Compliance-
policy

GDP activities are based on the principles of business ethics and the observation of all effective laws and regulations, guidelines and industry-specific rules. GDP maintains the highest standards of business ethics and principles of economic, social and environmental accountability, and extends these expectations to third parties.

Our key values:

  • transparent and good-faith relations with authorities, legal entities and natural persons
  • financial transparency of activities
  • fair competition and compliance with all effective laws on competition
  • business development based on the principle of social responsibility
  • building long-term relationships with employees based on mutual respect and mutual commitments
  • strengthening the Company’s image and goodwill

The Company fiercely rejects any forms of bribery and corruption.

If you become aware of any cases contradicting the compliance policy, please report them to us at:

tormozov.m.yu@gdpgroup.ru
GDP LLC REGULATION ON COMPLIANCE WITH ANTI-CORRUPTION AND ANTITRUST LAWS
Moscow, 2019
GOOD DISTRIBUTION PARTNERS Limited Liability Company (GDP LLC)
1. CONCEPT, PURPOSES AND OBJECTIVES OF THE REGULATION ON COMPLIANCE WITH ANTI-CORRUPTION AND ANTITRUST LAWS
1.1. The Regulation on Compliance with Anti-Corruption and Antitrust Laws of GDP LLC (hereinafter – the Company) is a set of interrelated principles, procedures and particular measures aimed at preventing corruption and violations of antitrust laws in the Company’s activities.
1.2. The Regulation on Compliance with Anti-Corruption and Antitrust Laws (hereinafter – the Regulation) was drafted in accordance with the Constitution of the Russian Federation, Article 13.3 of Federal Law No. 273-FZ dated 25.12.2008 “On Counteracting Corruption”, Federal Law No. 135-FZ dated 26.07.2006 “On Protection of Competition”, Decree No. 378 dated 29.06.2018 of the President of the Russian Federation “On Anti-Corruption National Plan for 2018–2020”. The Regulation is aimed to express the Company’s commitment to the principles of legality and transparency in doing business.
1.3. The Regulation purposes and objectives are as follows:
– developing a unified approach to organization of work on corruption prevention, and expressing the Company’s commitment to high ethical standards of conducting open and honest business;
– outlining fundamental principles and rules aimed at preventing violations of antitrust and anti-corruption laws;
– ensuring that employees are aware of the general requirements of antitrust and anti-corruption laws, and their responsibility for violation thereof;
– developing and implementing full range of actions to prevent, eliminate (minimize) the causes of corruption;
– establishing the employees’ duty to know and comply with the principles and requirements of this Regulation, key provisions of applicable antitrust and anti-corruption laws;
– providing methodological support for the development and implementation of actions aimed at preventing and counteracting corruption and violations of antitrust laws in the company;
– appointing the company officials responsible for the Regulation implementation.
2. TERMS AND DEFINITIONS
2.1. The following terms and definitions are used in this Regulation:
Regulation on Compliance with Anti-Corruption and Antimonopoly Laws – a document approved in accordance with the established procedure, defining a set of interconnected principles, procedures, and particular actions aimed at preventing corruption and violation of antitrust laws in the Company’s activities;
affiliates – individuals and legal entities capable of influencing the Company’s activities;
bribe – receipt by an official, a foreign official or an official of a public international organization, personally or through an intermediary, of money, securities, other property, or illegal provision of property services to him/her, granting other property rights for committing actions (omission) in favor of the bribe-taker or persons represented by him/her, if such actions (omission) are part of the official’s powers or if by virtue of his/her official position he/she can contribute to such actions (omission), as well as for general protection or connivance;
Anti-Corruption Law – Federal Law No. 273-FZ dated 25.12.2008 “On Counteracting Corruption”;
anti-corruption laws – Federal Law No. 273-FZ dated 25.12.2008 “On Counteracting Corruption”, other federal laws, regulations of the President of the Russian Federation, regulations of the Government of the Russian Federation, regulations of other federal state authorities, regulations of state authorities of Moscow, and municipal legal acts;
commission – an anti-corruption commission;
commercial bribery – illegal transfer of money, securities, other property to a person performing managerial functions in a business or other organization, provision of property services to him/her, provision of other property rights for committing actions (omission) in the interests of the bribe-taker due to his/her official position;
conflict of interest – a situation when personal interest (direct or indirect) of a person holding an office which provides for the obligation to take measures to prevent and resolve conflict of interest affects or may affect proper, objective and impartial performance of his/her official (job) duties (authority);
counterparty – any Russian or foreign legal entity or natural person with whom a company enters into contractual relations, except for labor relations;
corruption – abuse of official position, giving a bribe, taking a bribe, abuse of authority, commercial bribery, or other unlawful use by an individual of his/her official position contrary to legitimate interests of the company and the country in order to obtain benefits in the form of money, valuables, other property or services of property nature, other property rights for him/her or for third parties, or illegal provision of such benefit to such person by other natural persons. Corruption shall also mean the said actions committed on behalf of or in the interest of a legal entity;
personal interest of an employee (representative of the Company) – a possibility of obtaining income in the form of money, other property, including property rights, services of property nature, results of performed works or any benefits (advantages) by an employee and (or) persons closely related to him/her (parents, spouses, children, brothers, sisters, as well as brothers, sisters, parents, children of spouses and spouses of children), by citizens or organizations with whom the employee and (or) persons closely related to him/her are related by property, corporate or other close relations;
official website – a website of the company containing information about the company business, email, which includes a domain name the rights to which are owned by the company;
anti-corruption plan – a document to be approved by the Director General of the Company establishing a list of measures to be implemented, sequence thereof, deadlines, responsible persons, and expected results, developed on the basis of a standard anti-corruption plan;
corruption prevention – the Company’s activities aimed at introducing elements of corporate culture, organizational structure, rules and procedures regulated by local regulations of the organization, ensuring prevention of corruption offenses, including identification and subsequent elimination of the causes of corruption;
countering corruption – activities of federal state authorities, state authorities of constituent entities of the Russian Federation, local self-government bodies, civic institutions, organizations and individuals, within their powers, aimed at:
a) prevention of corruption, including identification and subsequent elimination of the causes of corruption (corruption prevention);
b) detection, prevention, suppression, investigation of corruption offences (fight against corruption);
c) minimizing and (or) eliminating consequences of corruption offenses;
public official – 1) government or municipal official; 2) any appointed or elected person holding any position in the legislative, executive, administrative or judicial body of the state on a permanent or temporary basis, for a fee or at no charge, regardless of the level of the position of this person; 3) healthcare professional; 4) any other person performing any public (state) function, including for a public (state) department or public enterprise, or providing any public (state) service;
employee – an individual who has entered into labor relations with the Company;
government official – a citizen of the Russian Federation who has assumed obligations to perform civil service. A government official carries out professional official activities in civil service position in accordance with the order on appointment to a position and with an official contract and receives pay and allowances at the expense of the federal budget or the budget of a constituent entity of the Russian Federation;
Director General – an individual who, in accordance with Federal Law N 14-FZ dated 08.02.1998 “On Limited Liability Companies”, the Labor Code of the Russian Federation, other federal laws and other regulations of the Russian Federation, constituent documents of the Company and local regulations, exercises management of the Company, and performs functions of its sole executive body.
3. PRINCIPLES OF WORK ON CORRUPTION PREVENTION IN THE COMPANY
3.1. The term Anti-Corruption Laws refers to Federal Law of the Russian Federation No. 273-FZ “On Counteracting Corruption”, federal regulations (federal constitutional laws, federal laws, regulations of the President of the Russian Federation, regulations of the Government of the Russian Federation, regulations of federal executive bodies and other federal bodies); laws and other regulations of public authorities of constituent entities of the Russian Federation; municipal legal acts.
3.2. This Regulation of the Company is based on the following fundamental principles:
– Compliance of the implemented anti-corruption measures with the Constitution of the Russian Federation, international treaties made by the Russian Federation, anti-corruption laws, and other regulations applicable to the Company.
– Principle of ‘tone at the top’. The key role of the Company’s top managers is aimed at generation of the culture of intolerance to corruption and creation of an in-house system of corruption prevention.
– Principle of employee engagement. The Company employees shall be aware of the anti-corruption laws provisions and shall take active part in the formulation and implementation of anti-corruption standards and procedures.
– Principle of balance between anti-corruption procedures and the corruption risk. Development and implementation of a set of measures to reduce probability of involvement of the Company, its managers and employees in corruption activities is carried out taking into account the corruption risks existing in the Company’s activities.
– Principle of anti-corruption procedures efficiency. Implementation of the low-cost anti-corruption measures in the Company ensure simplicity of implementation and bring a significant result.
– Principle of responsibility and unavoidability of punishment.
This implies unavoidability of punishment for managers and employees of the Company regardless of their position, length of service, and other conditions in case they commit corruption offenses due to performance of labor duties, as well as personal responsibility of the Director General of the Company for the Regulation implementation.
– Principle of openness of economic and other activities. This implies informing counterparties, partners, and the public about anti-corruption standards and procedures adopted in the company.
– Principle of ongoing control and regular monitoring. This implies regular monitoring of efficiency of the implemented anti-corruption standards and procedures.
4. PRINCIPLES OF COMPLIANCE WITH ANTITRUST LAWS
4.1. Antitrust laws mean the system of statutory regulations consisting of Federal law of the Russian Federation No. 135-FZ dated 26.07.2006 “On Protection of Competition”, other federal laws, decrees of the Russian Federation Government, regulations of the Federal Antimonopoly Service governing the relations implying protection of the competition, prevention and suppression of monopolistic activities and unfair competition, including the international treaties of the Russian Federation.
4.2. Antitrust laws are intended to protect competition, maintain a competitive environment in the global market system, and enable efficient functioning of commodity markets.
4.3. Antitrust laws apply to relations that imply protection of competition, including prevention and suppression of monopolistic activities and unfair competition, and the relations of both Russian and foreign legal entities, as well as federal executive bodies, local self-government bodies, other bodies or organizations, as well as state extrabudgetary funds, the Central Bank of the Russian Federation, individuals, including individual entrepreneurs.
4.4. Antitrust laws also apply to agreements reached outside the territory of the Russian Federation between Russian and (or) foreign persons or legal entities, as well as to their actions, if such agreements or actions affect competition in the territory of the Russian Federation.
5. BASIC PRINCIPLES OF WORK ON CORRUPTION PREVENTION IN THE COMPANY
5.1. The Company’s Anti-Corruption Policy is based on the following basic principles:
5.1.1. Principle of compliance of the Anti-Corruption Policy with applicable laws and agreed standards of law.
This implies compliance of the implemented anti-corruption measures with the Constitution of the Russian Federation, international treaties made by the Russian Federation, anti-corruption laws, and other regulations applicable to the Company.
5.1.2. Principle of ‘tone at the top’.
The key role of the Company’s top managers is aimed at generation of the culture of intolerance to corruption and creation of an in-house system of corruption prevention.
5.1.3. Principle of employee engagement.
The Company employees shall be aware of the anti-corruption laws provisions and shall take active part in the formulation and implementation of anti-corruption standards and procedures.
5.1.4. Principle of balance between anti-corruption procedures and the corruption risk.
Development and implementation of a set of measures to reduce probability of involvement of the Company, its managers and employees in corruption activities is carried out taking into account the corruption risks existing in the Company’s activities.
5.1.5. Principle of anti-corruption procedures efficiency.
Implementation of the low-cost anti-corruption measures in the Company ensure simplicity of implementation and bring a significant result.
5.1.6. Principle of responsibility and unavoidability of punishment.
This implies unavoidability of punishment for managers and employees of the Company regardless of their position, length of service, and other conditions in case they commit corruption offenses due to performance of labor duties, as well as personal responsibility of the Director General of the Company for the Anti-Corruption Policy implementation.
5.1.7. Principle of openness of economic and other activities.
This implies informing counterparties, partners, and the public about anti-corruption standards and procedures adopted in the company.
5.1.8. Principle of ongoing control and regular monitoring.
This implies regular monitoring of efficiency of the implemented anti-corruption standards and procedures.
5.1.9. In performing their job duties, the Company employees shall do, inter alia, the following:
– comply with the federal law on competition protection (Federal Law No. 135-FZ) and other federal laws, decrees of the Government of the Russian Federation, regulations of the federal antimonopoly authority, rules of the international treaty of the Russian Federation;
– abstain from actions that restrict trade or prevent competitors from entering the market;
– not to enter into formal and informal agreements (oral or written) with competitors on price policy, value, production, volumes, geography of markets, conduct at procurement (bidding), refusal to cooperate or cessation of sale of goods; on dividing markets by territory, type of buyers or sellers; on establishing barriers to entry or exit from the commodity market;
– not to use anyone in their interests by making dishonest transactions, such as handling information or hiding the truth;
– not to make false or misleading statements about competitors and not to provoke suppliers or customers to terminate contracts with competitors under the guise of aggressive competition.
6. SCOPE OF THE REGULATION AND THE PERSONS FALLING WITHIN THE AMBIT THEREOF
6.1. The persons falling within the ambit of the Anti-Corruption Policy are the Director General and employees of the Company, regardless of their positions and the functions performed.
7. COMPANY OFFICIALS RESPONSIBLE FOR THE REGULATION IMPLEMENTATION AND THE COLLEGIATE BODIES TO BE ESTABLISHED
7.1. The Director General of the Company is responsible for arranging all the activities aimed at preventing corruption in the company.
7.2. The Director General shall appoint one or several persons being responsible for the Anti-Corruption Policy implementation within the limits of their powers, based on the established tasks, specifics of the Company business, staffing level, organizational structure.
7.3. Main responsibilities of the person(s) responsible for the Anti-Corruption Policy implementation:
– preparation of recommendations for decision-making on corruption prevention in the Company;
– preparation of proposals aimed at eliminating the causes and conditions that give rise to the corruption risk in the Company;
– compilation of draft local regulations aimed at the implementation of measures to prevent corruption, and submission thereof to the head of the Company for approval;
– arrangement of corruption risk assessment;
– reception and consideration of reports on cases of inducement of employees to commit corruption offenses in the interests or on behalf of other entity, as well as on cases of commission of corruption offenses by employees or other persons;
– organization of measures to prevent and combat corruption;
– organization of measures on anti-corruption training of employees;
– providing individual consultations to employees;
– participation in the organization of anti-corruption propaganda;
– assessment of the results of work on corruption prevention in the Company and preparation of the relevant reports for the Director General.
7.4. To identify the causes and conditions conducive to the emergence and spread of corruption; develop and implement a system of measures aimed at preventing and eliminating the conditions that give rise to, provoke and support corruption of all kinds; improve efficiency of the Company performance by reducing corruption risks; a collegiate body shall be established in the Company – a commission on anti-corruption.
7.5. The objectives, procedure for the establishment, proceedings and powers of the anti-corruption commission are defined in the Company Regulation on Anti-Corruption Commission (Appendix 1 hereto).
8. RESPONSIBILITIES OF EMPLOYEES RELATED TO CORRUPTION PREVENTION
8.1. The Director General and employees, regardless of their position, length of service in the Company and due to performance of their labor duties assigned to them by the employment contract, shall:
– be guided by the provisions of this Policy and strictly comply with its principles and requirements;
– abstain from committing and (or) participating in corruption offences in the interests or on behalf of the Company;
– abstain from the conduct that may be interpreted by others as willingness to commit or participate in commission of a corruption offence in the interest or on behalf of the Company;
– immediately inform the direct manager, the person responsible for the Regulation implementation, and (or) the Director General about cases of inducement of an employee to commit corruption offenses;
– immediately inform the direct manager, the person responsible for the Regulation implementation, and (or) the Director General about the information that has become known to the employee about cases of corruption offenses committed by other employees;
– inform the direct manager or the person responsible for the Anti-Corruption Policy implementation about the possibility of a conflict of interest with the employee involvement therein.
9. ACTIONS ON CORRUPTION PREVENTION
9.1. The Company develops and implements adequate procedures to prevent corruption that reasonably meet the identified risks, and monitors implementation thereof.
9.2. The Company carries out awareness-raising activities.
9.3. The Company welcomes and encourages compliance with the principles and requirements of this Policy by all counterparties, its employees, and other persons. The Company promotes the level of anti-corruption culture through information and systematic training of employees in order to maintain their awareness of the Company’s anti-corruption policy.
9.4. The Company requires its employees to comply with the Regulation on Compliance with Anti-Corruption and Antitrust Laws, informing them about the key principles, requirements, and sanctions for violations. All employees of the Company shall be guided by the Regulation and strictly observe its principles and requirements.
9.5. Each employee of the Company shall sign an obligation to comply with the principles and requirements of the Company Regulation on Compliance with Anti-Corruption and Antitrust Laws, and the provisions of anti-corruption laws, when concluding an employment contract.
The Company has the right to conduct official inspections regarding each reasonable suspicion or established fact of corruption to the extent permitted by law.
9.6. The Company performs work to prevent corruption in accordance with the Anti-Corruption Plan to be approved subject to the established procedure.
10. 10. IMPLEMENTATION OF STANDARDS OF CONDUCT FOR THE COMPANY EMPLOYEES
In order to introduce anti-corruption standards of employee conduct, the Company has established general rules and principles of employees conduct regarding ethics of business relations and aimed at formation of ethical, conscientious behavior of employees and the Company as a whole.
11. CONFERENCES AND GRANTS
11.1. The Company has the right to involve healthcare professionals, except for pharmaceutical professionals and heads of pharmacy organizations, in order to provide scientific and educational services, as well as in clinical research of medicines, and pay them a fee for the provision of these services.
11.2. Costs related to organizing conferences or paying monetary fees and grants that may result in a health professional receiving any payment shall meet the following criteria:
– execution of a written agreement describing the content of the services provided and the terms of payment;
– the fee for the services shall be reasonable and correspond to fair market value;
– reasonable need for the service;
– execution of a service agreement shall not directly or indirectly impose obligations on the health professional related to making recommendations and prescribing pharmaceutical products;
– it is prohibited to use hotels or facilities which in the public eye are associated with luxury or exclusivity, regardless of their class;
– catering is allowed within reasonable limits;
– as for trips of health professionals not exceeding four hours in the daytime, economic class air tickets shall be purchased;
– any expenses of accompanying persons shall not be reimbursed.
11.3. It is possible to pay or reimburse the expenses of health professionals directly related to the services provided, including expenses related to payment of the registration fee, and other expenses related to health professionals’ participation in specialized sectoral events, travel to the place of the service provision, accommodation and meals.
11.4. In order to develop medical science and practice, the Company has the right to provide grants.
12. IDENTIFICATION AND SETTLEMENT OF CONFLICTS OF INTEREST
12.1. The Company’s conflict of interest settlement work is based on the following principles:
– obligation to disclose information about a possible or arising conflict of interest;
– individual review and assessment of reputational risks for the Company when identifying each conflict of interest and settlement thereof;
– confidentiality of the conflict of interest disclosure and settlement process;
– maintaining the balance of interests of the Company and the employee in the settlement of conflicts of interest;
– protection of the employee against prosecution due to his/her reporting of a conflict of interest which was promptly disclosed by the employee and settled (prevented) by the Company.
12.2. An employee shall take measures to prevent any possibility of a conflict of interest.
12.3. Information received as part of the notification of a conflict of interest or the possibility of occurrence thereof shall be checked by the authorized official in order to assess significance of risks arising for the Company and choose the most appropriate form of conflict of interest settlement.
12.4. Employees’ obligations to prevent the possibility of a conflict of interest, the procedure for preventing and (or) resolving conflicts of interest in the Company are established by the Company Regulation on Conflict of Interest (Appendix 2 hereto).
12.5. The Company undertakes to consider confidentially the information received as part of the notification of a conflict of interest or the possibility of occurrence thereof.
13. ACTIONS ON CORRUPTION PREVENTION WHEN INTERACTING WITH COUNTERPARTIES
13.1. Work to prevent corruption when interacting with counterparties is carried out in the following areas:
13.1.1. Establishing and maintaining business (economic) relations with those counterparties who conduct business (economic) relations on a fair and honest basis, take care of their own reputation, demonstrate support for high ethical standards in conducting economic activities, implement their own anti-corruption measures, and participate in collective anti-corruption initiatives.
13.1.2. Introducing special procedures for checking counterparties in order to reduce the risk of the Company involvement in corruption activities and other unfair practices in the course of relations with counterparties (collection and analysis of publicly available information about potential counterparties: their reputation in business society, duration of work in the market, participation in corruption-related scandals, etc.).
13.1.3. Providing the counterparties with the programs, policies, standards of conduct, procedures and rules aimed at preventing and counteracting corruption, which are applied in the Company, including checking that they have their own anti-corruption procedures or policies.
13.1.4. Posting on the Company’s official website the information on the actions taken in the Company to prevent corruption.
14. ASSESSMENT OF THE COMPANY’S CORRUPTION RISKS
14.1. The purpose of the Company’s corruption risk assessment is:
– ensuring compliance of the implemented actions to prevent corruption with the specifics of the Company’s activities;
– rational use of the resources for corruption prevention;
– identification of the Company’s particular processes and economic operations in performing which it is highly likely that the Company employees may commit corruption offenses and crimes, both for obtaining personal gain and the Company’s benefits.
14.2. Corruption risks of the Company are assessed annually in accordance with the methodological recommendations for assessing corruption risks arising in the implementation of functions developed by the Ministry of Labor and Social Development of the Russian Federation, taking into account the specifics of the company activities.
15. ANTI-CORRUPTION TRAINING OF EMPLOYEES
15.1. In order to create an anti-corruption mindset, intolerance to corrupt behavior, increase in the level of legal awareness and legal culture of employees in the Company on a planned basis through anti-corruption education, anti-corruption propaganda, and anti-corruption consulting, anti-corruption training is carried out.
15.2. Anti-corruption education of employees is carried out at the expense of the Company in the form of training (retraining) and advanced training of employees responsible for the implementation of the Regulation on Compliance with Anti-Corruption and Antitrust Laws.
15.3. Anti-corruption propaganda is carried out through the media, outdoor advertising, and other means in order to create intolerance to corrupt behavior among employees, to instill in them a sense of civil responsibility.
15.4. Anti-corruption consulting is carried out individually by the persons responsible for the implementation of the Regulation on Compliance with Anti-Corruption and Antitrust Laws in the Company. Consulting on private issues of anti-corruption and conflict of interest is provided confidentially.
16. INTERNAL CONTROL AND AUDIT
16.1. Internal control of economic operations pursuant to Federal Law No. 402-FZ dated 06.12.2011 “On Accounting” promotes prevention and identification of corruption offenses in the Company.
16.2. In order to implement measures to prevent corruption internal control and audit are to ensure reliability of financial (accounting) statements and ensure compliance of business with the requirements of statutory regulations and local regulations of the Company.
16.3. Requirements of the Regulation on Compliance with Anti-Corruption and Antitrust Laws, taken into account in the establishment of the Company’s internal control and audit system, are as follows:
– verification of compliance with various organizational procedures and rules of operation that are relevant for corruption prevention;
– control over documentation of the Company’s business operations;
– checking economic validity of the transactions performed in the areas of corruption risk.
16.4. Control over documentation of business operations is primarily related to the obligation to maintain bookkeeping and compile financial (accounting) statements of the Company and is aimed at preventing and detecting respective violations: making informal reports, using forged documents, recording non-existent expenses, absence of primary accounting documents, making corrections to the documents and reports, destruction of documents and reports before the established deadline, etc.
16.5. Checking economic validity of the transactions in the areas of corruption risk is carried out in relation to the exchange of business gifts, hospitality expenses, charitable donations, remuneration to external consultants, taking into account the circumstances – indicators of illegal actions, for example:
– paying for services which nature is not clear or questionable;
– providing expensive gifts, paying for transport, entertainment services, issuing loans on preferential terms, providing other valuables or benefits to external consultants, public or municipal officials, employees of affiliates and counterparties;
– payment to the intermediary or external consultant of remuneration exceeding a fee usually payable by the Company or a fee usually paid for this type of services;
– purchases or sales at prices that significantly differ from market prices;
– dubious payments in cash.
17. COOPERATION WITH REGULATORS AND LAW ENFORCEMENT AGENCIES IN THE FIELD OF ANTI-CORRUPTION
17.1. Cooperation with regulators and law enforcement agencies is an important indicator of the Company’s true commitment to declared anti-corruption standards of conduct.
17.2. The Company undertakes to refrain from any sanctions against employees who have reported to the regulator and law enforcement agencies the information that has become known to them during performance of their job duties about preparation for the commission, commission of, or committed corruption offense or crime.
17.3. Cooperation with regulators and law enforcement agencies shall be also carried out as:
– assisting authorized representatives of regulators and law enforcement agencies in conducting regulatory measures in respect of the Company regarding preventing and counteracting corruption;
– assisting authorized representatives of regulators and law enforcement agencies carrying out measures to suppress or investigate corruption crimes, including law enforcement intelligence operations.
17.4. The Company’s Director General and employees shall render support for law enforcement agencies in detecting and investigating corruption, take the necessary measures to preserve and transmit to law enforcement agencies the documents and information containing data on corruption offenses and crimes.
17.5. The Company’s Director General and employees shall not allow interference in the activities of officials of regulators and law enforcement agencies.
18. RESPONSIBILITY OF EMPLOYEES FOR NON-COMPLIANCE WITH THE ANTI-CORRUPTION POLICY REQUIREMENTS
18.1. The Company and its employees shall comply with anti-corruption laws.
18.2. The Company employees, regardless of their position, shall be liable in accordance with the established procedure, including within the framework of administrative and criminal laws of the Russian Federation, for non-compliance with the principles and requirements of this Regulation on Compliance with Anti-Corruption and Antitrust Laws.
19. PROCEDURE FOR REVISION AND MODIFICATION OF THE REGULATION ON COMPLIANCE WITH ANTI-CORRUPTION AND ANTITRUST LAWS
19.1. The Company regularly monitors efficiency of implementation of the Regulation on Compliance with Anti-Corruption and Antitrust Laws.
19.2. An official responsible for the implementation of the Regulation on Compliance with Anti-Corruption and Antitrust Laws shall annually prepare a report on the implementation of measures to prevent corruption in the Company, on the basis of which amendments and supplements may be made to the Regulation on Compliance with Anti-Corruption and Antitrust Laws.
19.3. The Regulation on Compliance with Anti-Corruption and Antitrust Laws may be revised in case of introduction of amended labor laws, anti-corruption laws, change in the legal status or organizational and staff structure of the company.
GDP LLC REGULATION ON COMPLIANCE WITH ANTI-CORRUPTION AND ANTITRUST LAWS
Moscow, 2019
GOOD DISTRIBUTION PARTNERS Limited Liability Company (GDP LLC)
1. CONCEPT, PURPOSES AND OBJECTIVES OF THE REGULATION ON COMPLIANCE WITH ANTI-CORRUPTION AND ANTITRUST LAWS
1.1. The Regulation on Compliance with Anti-Corruption and Antitrust Laws of GDP LLC (hereinafter – the Company) is a set of interrelated principles, procedures and particular measures aimed at preventing corruption and violations of antitrust laws in the Company’s activities.
1.2. The Regulation on Compliance with Anti-Corruption and Antitrust Laws (hereinafter – the Regulation) was drafted in accordance with the Constitution of the Russian Federation, Article 13.3 of Federal Law No. 273-FZ dated 25.12.2008 “On Counteracting Corruption”, Federal Law No. 135-FZ dated 26.07.2006 “On Protection of Competition”, Decree No. 378 dated 29.06.2018 of the President of the Russian Federation “On Anti-Corruption National Plan for 2018–2020”. The Regulation is aimed to express the Company’s commitment to the principles of legality and transparency in doing business.
1.3. The Regulation purposes and objectives are as follows:
– developing a unified approach to organization of work on corruption prevention, and expressing the Company’s commitment to high ethical standards of conducting open and honest business;
– outlining fundamental principles and rules aimed at preventing violations of antitrust and anti-corruption laws;
– ensuring that employees are aware of the general requirements of antitrust and anti-corruption laws, and their responsibility for violation thereof;
– developing and implementing full range of actions to prevent, eliminate (minimize) the causes of corruption;
– establishing the employees’ duty to know and comply with the principles and requirements of this Regulation, key provisions of applicable antitrust and anti-corruption laws;
– providing methodological support for the development and implementation of actions aimed at preventing and counteracting corruption and violations of antitrust laws in the company;
– appointing the company officials responsible for the Regulation implementation.
2. TERMS AND DEFINITIONS
2.1. The following terms and definitions are used in this Regulation:
Regulation on Compliance with Anti-Corruption and Antimonopoly Laws – a document approved in accordance with the established procedure, defining a set of interconnected principles, procedures, and particular actions aimed at preventing corruption and violation of antitrust laws in the Company’s activities;
affiliates – individuals and legal entities capable of influencing the Company’s activities;
bribe – receipt by an official, a foreign official or an official of a public international organization, personally or through an intermediary, of money, securities, other property, or illegal provision of property services to him/her, granting other property rights for committing actions (omission) in favor of the bribe-taker or persons represented by him/her, if such actions (omission) are part of the official’s powers or if by virtue of his/her official position he/she can contribute to such actions (omission), as well as for general protection or connivance;
Anti-Corruption Law – Federal Law No. 273-FZ dated 25.12.2008 “On Counteracting Corruption”;
anti-corruption laws – Federal Law No. 273-FZ dated 25.12.2008 “On Counteracting Corruption”, other federal laws, regulations of the President of the Russian Federation, regulations of the Government of the Russian Federation, regulations of other federal state authorities, regulations of state authorities of Moscow, and municipal legal acts;
commission – an anti-corruption commission;
commercial bribery – illegal transfer of money, securities, other property to a person performing managerial functions in a business or other organization, provision of property services to him/her, provision of other property rights for committing actions (omission) in the interests of the bribe-taker due to his/her official position;
conflict of interest – a situation when personal interest (direct or indirect) of a person holding an office which provides for the obligation to take measures to prevent and resolve conflict of interest affects or may affect proper, objective and impartial performance of his/her official (job) duties (authority);
counterparty – any Russian or foreign legal entity or natural person with whom a company enters into contractual relations, except for labor relations;
corruption – abuse of official position, giving a bribe, taking a bribe, abuse of authority, commercial bribery, or other unlawful use by an individual of his/her official position contrary to legitimate interests of the company and the country in order to obtain benefits in the form of money, valuables, other property or services of property nature, other property rights for him/her or for third parties, or illegal provision of such benefit to such person by other natural persons. Corruption shall also mean the said actions committed on behalf of or in the interest of a legal entity;
personal interest of an employee (representative of the Company) – a possibility of obtaining income in the form of money, other property, including property rights, services of property nature, results of performed works or any benefits (advantages) by an employee and (or) persons closely related to him/her (parents, spouses, children, brothers, sisters, as well as brothers, sisters, parents, children of spouses and spouses of children), by citizens or organizations with whom the employee and (or) persons closely related to him/her are related by property, corporate or other close relations;
official website – a website of the company containing information about the company business, email, which includes a domain name the rights to which are owned by the company;
anti-corruption plan – a document to be approved by the Director General of the Company establishing a list of measures to be implemented, sequence thereof, deadlines, responsible persons, and expected results, developed on the basis of a standard anti-corruption plan;
corruption prevention – the Company’s activities aimed at introducing elements of corporate culture, organizational structure, rules and procedures regulated by local regulations of the organization, ensuring prevention of corruption offenses, including identification and subsequent elimination of the causes of corruption;
countering corruption – activities of federal state authorities, state authorities of constituent entities of the Russian Federation, local self-government bodies, civic institutions, organizations and individuals, within their powers, aimed at:
a) prevention of corruption, including identification and subsequent elimination of the causes of corruption (corruption prevention);
b) detection, prevention, suppression, investigation of corruption offences (fight against corruption);
c) minimizing and (or) eliminating consequences of corruption offenses;
public official – 1) government or municipal official; 2) any appointed or elected person holding any position in the legislative, executive, administrative or judicial body of the state on a permanent or temporary basis, for a fee or at no charge, regardless of the level of the position of this person; 3) healthcare professional; 4) any other person performing any public (state) function, including for a public (state) department or public enterprise, or providing any public (state) service;
employee – an individual who has entered into labor relations with the Company;
government official – a citizen of the Russian Federation who has assumed obligations to perform civil service. A government official carries out professional official activities in civil service position in accordance with the order on appointment to a position and with an official contract and receives pay and allowances at the expense of the federal budget or the budget of a constituent entity of the Russian Federation;
Director General – an individual who, in accordance with Federal Law N 14-FZ dated 08.02.1998 “On Limited Liability Companies”, the Labor Code of the Russian Federation, other federal laws and other regulations of the Russian Federation, constituent documents of the Company and local regulations, exercises management of the Company, and performs functions of its sole executive body.
3. PRINCIPLES OF WORK ON CORRUPTION PREVENTION IN THE COMPANY
3.1. The term Anti-Corruption Laws refers to Federal Law of the Russian Federation No. 273-FZ “On Counteracting Corruption”, federal regulations (federal constitutional laws, federal laws, regulations of the President of the Russian Federation, regulations of the Government of the Russian Federation, regulations of federal executive bodies and other federal bodies); laws and other regulations of public authorities of constituent entities of the Russian Federation; municipal legal acts.
3.2. This Regulation of the Company is based on the following fundamental principles:
– Compliance of the implemented anti-corruption measures with the Constitution of the Russian Federation, international treaties made by the Russian Federation, anti-corruption laws, and other regulations applicable to the Company.
– Principle of ‘tone at the top’. The key role of the Company’s top managers is aimed at generation of the culture of intolerance to corruption and creation of an in-house system of corruption prevention.
– Principle of employee engagement. The Company employees shall be aware of the anti-corruption laws provisions and shall take active part in the formulation and implementation of anti-corruption standards and procedures.
– Principle of balance between anti-corruption procedures and the corruption risk. Development and implementation of a set of measures to reduce probability of involvement of the Company, its managers and employees in corruption activities is carried out taking into account the corruption risks existing in the Company’s activities.
– Principle of anti-corruption procedures efficiency. Implementation of the low-cost anti-corruption measures in the Company ensure simplicity of implementation and bring a significant result.
– Principle of responsibility and unavoidability of punishment.
This implies unavoidability of punishment for managers and employees of the Company regardless of their position, length of service, and other conditions in case they commit corruption offenses due to performance of labor duties, as well as personal responsibility of the Director General of the Company for the Regulation implementation.
– Principle of openness of economic and other activities. This implies informing counterparties, partners, and the public about anti-corruption standards and procedures adopted in the company.
– Principle of ongoing control and regular monitoring. This implies regular monitoring of efficiency of the implemented anti-corruption standards and procedures.
4. PRINCIPLES OF COMPLIANCE WITH ANTITRUST LAWS
4.1. Antitrust laws mean the system of statutory regulations consisting of Federal law of the Russian Federation No. 135-FZ dated 26.07.2006 “On Protection of Competition”, other federal laws, decrees of the Russian Federation Government, regulations of the Federal Antimonopoly Service governing the relations implying protection of the competition, prevention and suppression of monopolistic activities and unfair competition, including the international treaties of the Russian Federation.
4.2. Antitrust laws are intended to protect competition, maintain a competitive environment in the global market system, and enable efficient functioning of commodity markets.
4.3. Antitrust laws apply to relations that imply protection of competition, including prevention and suppression of monopolistic activities and unfair competition, and the relations of both Russian and foreign legal entities, as well as federal executive bodies, local self-government bodies, other bodies or organizations, as well as state extrabudgetary funds, the Central Bank of the Russian Federation, individuals, including individual entrepreneurs.
4.4. Antitrust laws also apply to agreements reached outside the territory of the Russian Federation between Russian and (or) foreign persons or legal entities, as well as to their actions, if such agreements or actions affect competition in the territory of the Russian Federation.
5. BASIC PRINCIPLES OF WORK ON CORRUPTION PREVENTION IN THE COMPANY
5.1. The Company’s Anti-Corruption Policy is based on the following basic principles:
5.1.1. Principle of compliance of the Anti-Corruption Policy with applicable laws and agreed standards of law.
This implies compliance of the implemented anti-corruption measures with the Constitution of the Russian Federation, international treaties made by the Russian Federation, anti-corruption laws, and other regulations applicable to the Company.
5.1.2. Principle of ‘tone at the top’.
The key role of the Company’s top managers is aimed at generation of the culture of intolerance to corruption and creation of an in-house system of corruption prevention.
5.1.3. Principle of employee engagement.
The Company employees shall be aware of the anti-corruption laws provisions and shall take active part in the formulation and implementation of anti-corruption standards and procedures.
5.1.4. Principle of balance between anti-corruption procedures and the corruption risk.
Development and implementation of a set of measures to reduce probability of involvement of the Company, its managers and employees in corruption activities is carried out taking into account the corruption risks existing in the Company’s activities.
5.1.5. Principle of anti-corruption procedures efficiency.
Implementation of the low-cost anti-corruption measures in the Company ensure simplicity of implementation and bring a significant result.
5.1.6. Principle of responsibility and unavoidability of punishment.
This implies unavoidability of punishment for managers and employees of the Company regardless of their position, length of service, and other conditions in case they commit corruption offenses due to performance of labor duties, as well as personal responsibility of the Director General of the Company for the Anti-Corruption Policy implementation.
5.1.7. Principle of openness of economic and other activities.
This implies informing counterparties, partners, and the public about anti-corruption standards and procedures adopted in the company.
5.1.8. Principle of ongoing control and regular monitoring.
This implies regular monitoring of efficiency of the implemented anti-corruption standards and procedures.
5.1.9. In performing their job duties, the Company employees shall do, inter alia, the following:
– comply with the federal law on competition protection (Federal Law No. 135-FZ) and other federal laws, decrees of the Government of the Russian Federation, regulations of the federal antimonopoly authority, rules of the international treaty of the Russian Federation;
– abstain from actions that restrict trade or prevent competitors from entering the market;
– not to enter into formal and informal agreements (oral or written) with competitors on price policy, value, production, volumes, geography of markets, conduct at procurement (bidding), refusal to cooperate or cessation of sale of goods; on dividing markets by territory, type of buyers or sellers; on establishing barriers to entry or exit from the commodity market;
– not to use anyone in their interests by making dishonest transactions, such as handling information or hiding the truth;
– not to make false or misleading statements about competitors and not to provoke suppliers or customers to terminate contracts with competitors under the guise of aggressive competition.
6. SCOPE OF THE REGULATION AND THE PERSONS FALLING WITHIN THE AMBIT THEREOF
6.1. The persons falling within the ambit of the Anti-Corruption Policy are the Director General and employees of the Company, regardless of their positions and the functions performed.
7. COMPANY OFFICIALS RESPONSIBLE FOR THE REGULATION IMPLEMENTATION AND THE COLLEGIATE BODIES TO BE ESTABLISHED
7.1. The Director General of the Company is responsible for arranging all the activities aimed at preventing corruption in the company.
7.2. The Director General shall appoint one or several persons being responsible for the Anti-Corruption Policy implementation within the limits of their powers, based on the established tasks, specifics of the Company business, staffing level, organizational structure.
7.3. Main responsibilities of the person(s) responsible for the Anti-Corruption Policy implementation:
– preparation of recommendations for decision-making on corruption prevention in the Company;
– preparation of proposals aimed at eliminating the causes and conditions that give rise to the corruption risk in the Company;
– compilation of draft local regulations aimed at the implementation of measures to prevent corruption, and submission thereof to the head of the Company for approval;
– arrangement of corruption risk assessment;
– reception and consideration of reports on cases of inducement of employees to commit corruption offenses in the interests or on behalf of other entity, as well as on cases of commission of corruption offenses by employees or other persons;
– organization of measures to prevent and combat corruption;
– organization of measures on anti-corruption training of employees;
– providing individual consultations to employees;
– participation in the organization of anti-corruption propaganda;
– assessment of the results of work on corruption prevention in the Company and preparation of the relevant reports for the Director General.
7.4. To identify the causes and conditions conducive to the emergence and spread of corruption; develop and implement a system of measures aimed at preventing and eliminating the conditions that give rise to, provoke and support corruption of all kinds; improve efficiency of the Company performance by reducing corruption risks; a collegiate body shall be established in the Company – a commission on anti-corruption.
7.5. The objectives, procedure for the establishment, proceedings and powers of the anti-corruption commission are defined in the Company Regulation on Anti-Corruption Commission (Appendix 1 hereto).
8. RESPONSIBILITIES OF EMPLOYEES RELATED TO CORRUPTION PREVENTION
8.1. The Director General and employees, regardless of their position, length of service in the Company and due to performance of their labor duties assigned to them by the employment contract, shall:
– be guided by the provisions of this Policy and strictly comply with its principles and requirements;
– abstain from committing and (or) participating in corruption offences in the interests or on behalf of the Company;
– abstain from the conduct that may be interpreted by others as willingness to commit or participate in commission of a corruption offence in the interest or on behalf of the Company;
– immediately inform the direct manager, the person responsible for the Regulation implementation, and (or) the Director General about cases of inducement of an employee to commit corruption offenses;
– immediately inform the direct manager, the person responsible for the Regulation implementation, and (or) the Director General about the information that has become known to the employee about cases of corruption offenses committed by other employees;
– inform the direct manager or the person responsible for the Anti-Corruption Policy implementation about the possibility of a conflict of interest with the employee involvement therein.
9. ACTIONS ON CORRUPTION PREVENTION
9.1. The Company develops and implements adequate procedures to prevent corruption that reasonably meet the identified risks, and monitors implementation thereof.
9.2. The Company carries out awareness-raising activities.
9.3. The Company welcomes and encourages compliance with the principles and requirements of this Policy by all counterparties, its employees, and other persons. The Company promotes the level of anti-corruption culture through information and systematic training of employees in order to maintain their awareness of the Company’s anti-corruption policy.
9.4. The Company requires its employees to comply with the Regulation on Compliance with Anti-Corruption and Antitrust Laws, informing them about the key principles, requirements, and sanctions for violations. All employees of the Company shall be guided by the Regulation and strictly observe its principles and requirements.
9.5. Each employee of the Company shall sign an obligation to comply with the principles and requirements of the Company Regulation on Compliance with Anti-Corruption and Antitrust Laws, and the provisions of anti-corruption laws, when concluding an employment contract.
The Company has the right to conduct official inspections regarding each reasonable suspicion or established fact of corruption to the extent permitted by law.
9.6. The Company performs work to prevent corruption in accordance with the Anti-Corruption Plan to be approved subject to the established procedure.
10. 10. IMPLEMENTATION OF STANDARDS OF CONDUCT FOR THE COMPANY EMPLOYEES
In order to introduce anti-corruption standards of employee conduct, the Company has established general rules and principles of employees conduct regarding ethics of business relations and aimed at formation of ethical, conscientious behavior of employees and the Company as a whole.
11. CONFERENCES AND GRANTS
11.1. The Company has the right to involve healthcare professionals, except for pharmaceutical professionals and heads of pharmacy organizations, in order to provide scientific and educational services, as well as in clinical research of medicines, and pay them a fee for the provision of these services.
11.2. Costs related to organizing conferences or paying monetary fees and grants that may result in a health professional receiving any payment shall meet the following criteria:
– execution of a written agreement describing the content of the services provided and the terms of payment;
– the fee for the services shall be reasonable and correspond to fair market value;
– reasonable need for the service;
– execution of a service agreement shall not directly or indirectly impose obligations on the health professional related to making recommendations and prescribing pharmaceutical products;
– it is prohibited to use hotels or facilities which in the public eye are associated with luxury or exclusivity, regardless of their class;
– catering is allowed within reasonable limits;
– as for trips of health professionals not exceeding four hours in the daytime, economic class air tickets shall be purchased;
– any expenses of accompanying persons shall not be reimbursed.
11.3. It is possible to pay or reimburse the expenses of health professionals directly related to the services provided, including expenses related to payment of the registration fee, and other expenses related to health professionals’ participation in specialized sectoral events, travel to the place of the service provision, accommodation and meals.
11.4. In order to develop medical science and practice, the Company has the right to provide grants.
12. IDENTIFICATION AND SETTLEMENT OF CONFLICTS OF INTEREST
12.1. The Company’s conflict of interest settlement work is based on the following principles:
– obligation to disclose information about a possible or arising conflict of interest;
– individual review and assessment of reputational risks for the Company when identifying each conflict of interest and settlement thereof;
– confidentiality of the conflict of interest disclosure and settlement process;
– maintaining the balance of interests of the Company and the employee in the settlement of conflicts of interest;
– protection of the employee against prosecution due to his/her reporting of a conflict of interest which was promptly disclosed by the employee and settled (prevented) by the Company.
12.2. An employee shall take measures to prevent any possibility of a conflict of interest.
12.3. Information received as part of the notification of a conflict of interest or the possibility of occurrence thereof shall be checked by the authorized official in order to assess significance of risks arising for the Company and choose the most appropriate form of conflict of interest settlement.
12.4. Employees’ obligations to prevent the possibility of a conflict of interest, the procedure for preventing and (or) resolving conflicts of interest in the Company are established by the Company Regulation on Conflict of Interest (Appendix 2 hereto).
12.5. The Company undertakes to consider confidentially the information received as part of the notification of a conflict of interest or the possibility of occurrence thereof.
13. ACTIONS ON CORRUPTION PREVENTION WHEN INTERACTING WITH COUNTERPARTIES
13.1. Work to prevent corruption when interacting with counterparties is carried out in the following areas:
13.1.1. Establishing and maintaining business (economic) relations with those counterparties who conduct business (economic) relations on a fair and honest basis, take care of their own reputation, demonstrate support for high ethical standards in conducting economic activities, implement their own anti-corruption measures, and participate in collective anti-corruption initiatives.
13.1.2. Introducing special procedures for checking counterparties in order to reduce the risk of the Company involvement in corruption activities and other unfair practices in the course of relations with counterparties (collection and analysis of publicly available information about potential counterparties: their reputation in business society, duration of work in the market, participation in corruption-related scandals, etc.).
13.1.3. Providing the counterparties with the programs, policies, standards of conduct, procedures and rules aimed at preventing and counteracting corruption, which are applied in the Company, including checking that they have their own anti-corruption procedures or policies.
13.1.4. Posting on the Company’s official website the information on the actions taken in the Company to prevent corruption.
14. ASSESSMENT OF THE COMPANY’S CORRUPTION RISKS
14.1. The purpose of the Company’s corruption risk assessment is:
– ensuring compliance of the implemented actions to prevent corruption with the specifics of the Company’s activities;
– rational use of the resources for corruption prevention;
– identification of the Company’s particular processes and economic operations in performing which it is highly likely that the Company employees may commit corruption offenses and crimes, both for obtaining personal gain and the Company’s benefits.
14.2. Corruption risks of the Company are assessed annually in accordance with the methodological recommendations for assessing corruption risks arising in the implementation of functions developed by the Ministry of Labor and Social Development of the Russian Federation, taking into account the specifics of the company activities.
15. ANTI-CORRUPTION TRAINING OF EMPLOYEES
15.1. In order to create an anti-corruption mindset, intolerance to corrupt behavior, increase in the level of legal awareness and legal culture of employees in the Company on a planned basis through anti-corruption education, anti-corruption propaganda, and anti-corruption consulting, anti-corruption training is carried out.
15.2. Anti-corruption education of employees is carried out at the expense of the Company in the form of training (retraining) and advanced training of employees responsible for the implementation of the Regulation on Compliance with Anti-Corruption and Antitrust Laws.
15.3. Anti-corruption propaganda is carried out through the media, outdoor advertising, and other means in order to create intolerance to corrupt behavior among employees, to instill in them a sense of civil responsibility.
15.4. Anti-corruption consulting is carried out individually by the persons responsible for the implementation of the Regulation on Compliance with Anti-Corruption and Antitrust Laws in the Company. Consulting on private issues of anti-corruption and conflict of interest is provided confidentially.
16. INTERNAL CONTROL AND AUDIT
16.1. Internal control of economic operations pursuant to Federal Law No. 402-FZ dated 06.12.2011 “On Accounting” promotes prevention and identification of corruption offenses in the Company.
16.2. In order to implement measures to prevent corruption internal control and audit are to ensure reliability of financial (accounting) statements and ensure compliance of business with the requirements of statutory regulations and local regulations of the Company.
16.3. Requirements of the Regulation on Compliance with Anti-Corruption and Antitrust Laws, taken into account in the establishment of the Company’s internal control and audit system, are as follows:
– verification of compliance with various organizational procedures and rules of operation that are relevant for corruption prevention;
– control over documentation of the Company’s business operations;
– checking economic validity of the transactions performed in the areas of corruption risk.
16.4. Control over documentation of business operations is primarily related to the obligation to maintain bookkeeping and compile financial (accounting) statements of the Company and is aimed at preventing and detecting respective violations: making informal reports, using forged documents, recording non-existent expenses, absence of primary accounting documents, making corrections to the documents and reports, destruction of documents and reports before the established deadline, etc.
16.5. Checking economic validity of the transactions in the areas of corruption risk is carried out in relation to the exchange of business gifts, hospitality expenses, charitable donations, remuneration to external consultants, taking into account the circumstances – indicators of illegal actions, for example:
– paying for services which nature is not clear or questionable;
– providing expensive gifts, paying for transport, entertainment services, issuing loans on preferential terms, providing other valuables or benefits to external consultants, public or municipal officials, employees of affiliates and counterparties;
– payment to the intermediary or external consultant of remuneration exceeding a fee usually payable by the Company or a fee usually paid for this type of services;
– purchases or sales at prices that significantly differ from market prices;
– dubious payments in cash.
17. COOPERATION WITH REGULATORS AND LAW ENFORCEMENT AGENCIES IN THE FIELD OF ANTI-CORRUPTION
17.1. Cooperation with regulators and law enforcement agencies is an important indicator of the Company’s true commitment to declared anti-corruption standards of conduct.
17.2. The Company undertakes to refrain from any sanctions against employees who have reported to the regulator and law enforcement agencies the information that has become known to them during performance of their job duties about preparation for the commission, commission of, or committed corruption offense or crime.
17.3. Cooperation with regulators and law enforcement agencies shall be also carried out as:
– assisting authorized representatives of regulators and law enforcement agencies in conducting regulatory measures in respect of the Company regarding preventing and counteracting corruption;
– assisting authorized representatives of regulators and law enforcement agencies carrying out measures to suppress or investigate corruption crimes, including law enforcement intelligence operations.
17.4. The Company’s Director General and employees shall render support for law enforcement agencies in detecting and investigating corruption, take the necessary measures to preserve and transmit to law enforcement agencies the documents and information containing data on corruption offenses and crimes.
17.5. The Company’s Director General and employees shall not allow interference in the activities of officials of regulators and law enforcement agencies.
18. RESPONSIBILITY OF EMPLOYEES FOR NON-COMPLIANCE WITH THE ANTI-CORRUPTION POLICY REQUIREMENTS
18.1. The Company and its employees shall comply with anti-corruption laws.
18.2. The Company employees, regardless of their position, shall be liable in accordance with the established procedure, including within the framework of administrative and criminal laws of the Russian Federation, for non-compliance with the principles and requirements of this Regulation on Compliance with Anti-Corruption and Antitrust Laws.
19. PROCEDURE FOR REVISION AND MODIFICATION OF THE REGULATION ON COMPLIANCE WITH ANTI-CORRUPTION AND ANTITRUST LAWS
19.1. The Company regularly monitors efficiency of implementation of the Regulation on Compliance with Anti-Corruption and Antitrust Laws.
19.2. An official responsible for the implementation of the Regulation on Compliance with Anti-Corruption and Antitrust Laws shall annually prepare a report on the implementation of measures to prevent corruption in the Company, on the basis of which amendments and supplements may be made to the Regulation on Compliance with Anti-Corruption and Antitrust Laws.
19.3. The Regulation on Compliance with Anti-Corruption and Antitrust Laws may be revised in case of introduction of amended labor laws, anti-corruption laws, change in the legal status or organizational and staff structure of the company.
CODE OF CORPORATE ETHICS GDP
Moscow, 2019
REGULATION ON CONFLICT OF INTERESTOF GDP LLC
1. Regulation Purpose and Objectives
1.1. This Regulation on Conflict of Interest of GDP LLC (hereinafter — the Conflict of Interest Regulation) was developed in accordance with the provisions of the Constitution of the Russian Federation, the Anti-Corruption Law, other regulations of the Russian Federation, and is based on generally recognized moral principles and tenets of Russian society and the state.
1.2. Employees shall respect the Company interests, especially with regard to the purposes of its business, and shall not take advantage of the opportunities that relate to performance of their job duties, or allow such opportunities to be used for the purposes contrary to the purposes specified in the Company Articles of Association.
1.3. Employees shall avoid any conflicts of interest, shall be independent of the conflicts of interest affecting the Company.
1.4. Efficiency of the work on prevention and settlement of conflicts of interest implies full and timely identification of such conflicts and coordination of actions of all structural units of the Company.
2. Measures to Prevent Conflicts of Interest
2.1. The main measures to prevent conflicts of interest are as follows:
— strict observance by the Director General, employees of the obligations established by law, the Company Articles of Association, other local regulations, job descriptions;
— approval and maintenance of the Company’s organizational structure that clearly delineates responsibilities, powers, and reporting;
— allocation of authorities between the Director General and his/her deputies subject to the order on allocation of responsibilities;
— issuing powers of attorney to particular employees to perform actions, and certain types of transactions;
— allocation of employees’ official duties in such a way as to exclude conflicts of interest and the conditions for occurrence thereof, the possibility of committing offenses and crimes, and other unlawful actions when performing statutory activities;
— introduction of the practice of making collective decisions on all the most responsible and large-scale issues, using all the information available in the Company, including data from accounting, statistical, management, and other reports;
— exclusion of actions that will lead to a conflict of interest: the Director General and employees shall abstain from participating in transactions or deals involving persons and (or) organizations with whom employees of the Company or members of their families have personal relations or financial interests;
— prohibition of use and transfer of official or commercial secrets with the aim of making transactions by third parties.
3. Responsibilities of the Director General and Employees to Prevent Conflicts of Interest
3.1. In order to prevent conflicts of interest, the Director General and employees of the Company shall:
— perform duties taking into account delineation of powers established by local regulations;
— comply with the requirements of the law of the Russian Federation, the Company Articles of Association, local regulations, this Conflict of Interest Regulation;
— when making decisions on personnel, organizational, technical, financial, material and technical issues, or when preparing drafts of such decisions, be guided by the Company interests without taking into account their personal interests, interests of their relatives and friends;
— abstain from taking actions and making decisions that may lead to conflict situations, including those implying taking material and (or) other benefits due to performance of their job duties;
— notify the direct supervisor in writing, as soon as they become aware, of the conflict of interest that has already arisen or of the possibility of occurrence thereof;
— ensure effective management of financial, material and personnel resources of the Company;
— exclude the possibility of involving the Company, managers and employees in illegal activities;
— ensure maximum possible efficiency in transactions;
— ensure reliability of financial statements and other published information;
— timely consider reliability and objectivity of negative information about the Company in mass media and other sources, timely response to each fact of negative or invalid information;
— respect business etiquette and principles of professional ethics;
— provide comprehensive information on the issues that may cause conflict of interest;
— ensure safety of money and other property of the Company;
— ensure timely identification of conflicts of interest as early as possible and close attention thereto by the Company, the Director General, and employees.
4. Procedure for Preventing or Resolving Conflicts of Interest
4.1. An official responsible for implementation of the Regulation on Compliance with Anti-Corruption and Antitrust Laws shall settle (eliminate) conflicts of interest.
4.2. Employees shall promptly inform about any conflicts of interest to the Director General and (or) the official responsible for implementation of the Regulation on Compliance with Anti-Corruption and Antitrust Laws, indicating the parties to such conflict and substance thereof, and until getting the recommendations shall avoid any relations or action that may interfere with making objective and honest decisions. Selection of appropriate procedures and method for conflict of interest settlement in each case depends on the nature of such conflict.
4.3. A person responsible for the Anti-Corruption Policy implementation shall, within seven business days upon receipt of the notice, issue written recommendations to the employee on the way of the conflict of interest settlement.
4.4. Prevention or settlement of conflicts of interest may consist of:
— restricting the employee’s access to specific information that may affect the employee’s personal interests;
— voluntary refusal of the employee or his/her suspension (permanent or temporary) from participating in the discussion and decision-making process on the issues that are or may be influenced by a conflict of interest;
— review and change of the employee’s work responsibilities;
— temporary dismissal of the employee for his/her office if his/her personal interests are in conflict with his/her job duties;
— transfer of the employee to a position providing for performance of job duties not related to a conflict of interest;
— transfer by the employee of his/her property, being the cause of the conflict of interest, into trust management;
— refusal by the employee of his/her personal interest that has given rise to the conflict with the Company’s interests;
— dismissal of the employee at the initiative of the employee;
— dismissal of the employee at the initiative of the employer for such employee’s commission of a disciplinary misconduct, i. e. for non-fulfillment or improper fulfillment of the employee’s job duties due to his/her fault.
CODE OF CORPORATE ETHICS GDP
Moscow, 2019
REGULATION ON CONFLICT OF INTERESTOF GDP LLC
1. Regulation Purpose and Objectives
1.1. This Regulation on Conflict of Interest of GDP LLC (hereinafter — the Conflict of Interest Regulation) was developed in accordance with the provisions of the Constitution of the Russian Federation, the Anti-Corruption Law, other regulations of the Russian Federation, and is based on generally recognized moral principles and tenets of Russian society and the state.
1.2. Employees shall respect the Company interests, especially with regard to the purposes of its business, and shall not take advantage of the opportunities that relate to performance of their job duties, or allow such opportunities to be used for the purposes contrary to the purposes specified in the Company Articles of Association.
1.3. Employees shall avoid any conflicts of interest, shall be independent of the conflicts of interest affecting the Company.
1.4. Efficiency of the work on prevention and settlement of conflicts of interest implies full and timely identification of such conflicts and coordination of actions of all structural units of the Company.
2. Measures to Prevent Conflicts of Interest
2.1. The main measures to prevent conflicts of interest are as follows:
— strict observance by the Director General, employees of the obligations established by law, the Company Articles of Association, other local regulations, job descriptions;
— approval and maintenance of the Company’s organizational structure that clearly delineates responsibilities, powers, and reporting;
— allocation of authorities between the Director General and his/her deputies subject to the order on allocation of responsibilities;
— issuing powers of attorney to particular employees to perform actions, and certain types of transactions;
— allocation of employees’ official duties in such a way as to exclude conflicts of interest and the conditions for occurrence thereof, the possibility of committing offenses and crimes, and other unlawful actions when performing statutory activities;
— introduction of the practice of making collective decisions on all the most responsible and large-scale issues, using all the information available in the Company, including data from accounting, statistical, management, and other reports;
— exclusion of actions that will lead to a conflict of interest: the Director General and employees shall abstain from participating in transactions or deals involving persons and (or) organizations with whom employees of the Company or members of their families have personal relations or financial interests;
— prohibition of use and transfer of official or commercial secrets with the aim of making transactions by third parties.
3. Responsibilities of the Director General and Employees to Prevent Conflicts of Interest
3.1. In order to prevent conflicts of interest, the Director General and employees of the Company shall:
— perform duties taking into account delineation of powers established by local regulations;
— comply with the requirements of the law of the Russian Federation, the Company Articles of Association, local regulations, this Conflict of Interest Regulation;
— when making decisions on personnel, organizational, technical, financial, material and technical issues, or when preparing drafts of such decisions, be guided by the Company interests without taking into account their personal interests, interests of their relatives and friends;
— abstain from taking actions and making decisions that may lead to conflict situations, including those implying taking material and (or) other benefits due to performance of their job duties;
— notify the direct supervisor in writing, as soon as they become aware, of the conflict of interest that has already arisen or of the possibility of occurrence thereof;
— ensure effective management of financial, material and personnel resources of the Company;
— exclude the possibility of involving the Company, managers and employees in illegal activities;
— ensure maximum possible efficiency in transactions;
— ensure reliability of financial statements and other published information;
— timely consider reliability and objectivity of negative information about the Company in mass media and other sources, timely response to each fact of negative or invalid information;
— respect business etiquette and principles of professional ethics;
— provide comprehensive information on the issues that may cause conflict of interest;
— ensure safety of money and other property of the Company;
— ensure timely identification of conflicts of interest as early as possible and close attention thereto by the Company, the Director General, and employees.
4. Procedure for Preventing or Resolving Conflicts of Interest
4.1. An official responsible for implementation of the Regulation on Compliance with Anti-Corruption and Antitrust Laws shall settle (eliminate) conflicts of interest.
4.2. Employees shall promptly inform about any conflicts of interest to the Director General and (or) the official responsible for implementation of the Regulation on Compliance with Anti-Corruption and Antitrust Laws, indicating the parties to such conflict and substance thereof, and until getting the recommendations shall avoid any relations or action that may interfere with making objective and honest decisions. Selection of appropriate procedures and method for conflict of interest settlement in each case depends on the nature of such conflict.
4.3. A person responsible for the Anti-Corruption Policy implementation shall, within seven business days upon receipt of the notice, issue written recommendations to the employee on the way of the conflict of interest settlement.
4.4. Prevention or settlement of conflicts of interest may consist of:
— restricting the employee’s access to specific information that may affect the employee’s personal interests;
— voluntary refusal of the employee or his/her suspension (permanent or temporary) from participating in the discussion and decision-making process on the issues that are or may be influenced by a conflict of interest;
— review and change of the employee’s work responsibilities;
— temporary dismissal of the employee for his/her office if his/her personal interests are in conflict with his/her job duties;
— transfer of the employee to a position providing for performance of job duties not related to a conflict of interest;
— transfer by the employee of his/her property, being the cause of the conflict of interest, into trust management;
— refusal by the employee of his/her personal interest that has given rise to the conflict with the Company’s interests;
— dismissal of the employee at the initiative of the employee;
— dismissal of the employee at the initiative of the employer for such employee’s commission of a disciplinary misconduct, i. e. for non-fulfillment or improper fulfillment of the employee’s job duties due to his/her fault.

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