conflicts may arise in particular where the tasks performed in the course of work at EUG by EUG’s Employee or a third party acting for or on behalf of EUG potentially or actually infringe their personal interests, e.g., financial or family interests.
  2. Before taking such actions or after becoming aware of the conflict of interest, such persons must notify the same to the Compliance Officer in writing and refrain from any actions until they obtain explicit consent, possibility subject to meeting specific conditions. If the conflict situation pertains to the Management or senior management staff, the authorisation may be given after formal consultations with the Compliance Officer only. 
  3. In situations justifying special confidentiality (including but not limited to issues regarding private life) the person affected by the conflict of interest may consult directly the Compliance Officer. EUG undertakes to investigate the case on a strictly confidential basis and to assist in order to solve the conflict situation, limiting as far as possible the detriment to the interest of EUG and of the persons affected by the situation.

§ 7. Accounting and financial control rules 

  1. The accounting and financial control standards and procedures applied by EUG are aimed at preventing use of books, records and accounts to conceal illicit acts, including but not limited to Corruption. To this end, the purpose of all payments or advantages given on behalf of the Group must be lawful and specific and they must be made to actual and known beneficiaries, in compliance with:
    • international laws regarding sanctions, embargo, counteracting money laundering and terrorism financing,  
    • delegation of decision-making powers and banking powers issued in accordance with EUG’s procedures,  
    • methods of approving orders, deliveries and payments and accounting methods described in the Group’s procurement procedures.  
  2. It is prohibited to make any undocumented payments, namely payments not recognised in the accounting system, or any payments indicating a false purpose or a false beneficiary or whose real purpose or beneficiary is not clearly specified. Given this rule, cash payments and payments made in cash equivalents (precious metals, securities, shares, etc.) are also prohibited, except for exceptional local situations approved by the Finance Department and Legal Department of EUG.
  3. Every person making a payment should make sure that the beneficiary complies with applicable provisions of law, and that terms of settlements applied by the Group must not be used to circumvent the same. Unless the finance department and the legal department decide otherwise, all payments must be made in the country in which the service provider has its actual registered office or where the service provider performs services. 

§ 8. Persons Performing a Public Function 

  1. Employees are obliged to inform the Compliance Officer immediately in case of a change regarding their status of a Person currently or formerly Performing a Public Function or their close persons, if performing such a function has or may have measurable impact on the operations of EUG, namely be related with actual performance of a given work or service for EUG or may be a tool of providing directly or indirectly  improper advantages for Persons Performing a Public Function in relation to the operations of EUG. 
  2. After having analysed the information gathered, the Compliance Officer shall take a decision as to the assessment of the impact of potential risks on the operations conducted by EUG. The Compliance Officer may also take their own verification measures in case of regarding the information gathered as not sufficient to take a decision.  
  3. EUG companies which employ persons currently or formerly performing a public function or their close persons shall exercise special care in enforcing and storing deliverables from those persons (including  materials, analysis, works and reports prepared) so that to enable constant ongoing verification of their actual performance of the entrusted tasks. Remuneration due to such persons may be paid by bank transfer only.

§ 9. Intermediates  

  1. Using the services of intermediates in an area in which contacts with public or local administration are required (including services of consultants actually intermediating in such contacts) for EUG companies requires special prudence of the EUG Employees concluding such contracts in terms of anti-corruption regulations.  
  2. Such services may be instructed only to those entities which: 
    • have impeccable reputation in terms of business ethics;
    • are not personally or formally related to Persons Performing a Public Function or their close persons, including that such persons are no members of authorities of the given entity, are not its shareholders and are not employed with the given entity on a full- or part-time basis and in any position;
    • have familiarised themselves and undertake to comply with procedures applied by EUG, including the Anti-corruption Policy and furthermore declare that no part of the consideration paid by EUG will be used to pay costs of providing financial advantages or personal advantages to persons performing a public function.
  3. Before commencing cooperation with an intermediary interacting with Persons Performing Public Functions, the Compliance Officer shall verify publicly available information about the intermediary in order to identify potential compliance or reputation risks. After having analysed the information gathered, the Compliance Officer shall take a decision as to entering into cooperation with the intermediary.
  4. EUG’s Employees should pay attention and inform the Compliance Officer promptly about circumstances suggesting any intermediaries’ conduct which is unethical or contrary to the EUG’s rules. After having become aware of the same, the Compliance Officer shall immediately take investigation aimed at verifying the said circumstances and taking a decision as to continuation of the cooperation with the intermediary.
  5. W umowie z pośrednikiem powinny zostać zawarte w szczególności następujące postanowienia, dostosowane według potrzeb do natury danej umowy: 
    • [The Intermediary] represents that none of [shareholders / members of the management board / members of the supervisory board / employees / permanent associates] [of the Intermediary] is a person performing a public function in the meaning of Article 115 § 19 of the Act dated 6 June 1997 – the Criminal Code (Journal of Laws of 2022, item 1138) or their close persons, and undertakes to inform [EUG] immediately about relations to such persons arising after the date of concluding the agreement. 
    • [The Intermediary] represents that [the Intermediary] has familiarised themselves with the internal anti-corruption regulations of [EUG], including but not limited to this Anti-corruption Policy, and undertakes to observe the same in order to carry out the tasks under this agreement.  
    • [The Intermediary] represents that [the Intermediary] shall carry out the tasks under this agreement in compliance with the provisions of applicable law, including but not limited to generally applicable anti-corruption regulations contained in the Act dated 6 June 1997 – the Criminal Code (Journal of Laws of 2022, item 1138) and other as applicable for each jurisdiction in which [the Intermediary] performs their tasks.
    • [The Intermediary] represents that no part of the consideration provided for in [§ …] of the agreement shall be assigned, even partially, to pay costs of providing Financial Advantages and Personal Advantages to Persons Performing a Public Function or their close persons.
    • [The Intermediary] undertakes to carry out the tasks under the agreement personally. Instructing the specific tasks to [a third party / a subcontractor] shall require prior written consent from [EUG].  
    • [EUG] reserves the right to terminate this agreement for reasons attributable to [the Intermediary] in the event of becoming aware that:   
      • while performing the instructed tasks [the Intermediary] acts contrary to provisions of generally applicable provisions of law or internal regulations of [EUG] listed in [§ …] of the agreement;  
      • among [shareholders / members of the management board / members of the supervisory board / employees / permanent associates] of [the Intermediary] there is a Person Performing a Public Function or their close person;  
      • [the Intermediary] instructed the performance of the tasks under the agreement to [a third party / a sub-contractor] without prior written consent from [EUG].
  6. In order to maintain the highest transparency, settlements with intermediaries shall be made on the basis of detailed lists of tasks performed by the intermediary, while the consideration due to the intermediary may be paid by bank transfer only.

§ 10. No retaliation

  1. EUG does not apply or accept any retaliation addressed against persons reporting in good faith breaches of the Anti-corruption Policy.
  2. It is prohibited to take any measures which would be of hostile nature towards whistle-blowers reporting a breach of provisions of law, the Anti-corruption Policy or other applicable regulations.  
  3. Retaliation means any adverse conduct address against a good-faith whistle-blower. Unacceptable retaliation includes but is not limited to job degradation (transfer to a lower position, transfer to another position), terminating the employment relationship, reducing the salary. Any and all forms of verbal aggression against Employees and associates reporting breaches of the Anti-corruption Policy are prohibited. Persons who take any retaliatory measures will bear disciplinary liability including termination of the legal relationship between the EUG company and such a person.
  4. Any person who believes they are a victim of retaliation or is aware of a person at EUG against whom retaliatory measures are taken in relation to having reported a breach of the Anti-corruption Policy, should report such a situation to the Compliance Officer.
  5. EUG shall not hold any whistle-blower of a breach of the Anti-corruption Policy responsible if the report has been submitted in good faith, while the reliability and accuracy of reports shall be verified to eliminate retaliation. 

§ 11. Sanctions for non-compliance with the Anti-corruption Policy 

  1. Disciplinary sanctions pursuant to the provisions of the Labour Code or the Work Regulations applied by EU may be imposed on Employees who do not comply with the provisions of the Anti-corruption Policy. A breach of the Anti-corruption Policy may also constitute grounds to terminate the employment contract or the civil-law contract constituting grounds of cooperation with EUG by notice or without notice (with immediate effect).
  2. Conduct not complying with the provisions of the Anti-corruption Policy may result in a breach of generally applicable provisions of law. Such breaches may result inter alia, in (i) criminal-law (ii) civil-law or (iii) administrative-law sanctions being imposed on a EUG company and EUG’s Employees, as well as (iv) result in damage to the reputation of EUG. To the extent allowable by generally applicable provisions of law, EUG reserves the right to claim from the person in breach of the provisions of the Anti-corruption Policy or provisions of law the reimbursement of any and all penalties, fines, etc. resulting from that person’s breach of the provisions of the Anti-corruption Policy or provisions of law.

§ 12. Warning signs 

  1. The non-exhaustive list of warning signs which may indicate a Corruption risk is presented below: 
    • requesting uncustomary methods of payment, e.g., large amounts to be paid in cash or payment of consideration to a third party, or uncustomary payment schemes (e.g., transfer to another entity or another country),
    • no objective reason to use the services of the given Business Partner,
    • the selected Business Partner does not have the relevant skills, resources, experience required for the declared scope of cooperation,
    • the Business Partner’s unwillingness to conclude an agreement in writing,
    • negative reputation of a Business Partner, including especially prior participation or suspected participation in Corruption, or other premises demonstrating unreliable conduct of the Business Partner,
    • frequent or disproportionate manifestations of hospitality towards an Employee. 
  2. Apart of the situations described above, an Employee should also pay attention to any and all other warning signs basing, inter alia, on the Employee’s experience, in order to identify situations which may potentially lead to Corruption.
  3. Should any warning sign occur, the Employee is obliged to report the same to the Compliance Officer or the President of the Management Board in accordance with § 3.6 and § 3.7 of the Anti-corruption Policy.
  4. In the event of a wish to enter into cooperation with a new Business Partner about whom EUG has little information and is not able to obtain such information despite exercising due care, the Employee is obliged to notify the same to the Superior or the Compliance Officer who – in justified cases – will recommend conducting due diligence in respect of such a Business Partner. This does not apply to situations where the value of the contract to be concluded with the Business Partner does not exceed PLN 200,000 net or an equivalent of that amount. 
  5. If a negative opinion about a Business Partner is obtained in any manner whatsoever in the course of cooperation with such a Business Partner, the Employee is obliged to notify the same to the Superior or the Compliance Officer who – in justified cases – will recommended the Superior to conduct due diligence in respect of such a Business Partner. A negative outcome of the due diligence should constitute contractual basis to terminate the cooperation with such a Business Partner. 

§ 13. Final provisions 

  1. The Compliance Officer should seek to increase the Employees’ awareness with regard to counteracting Corruption, including providing training for Employees, while Employees should participate in such training.
  2. Should any doubts as to the interpretation of the provisions of the Anti-corruption Policy arise, the Employee is obliged to clarify the doubts with the Compliance Officer.
  3. The Anti-corruption Policy is subject to review and – where applicable – updating by the Compliance Officer at least once in 2 years. 
  4. An Employee is obliged to sign a declaration that the Employee has familiarised themselves with the Anti-corruption Policy and to submit the declaration to the head of the HR Department or the Superior to be placed on the employee’s personnel files, within 14 days from the date the Anti-corruption comes into force or the date the Employee commences cooperation with EUG.  
  5. The Anti-corruption Policy shall be communicated to Employees in accordance with internal rules – by placing the same on the Sharepoint platform – and shall come into force 14 days after it is communicated to employees as specified in this paragraph.