Anti-Bribery Policy Corp AG

1. OBJECTIVES

The object of this manual is to establish Zero-Tolerance to Bribery in the operations of Aceros Guatemala. Thus, to establish the main guidelines and internal policies of Aceros de Guatemala, Sociedad Anónima (hereinafter the “Company”, “Aceros de Guatemala”, and/or “AG”) to prevent, avoid and/or mitigate the commission and/or participation in the following crimes: (i) bribery, in any of its modalities, including Active Bribery, Passive Bribery, Transnational Active Bribery and Transnational Passive Bribery (hereinafter, “Bribery”). These may include:

·       Bribery by the company;

·       Bribery by the company’s personnel acting on behalf of the company or for their benefit;

·       Bribery by business partners of the company acting on behalf of the organization or for their benefit;

·       Bribery to the company;

·       Bribery to the company’s personnel relating to the activities of the company;

·       Bribery to the company's business partners relating to the activities of the company;

·       Direct and indirect bribery (for example, a bribe offered or accepted by or through a third party as managers).

In this sense, every interested party has the responsibility to perform his or her duties within the framework allowed by current legislation, especially Legal Regulations such as the Criminal Code, Commercial Code, and any other that may be applicable. For these purposes, he or she commits to carry out his or her activities within the highest ethical and moral standards, as well as always respecting and enforcing the legal system of the Republic of Guatemala throughout the national territory.

Likewise, all interested parties have the responsibility to report any operation that, in their opinion, may be involved with the commission and/or participation of any Client, Supplier or Employee in the Included Crimes.

2. SCOPE AND APPLICATION

The scope and application of this policy is intended to all interested parties, described in the previous paragraph.

3. DEFINITIONS

Bribery: We understand Bribery as any offer, promise, delivery, acceptance or request of undue advantages of any value of a financial or non-financial nature, directly or indirectly, in violation of applicable law, as an incentive or reward for a person to act in some way in favor of a third party.  As an example, these may be, for illustration purposes, but are not limited to:

—     Money, gifts, or personal favors;

—     Meals and entertainment;

—     Actions (performing favors);

 

4. RESPONSIBILITY AND AUTHORITY

The AG Compliance Officer is responsible for the following:

Supervise the correct compliance and implementation of this policy, as well as the design, implementation, monitoring, and continuous improvement of the anti-bribery management system.

Advice and guide personnel in the anti-bribery management system and the guidelines set forth in the Anti-Bribery Policy number 6.2.

Report on performance of the anti-bribery management system directly to the Governing Body, General Management, and the areas deemed necessary.

Request the status and results of the investigations within the scope of bribery received in the complaints channels.

 The Compliance Officer’s reports are directly filed to the Governing Body; he or she shall act independently.

Responsibility and authority of the governing body and general management for compliance with this policy

To ensure the correct application and management of this policy, the Governing Body plays a leading role. Its responsibilities include:

A.       Ensure that the Company's strategy and anti-bribery policy are aligned;

B.       Receive and review, with planned intervals, presentations of results of the implementation of this policy;

C.       Provide the necessary resources for the effective operation of the anti-bribery management system;

D.      Exercise an adequate supervision of its implementation in the Company, requesting results from General Management and the Compliance Officer.

Likewise, General Management must:

a)       Ensure the correct implementation of this policy; 

b)       Integrate this policy, as well as the anti-bribery management system, into the Company's processes;

c)       Provide adequate resources for the operation of the anti-bribery management system;

d)       Internally and externally disseminate this policy to the interested parties;

e)       Ensure that the anti-bribery management system has clear objectives, as well as a continuous improvement plan;

f)        Promote this policy and the appropriate anti-bribery culture within the organization, which includes anonymous reporting and protection to complainants, and support to employees for its application.

g)       Report to the Governing Body on the operation of the anti-bribery management system.

Directors at each level must be responsible for requesting that the requirements of the anti-bribery management system be applied and met in their department or office; in case of noncompliance, sanctions described in the Manual on Crime Prevention Chapter 6 must be applied.

 

5. CONTENTS

5.1 General criteria and prohibitions

Employees are strictly prohibited from carrying out any act related to the crimes of Bribery, especially the following:

5.1.1      Direct payment in cash and/or kind to entities of the State of the Republic of Guatemala and/or public officials without an inter-institutional agreement;

5.1.2      The payment of travel expenses to entities of the State of the Republic of Guatemala and/or its public officials;

5.1.3      The delivery and/or acceptance of meals, entertainment gifts and/or samples from or in favor of the State of the Republic of Guatemala and/or its public officials;

5.1.4      The payment or acceptance of bribes, extortions, commissions of any kind, and/or making facilitation payments on their own behalf or on behalf of the organization, entities, persons, customers, suppliers, public or governmental authorities to ensure any concession, contract, approval, or advantages;

5.1.5      To carry out commercial transactions with suppliers and customers that operate outside the law or of doubtful reputation, that violate or demonstrate irresponsible social and/or environmental practices, and/or are not duly authorized for the use and commercialization of products and services subscribed to payments of royalties or intellectual property rights;

5.1.6      To close any business, contract, alliance, or in general some type of labor or economic relationship with the interested parties of Aceros Guatemala by obtaining or offering a bribe. The operations of the Company will be legally carried out at all times.

5.1.7      The falsification of books and accounting records, in order to avoid hiding bribes, undue payments, or fraudulent accounting practices; Employees must keep records that accurately reflect all operations and cash arrangements in the Company, which will be audited by the corresponding area on a regular basis.

5.1.8      The use and/or hiring of any external consultant or intermediary who receives, gives, or uses anything of value in order to illegally obtain any benefit is prohibited. The Company may be responsible for the activities of its subsidiary, affiliates, and third-party companies over which it exercises control, as well as for the activities of its agents, consultants, business partners, and other third-party representatives when acting on behalf of the company. This condition shall only apply when there is a prior document wherein both parties authorize this connection.

5.1.9      It is not allowed to request or accept gifts, trips, invitations, or commissions from suppliers and third parties that can take advantage of these for the purchase of consciences in negotiations of products, raw materials, supplies, or services for the organization.  Promotional items which value does not exceed US $ 15.00 are excepted. Any gift of a promotional nature that exceeds the value set forth above, including those that, on the occasion of an anniversary or of festivities such as Christmas, customers, suppliers, or third parties wish to gift, must be reported through the established channel (Declaration of Gifts and Presents) and sent to Human Resources to define in which raffles these gifts shall be distributed to the employees;

5.1.10   Technical or tourist trips which are not related to the professional activity of the guest cannot be accepted.  If they are related, they must be reported by sending a Declaration of Gifts and Presents to the Ethics Committee through the channel established for this purpose. General Management, in coordination with the Ethics Committee and the Compliance Officer, shall be responsible for its authorization.

5.1.11   The forms of behavior described above shall not be tolerated in the commercial relationship between Aceros de Guatemala and its clients, suppliers, or business partners. In case any of these behaviors take place, the commercial relationship shall be terminated.

5.1.12   These scenarios are not comprehensive. In case of doubt regarding any activity and/or process, the Compliance Officer must be consulted.

5. 2 Commitments of the employees

5.2.1      All Employees must know and sign this Policy and receive constant training.

5.2.2      Positions considered with more than one risk of exposure to Bribery detailed in the Recruitment and Selection Policy must annually sign this Policy and the Letter of Non-Conflicts of Interest.

5.2.3      Each area manager in conjunction with the compliance officer shall evaluate and develop the corresponding financial and non-financial controls to minimize the risk of Bribery.

5.2.4      For some positions considered with one or more bribery risks, it will be necessary to carry out the Due Diligence process established in the Recruitment and Selection Policy. Special attention will be given to candidates who have been part of governmental institutions.

5.2.5      Employees must declare any possible conflict of interest in commercial relations with third parties.

 

5.3 Reporting and protection of complainants

In the event that an Employee, Supplier, Client, or any third party has information and/or knowledge of any act related to the commission and/ or participation of any Client, Supplier, and/or Employee in any of the Included Crimes , he or she must report said information and/or knowledge, in the shortest possible term, to the Company Complaints Channel:

5.3.1      Online application is available on the webpage: www.etictel.com/ag;

5.3.2      Institutional mail service exclusively dedicated to the reception of ant type of report and/or communication: codigoeticaag@etictel.com and

5.3.3      Telephone line exclusive for every type of report and/or communication: +502 2470 8616.

All complaints will be answered, and complainants will be free of retaliation, discrimination, or disciplinary action for reports made in good faith or based on a reasonable belief of violation or suspected violation of the Policy, or for refusing to participate in bribery, even if such refusal can result in loss of business to the Company. As a Company, we are committed to protect possible complainants.

We should all feel free to file a report, ask questions, or participate in an investigation without fear of retaliation.

In the event that the report is true, appropriate and proportionate measures shall be taken against the action committed, which may range from dismissal to the legal consequences established in the Applicable Laws.

6. REFERENCES 

6.1 External References: Criminal Code, Commercial Code, Labor Code.

6.2 Internal references: Code of Ethics and annexes, Policies of diverse nature of AG.