The Anti-Corruption Programme of TRANSPETROL, a.s. ("TRANSPETROL") was developed in response to the adopted Anti-Corruption Policy of the Slovak Republic for 2019 - 2023 and the request of the Ministry of Economy of the Slovak Republic. The methodological recommendation issued by the Office of the Government of the Slovak Republic in relation to the management of corruption risks was also taken into account in its preparation.
Anti-corruption policy is based on the premise that effective prevention of corruption is much more cost-effective than the process of dealing with corruption once it has occurred or repression.
Corruption is a serious problem and a very undesirable element that occurs in society. It threatens the decency, fairness and moral foundations of society, distorts competition, hinders economic development and productivity growth, imposes additional costs, and therefore TRANSPETROL also in upgrades the anti-corruption measures already in place and introduces further, new and effective anti-corruption measures into its day-to-day activities.
Corrupt behaviour is particularly likely to occur in situations where the potential returns from such behaviour are high and, conversely, the risk that such behaviour entails is low. Corruption therefore needs to be tackled from several angles. It is necessary to eliminate the potential benefits, which means acting ex ante, i.e. preventively. This must be complemented by effective punishment of corrupt behaviour that has already occurred, i.e. repression that acts ex post.
Anti-corruption measures are put in place through a so-called corruption risk management system. This system forms the basis for the effective and efficient prevention of corruption risks to which employees at all levels, departments, divisions or units may be exposed. TRANSPETROL's Corruption Risk Profile has been developed on the basis of a thorough analysis, assessment and evaluation of the company's individual activities with regard to the possibility and type of potential corruption. Based on it, individual anti-corruption measures have been proposed which, if applied consistently, should effectively help to minimize, weaken and ideally eliminate the risk of corruption altogether. The above also constitutes the purpose of this Anti-Corruption Programme, which is to prevent the emergence of corruption risk and thus to eliminate any corruption.
The concept of corruption has no clear definition, but it can be described as a conflict between public and private interest, manifesting itself as the abuse of a position or office in politics, public administration or the economy for the personal benefit of an individual, in our case in particular an employee.
Under the UN Convention against Corruption, it is understood as the abuse of power or position for one's own benefit or for the benefit of others. The general definition used by the European Commission and the European Structural Funds understands corruption as "the abuse of a (public) position for personal gain". In the conditions of the Slovak Republic, the concept of corruption itself is not established as a legally defined concept. However, it is mentioned in the Criminal Code (§ 328 to § 336b), as a collective name for the types of acts related to corruption and bribery.
Corruption is punishable, at the level of criminal law, by severe prison sentences for natural persons, by property penalties for legal persons involved in corrupt proceedings and, last but not least, by administrative and legal penalties for both natural and legal persons (financial penalties, impossibility of participation in public procurement and others). Failure to report a crime of corruption – whether not notifying an attempted corruption or information that someone has committed corruption – is also considered a criminal offence. The most common forms of corruption offences that employees may encounter in the course of their work are:
Accepting a bribe (so-called passive corruption) means accepting, demanding or promising, either directly or through an intermediary, a bribe - a benefit of a pecuniary or non-pecuniary nature to which a person is not entitled, in return for which the person acts or fails to act (refrains from acting) in a way that violates his or her obligations arising out of his or her employment, position, office or profession.
Bribery (so-called active corruption) means to offer, promise or provide, either directly or through an intermediary, a bribe - a benefit of a pecuniary or non-pecuniary nature to which the person being bribed is not entitled, and in return for the bribe the person being bribed acts or fails to act (refrains from acting) in a way that violates his or her obligations arising out of his or her employment, position, office or profession.
Indirect corruption means the acceptance, solicitation or promise of a bribe - a benefit of a pecuniary or non-pecuniary nature, whether directly or through an intermediary, for oneself or another, in return for a person exerting his or her influence on another to confer on the person bribed certain benefits consisting in a breach of his or her duties arising out of his or her employment, position, office or profession, or for the purpose of bribing such person exerting influence on the other.
Failure to report a corruption off ence (failure to report an attempt to commit corruption or information that someone has committed corruption), of which the employee has credible knowledge, is also punishable under criminal law.
If the management of the company or its employees were to commit offences of corruption (accepting bribery, bribery or indirect corruption), not only them but also TRANSPETROL itself would be threatened with, for example, the following penalties: dissolution of a legal person, forfeiture of property, financial penalty, prohibition to receive subsidies or subsidies, prohibition of receiving aid and support provided by European Union funds or prohibition of participation in public procurement.
For the purposes of this document, the concept of corruption will be perceived in a generic sense, encomprising the types of conduct within the meaning of the Criminal Code and also acts detrimental to the public interest. In addition, corruption includes abuse of power, power, influence or position, incitement to such abuse, clientelism, family planning, protectionism, conflict of interest, illegal lobbying, misappropriation of public resources, public procurement and public auction offences and others.
Typical features of corruption include acting in secret, contrary to good morals, between two or more parties, often involving, among other things, pressure on one of the parties and direct or indirect damage to third parties.
In a narrower sense, corruption risk refers to the existence of the opportunity, likelihood or possibility of corruption and the costs associated with that corruption. It also includes causes or conditions that facilitate the creation of a situation conducive to bribery, corruption, corrupt behaviour or conduct. It also constitutes, for example, a warning sign that an abuse of power or position may or could occur for one's own benefit or for the benefit of others.
A gift is any kind of benefit (e.g. an item, hospitality, reimbursement of travel or accommodation expenses, an invitation to various types of social events, etc.) given to another person.
As a general rule, it is prohibited and criminal to provide or offer a gift at the time when the recipient of the gift (i) takes a decision or (ii) has the possibility to influence the decision in favor of the donor or (iii) for the purpose of obtaining an undue advantage or (iv) for another reason. This applies on both sides, i.e. in this context the employee of the company may not donate another person or accept the gift.
Only a gift that does not go beyond the normal understanding of business practice and is also appropriate to the circumstances, i.e. it is a normal act of courtesy or hospitality, may be given and accepted. In no case may it give rise to a feeling of obligation on the part of the donee. In all cases, staff members must exercise a high degree of caution when accepting or giving gifts.
Employees shall be prohibited from requiring any gifts and may accept a gift only if there can be no suspicion that the donor expects or seeks to influence the employee's decision in return for such gifts. Gifts in the form of cash, shares, bonds or other monetary values shall in any event be prohibited.
In addition to any suspicion that the donor expects certain behaviour in return for the gift or seeks to influence the employee's decision with the gift, the employee is always obliged to assess whether the acceptance of the gift also constitutes a personal advantage for the employee that could give rise to a conflict of interest. The staff member shall immediately disclose any potential conflict of interest accordingly.
Consideration of questions regarding gifts, including questions of gifts and potential conflicts of interest, is the responsibility of the Company's Office of the Chief Executive Officer, and employees may contact the Office of the Chief Executive Officer or the Legal and Audit Department if they have any concerns.
The principle of prevention reflects the main purpose of the anti-corruption programme and is based on planned and coordinated action on the causes and consequences of corruption. The prevention principle aims to prevent activities that have their basis in breaches of anti-corruption measures. TRANSPETROL is aware that, from a societal as well as a business perspective, it is always better to prevent corruption and eliminate its causes than to deal with it afterwards. TRANSPETROL is a clear supporter of preventive solutions and measures to combat potential corruption.
The principle of professionalism lies in the rapid, efficient and appropriate resolution of situations which could jeopardise the achievement of the best possible situation. Professionalism is based on expertise and ethics. Professionalism is one of the guarantees of minimising opportunities favourable to the emergence of corruption and bribery.
The principle of fair trade means not only active and professional conduct within the company inwards, but also towards business partners, public authorities and other entities.
TRANSPETROL handles all (and potential) corruption cases solely in accordance with the law and on the basis of the law, and thus reports all attempts at any form of corruption by a law enforcement agency. In every way, society has a policy of zero tolerance for corruption, whatever its form or attempt at it.
The principle of non-discrimination has been included in this anti-corruption programme in order to respect the rules on equal treatment of all entities in corruption cases, including suspected corruption. TRANSPETROL hereby reiterates that it is doing so in principle in the same way towards all entities, including, of course, employees, none of which directly or indirectly favours other persons in the same position.
TRANSPETROL is aware that updating the old ones and introducing new anti-corruption measures, in particular to prevent corruption risk, cannot exist without an effective and effective mechanism for monitoring compliance with these rules. The principle of internal process control consists in monitoring the effectiveness of anti-corruption measures, regularly reviewing and assessing risks and taking effective measures to address any shortcomings identified. Details of the periodic review and risk assessment can be found in Chapter 11 of this programme.
The principle of transparency has been included in this anti-corruption programme in order to deal effectively and predictably with corruption risks. The requirement of transparency is thus the most effective means of combating corruption. On the basis of this principle, all situations of conflict of interest of employees at all levels and their obligations in relation to corruption cases shall be dealt with openly, using simple and comprehensible procedures and measures, in accordance with the relevant legislation.
A conflict of interest is any situation in which a person's business interests, financial interests, family interests, interests of close or related natural or legal persons, political interests and/or any other personal interests could directly or indirectly influence the performance of his/her duties and/or the performance of any other tasks, which the person performs for TRANSPETROL, or to give rise to a reasonable apprehension on the part of third parties that the performance of the person's duties or the performance of tasks by such person may be affected by such facts, or to give rise to a reasonable apprehension on the part of third parties that the performance of the person's duties or the performance of tasks by such person may be affected by such facts.
In particular, a person has a conflict of interest if his/her ability to make objective decisions in the performance of his/her job duties and/or in the performance of any other tasks for TRANSPETROL is or may be impaired or affected by his/her own interests or those of his/her family members, close or related natural or legal persons or business partners.
All employees of the Company are required to perform their job duties accurately, properly and with due diligence. There is a potential risk of various forms of corruption in the performance of certain work, therefore it is the responsibility of each employee to comply with this program and to fully apply all types of measures outlined in this program. In case of any doubt, employees may at any time contact their supervisors or the Legal Department with confidence.
A whistleblower is a natural person who, in good faith, makes a notification to the authority competent to receive the notification or to the employer, or a close person of the whistleblower who has an employment relationship with the same employer as the whistleblower, with an employer who is a dependent in relation to the employer of the whistleblower, or with an employer who is established or established by the employer of the whistleblower. A natural person who makes a notification in good faith and whose employment relationship or other similar relationship has ended, if he or she has become aware of information about the anti-social activity during the duration of that employment relationship or other similar relationship, or who makes a notification and whose employment relationship or other similar relationship has not yet come into existence, if he or she has become aware of information about the anti-social activity during the selection procedure or in the context of pre-contractual relations, shall also be considered a whistleblower, or has made a notification anonymously and his or her identity has been revealed, or has disclosed information about anti-social activity which he or she has become aware of during the selection procedure or in the context of pre-contractual relations and his or her employment or other similar relationship has not yet come into existence, or during the duration of the employment or other similar relationship or after the termination of the employment or other similar relationship for a reason provided for by law.
The notification shall be made in the manner set out in this Anti-Corruption Programme or in the manner specified by the authority competent to receive the notification, shall be legible, comprehensible and shall make it clear what anti-social activity it refers to, and shall contain information about the anti-social activity which the whistleblower has become aware of in the course of his or her work and believes in good faith that it threatens the public interest, the economy or the good name of the company. A qualifying communication is a communication which may contribute or has contributed to the detection of serious anti-social activity or to the identification or conviction of its perpetrator.
Reporting of anti-social activities is a supportive and significant mechanism of the company's anti-corruption policy. The Company has developed and updated the document "Reporting of Anti-Social Activity and Provision of Protection PGR 1/2015", which regulates, among other things, the procedure for filing, receiving, processing and handling of complaints, i.e. reports of anti-social activity, and the provision of protection to whistleblowers. Reporting of anti-social activities shall not be considered a breach of the contractual obligation of confidentiality or a breach of the obligation of confidentiality under special regulations if it is an obligation arising from the exercise of an occupation, profession, position or function and it is not an obligation of confidentiality in connection with the protection of classified information, postal secrets or postal secrecy, banking secrecy, telecommunications secrecy or tax secrecy, the protection of confidential statistical data, the duty of confidentiality in connection with the provision and disclosure of medical records, the duty of confidentiality of members of the intelligence services or the duty of confidentiality in the provision of legal services.
The responsible person through which the Company performs tasks in the field of anti-social activities, their reporting, verification, handling and record keeping is the Legal Department.
Notification of antisocial activity may be submitted electronically to the electronic mailbox of SHP INTRANET TRANSPETROL, a.s. continuously accessible via the intranet or via the continuously accessible mailbox of the unified email address of the Legal Department: pravnyodbor@transpetrol.sk , in writing by mail to the address of TRANSPETROL, a.s., Legal Department at the General Director's Department, Šumavská 38, 821 08 Bratislava 2, marked "do not open!" or in person: directly at the office of TRANSPETROL, a.s., marked "Do not open!". The company is obliged to acknowledge receipt of the notification within seven days of its receipt and to verify the notification and notify the notifier of the result of the verification of the notification and the measures, if any, taken on the basis of the verification of the notification within 90 days of acknowledgement of receipt of the notification.
Notification can also be made through external channels. The authority competent to receive the notification shall be the Office for the Protection of Whistleblowers (hereinafter referred to as the Office), the public prosecutor's office or the administrative authority competent to deal with an administrative offence which constitutes a serious anti-social activity, or the competent institution, body, office or agency of the European Union. If the whistleblower wishes to contact the Whistleblower Protection Office or the Public Prosecutor's Office, he or she may use the following contacts:
Office of the Special Prosecutor
Štúrova 2
812 85 Bratislava
Tel: 033/2837 171,033/2837 192
e-mail:gpsr@genpro.gov.sk
Office for the Protection of Plant Breeders
Freedom Square29
811 06 Bratislava
Hotline: 0800221 213
Electronic:https://formular.oznamovatelia.sk/form/mail
The identity of both the person who made the notification and the person concerned must be kept confidential. Threatening or sanctioning retaliation is prohibited.
No employee shall obstruct the making of a notification or the keeping of a record of notifications.
The whistleblower may request protection.
A request for protection in the case of a report of serious antisocial activity which constitutes a criminal offence may be made by the reporting party at the same time as the report or during the criminal proceedings; the request shall be made to the public prosecutor in writing or orally on the record. If the request for protection of the whistleblower is made to another public authority, the latter shall immediately forward it to the public prosecutor.
A request for protection for the notification of a serious anti-social activity which constitutes an administrative offence may be submitted by the notifier at the same time as the notification or during the administrative offence proceedings; the request for protection shall be submitted in writing or orally on the record to the authority competent for the administrative offence proceedings (hereinafter referred to as the "administrative authority"). If the request for protection of the whistleblower is made to another public authority, the latter shall forward it without delay to the authority competent pursuant to the first sentence.
The application for protection shall include the name, surname, date of birth and residence of the whistleblower making the application, the place of work of the whistleblower and the name of the whistleblower's employer; the application shall also include details of a close person if he or she is in an employment relationship with the same employer as the whistleblower or is in an employment relationship with an employer who is a dependent of the whistleblower's employer and the whistleblower is also applying for the protection of that close person.
An employer may take a legal action or make a decision in an employment relationship against a protected whistleblower to which it has not consented only with the consent of the Authority. The consent of the Authority shall not be required where the employment act is an award of entitlement or an employment act relating to the termination of the employment relationship which is the result of a legal fact which is not within the employer's discretion. If the whistleblower considers that an employment action has been taken against him or her in connection with the notification with which he or she disagrees, he or she may, within 15 days of the date on which he or she became aware of the employment action, apply to the Office for the suspension of the effect of that employment action.
Any conflict of interest arising in the field of antisocial activities, i.e. any conflict of interest that arises for an employee of the Legal Department in the performance of tasks and duties in the field of antisocial activities, the employee of the Legal Department is obliged to immediately report to the Director of the Legal Department.
An employee of the Legal Department is obliged to immediately inform the Director of the Legal Department of any facts giving rise to a conflict of interest, both of facts of which he/she was aware at the time of receipt of the notification of anti-social activity, as well as of facts giving rise to a conflict of interest of which he/she became aware at any time during the investigation of the notification of anti-social activity (i.e. after receipt, or after registration, of the notification of anti-social activity).
In order to minimise the risk of conflicts of interest in the area of antisocial activities, each report of antisocial activity will be reviewed and dealt with by at least two members of the Legal Department at all times to ensure an effective mechanism for reviewing conflicts of interest in relation to the report of antisocial activity.
The Director of the Legal Department will review the report of facts indicating a conflict of interest and decide whether the Legal Department employee concerned will continue to review the report of anti-social activity or whether the employee concerned will be excluded from the entire process of reviewing the report of anti-social activity. In the event of reasonable doubt as to whether there is a conflict of interest that prevents the review of an Anti-Social Crime Report, the Director of the Legal Department may request the TRANSPETROL Board of Directors to consider the matter.
Pending the decision of the Director of the Law Department, Law Department staff do not perform a specific role in the area of antisocial activity. That task or activity shall always be immediately handed over by the staff concerned to another member of the Legal Department so that the task can continue.
In the event that the conflict of interest involves the Director of the Legal Department or all employees of the Legal Department, the notification of facts indicating a conflict shall be reviewed and decided by TRANSPETROL's Board of Directors.
The description of the state of play is a brief assessment of the state of play in the current application of anti-corruption policy, drawn up on the basis of a comprehensive analysis of the internal and external environment, based on the social situation. It focuses on the key key factors influencing the implementation of anti-corruption policy globally, whether positive or negative.
In order to meet these objectives, the company has extended the measures previously applied and has also taken effective new measures, with an emphasis on the prevention, detection and thorough examination of corruption proceedings.
The management of corruption risks is one of the important components of anti-corruption policy, identifying individual corruption risks and risk areas, processes and activities in terms of corruption.
In order to promote strong management of corruption risks, the following potential corruption risks can be identified in each area of company decision-making:
The purpose is to support the company's employees in identifying possible corruption risks and to raise awareness within the company of potential features or threat of corrupt conduct. Individual potential corruption risks describe possible actions that may jeopardise the company's interest in the sustained maintenance of a highly qualified anti-corruption policy. Due to the high number of proceedings naturally taking place on a daily basis in the company's processes, this list of potential corruption risks is intended to encourage employees of the company to constantly increase their prudence.
Throughout the company, employees are required to familiarize themselves with this program, the Code of Ethics, the document governing whistleblowing and the provision of protection, i.e. the policy of reporting any anti-social activity of the company. All documents are always available to employees on the Company's Intranet and in printed form with executives, who will provide the necessary explanations and answer all questions from employees at any time. If the head of staff's explanation is insufficient, employees with anti-corruption policy questions can contact the Legal Department and Controls.
All managers and employees who are exposed to corruption risk must know and understand the corruption risks they face in their work activities and be able to respond appropriately to those risks. At the same time, they must follow the procedures set out in this programme to avoid corruption risks as far as possible and to eliminate risks related to potential conflicts of interest. Employees must be aware of the possible sanctions and penalties that 'await' them under Slovak law for corrupt behaviour.
Training of senior staff shall be carried out at least once a year. Subsequently, each department/department carries out its training for employees. Senior staff are responsible for familiarisation of employees with anti-corruption policy within trade unions/departments. The content of the training will be tailored and focused on the specificity of this department/department and the work activities carried out by the staff. These training courses should be carried out as necessary, but at least once a year. The newly recruited staff member should be trained by the relevant senior staff in cooperation with the Department of Personnel and Human Resources as soon as possible after taking up employment.
The monitoring and evaluation of the anti-corruption measures in place will aim at evaluating the implementation of the anti-corruption policy and its effectiveness under this programme. It shall be verified correctly by the design and achievement of the objectives set, i.e. the effectiveness of the proposed measures and procedures. The evaluation process will take the form of face-to-face interviews or electronically through self-evaluation questionnaires or the introduction of further processes.
Monitoring and evaluation will be carried out once a year, with the results of a report on the implementation of the anti-corruption programme which, in addition to an evaluation of the systems and measures currently in place, will propose updating and improving the anti-corruption programme in a section that is not performing well enough.
Every employee of the Company is obliged to familiarize himself with the contents of this Anti-Corruption Program. It is the responsibility of the relevant manager to ensure that subordinate employees comply with this obligation. This Anti-Corruption Programme will be published on the Company's website.