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About the company

Anti-corruption programme

INTRODUCTION

The anti-corruption programme of TRANSPETROL, a. s. ("TRANSPETROL") was drawn up in the follow-up to the adopted Anti-Corruption Policy of the Slovak Republic for the years 2019-2023 and the request of the Ministry of Economy of the Slovak Republic. The methodological recommendation of the Office of the Government of the Slovak Republic issued 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 cases where corruption has already arisen 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 conduct is necessary, in particular in a situation where the possible returns from such conduct are high and, conversely, the risk entailed by such conduct is low. Corruption must therefore be tackled from several angles. Potential returns need to be eliminated, which means acting ex ante, i.e. preventively. This must also be accompanied by an effective penalty for corrupt conduct already committed, that is to say, ex post repression.

Anti-corruption measures are introduced through a so-called 'corruption risk management system'. This system forms the basis for the effective and effective prevention of the corruption risks to which employees at all levels, departments, departments or departments may be exposed. Transpetrol's corruption risk profile was developed on the basis of a thorough analysis, assessment and evaluation of the individual activities of the company with regard to the possibility and type of potential corruption. On this basis, individual anti-corruption measures have been proposed which, in their consistent application, should effectively help to minimise, weaken and ideally eliminate the corruption risk altogether. It also constitutes the purpose of that anti-corruption programme, which is to prevent the emergence of corruption risk and thus to eliminate any corruption.

1. LEGISLATIVE FRAMEWORK

Basic legal documents relating to corruption include:
  1. The anti-corruption policy of the Slovak Republic for 2019-2023, approved by The Government of the Slovak Republic Resolution No. 585/2018 of 12. 12.
  2. Act No. 300/2005 Z. z. Criminal Code as amended;
  3. Act No. 301/2005 Z. z. Code of Criminal Procedure, as amended;
  4. Act No. 54/2019 Z. z. on the protection of whistle-blowers of anti-social activities and on amendments to certain laws;
  5. Act No. 91/2016 Z. on criminal liability of legal persons and on amendments to certain laws, as amended;
  6. Act No. 343/2015 Z. on Public Procurement and on amendments to certain laws, as amended;
  7. Act No. 315/2016 Z. on the Register of Public Sector Partners and on amendments to certain laws;
  8. Standard ISO 31000:2009 (STN ISO 31000:2010) — Risk management;
  9. Standard ISO 37001:2016 (STN ISO 37001:2019) – Anti-corruption management system.

2. CORRUPTION AND ITS FORMS AND CORRUPTION RISK

The concept of corruption does not have a clear definition, but we can describe it as a conflict between the public and private interests, manifested as an abuse of a position or function in politics, public administration or the economy for the personal benefit of the individual, in our case, especially the employee.

Under the UN Convention against Corruption , it is understood as an abuse of power or position for the benefit of one another person or for the benefit of others . The general definition used by the European Commission and the European Structural Funds sees corruption as an 'abuse of a (public) position for personal gain'. In the conditions of the Slovak Republic, the concept of corruption itself is not introduced as a legally defined term. However, it is mentioned in the Criminal Code (Sections 328 to 336b) as the file name of the types of proceedings relating 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, requesting or making an promise, either directly or through an intermediary, a bribe – a performance of a material or non-material nature to which the person is not entitled, acting or not acting for that bribe (refraining from acting) by breaching his obligations arising out of employment, status, function or profession.

Bribery (so-called active corruption) means offering, promising or providing, either directly or through an intermediary, a bribe – a performance of a material or non-material nature to which the bribe person is not entitled, and the bribery person acts or does not act for that bribe (refrains from acting) by breaching his obligations arising from employment, status, function or profession.

Indirect corruption shall mean accepting, requesting or promising a bribe – performing a material or non-material nature, whether directly or through an intermediary, for himself or others, for the fact that, by his influence, the person will act on another person to give the bribery person certain advantages consisting in the breach of his obligations arising from employment, status, function or profession or to bribe such, to another acting person.

Failure to report a crime of corruption (failure to report an attempted corruption or information that someone has committed corruption) which the employee has become well aware of is also penalised on a criminal level.

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 signs of corruption include acting in secret, contrary to good morals, between two or more parties, often associated, inter alia, with pressure on either party and direct or indirect harm to third parties.

In the strict sense, corruption risk means the existence of an opportunity, probability or possibility of corruption and the costs associated with such corruption. It also includes causes or conditions which facilitate the emergence of a situation favourable to bribery, corruption, corrupt conduct or conduct. It also constitutes, for example, a warning sign that a power or position may be misused or positioned for the benefit of or for the benefit of others .

3. GIFTS AND REWARDS

The gift represents any kind of benefit (e.g. object, hospitality, reimbursement of travel costs or accommodation, invitation to various types of social events, etc.) provided 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 which does not go beyond the normal understanding of commercial practice and is appropriate to the circumstances, i.e. it is a normal expression of courtesy or hospitality, may be provided and accepted. In no case shall it give rise to a sense of commitment in the endowment. In any event, when receiving or endowing, employees must exercise a high degree of caution.

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.

The assessment of questions relating to donations falls within the competence of the Office of the Ceo of the Company and, in case of any doubt, employees can contact the Office of the Director-General or the Legal Department and Control.

4. PRINCIPLES OF ANTI-CORRUPTION POLICY AT TRANPETROL

This anti-corruption programme is built on the following principles:
4.1. PRECAUTIONARY PRINCIPLE

The precautionary principle reflects the main purpose of the anti-corruption programme and is built on a planned and coordinated action on the causes and consequences of corruption. The precautionary principle aims at preventing activities based on violations of anti-corruption measures. TRANSPETROL is aware that, from the point of view of both the community and its business, it is always better to prevent and eliminate the causes of corruption than to deal with these cases subsequently. TRANSPETROL is clearly in favour of preventive solutions and measures to combat potential corruption.

4.2. PRINCIPLE OF PROFESSIONALISM AND FAIR TRADE

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.

4.3. PRINCIPLE OF LEGALITY

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.

4.4. PRINCIPLE OF NON-DISCRIMINATION

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.

4.5. PRINCIPLE OF CONTROL OF INTERNAL PROCESSES

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.

4.6. PRINCIPLE OF TRANSPARENCY

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.

4.7. DUTY OF CARE

All employees of the company are obliged to perform their duties with precision, proper and due care. There is a potential risk of various forms of corruption in the performance of some work, so it is the duty of each employee to comply with this programme and to fully apply all types of measures specified in this programme. In case of any doubt, employees can contact their managers or the Legal Department and Control with confidence at any time.

5. NOTIFICATION OF ANTI-SOCIAL ACTIVITY

Whistleblowing is a supportive and significant mechanism for the company's anti-corruption policy. The Company has developed and updated the document "Notification of anti-social activities and provision of protection of PGR 1/2015", which regulates, inter alia, the procedure for filing, receiving, processing and handling complaints, i.e. notifications of anti-social activities.

6. DESCRIPTION OF THE STATE OF PLAY OF ANTI-CORRUPTION POLICY

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.

Current factors that have a positive impact on the implementation of the anti-corruption programme and represent the so-called strengths:
  1. a clear stance and will to fight corruption, promote a culture of rejection of corruption and reduce corruption risks,
  2. adoption and application of strategy papers of the Government of the Slovak Republic,
  3. updating the Code of Ethics and other business ethics tools,
  4. emphasis on the transparency of business processes.

Current factors that have an adverse impact on the implementation of the anti-corruption programme and represent so-called weaknesses:
  1. legislative barriers (divergent interpretation of the relevant legislation and its application in practice, low law enforcement, insufficient penalties and insequent of personal responsibility, etc.),
  2. a lack of knowledge of what is considered to be a form of corruption and also of effective anti-corruption and anti-corruption prevention procedures,
  3. low confidence of employees, but also of the general public, in the effectiveness of the practical application of anti-corruption instruments (often perceived rather than formally),
  4. the concern and unwillingness of employees to report unfair practices and anti-social behaviour, and the related possible passive tolerance of corrupt conduct and thus the low likelihood of detecting possible corrupt behaviour,
  5. insufficient level of training activities of employees.

Current factors representing the opportunities supporting the implementation of the anti-corruption programme:
  1. a community-wide interest in stepping up the fight against corruption on the basis of increasing public pressure to tackle corruption problems;
  2. the internal environment and communication in society are conducive to the introduction of more effective anti-corruption measures and the strengthening of a culture of public integrity and rejection of corruption,
  3. the use of information and communication technologies to report serious anti-social activity, including corruption, anti-corruption management (in the anti-corruption management system) as well as in the field of anti-corruption awareness,
  4. internal processes are transparent and support the principle of mutual control.

Current threat factors threatening the implementation of the anti-corruption programme:
  1. a high level of tolerance of petty corruption on the part of the public,
  2. passivity and citizens' disinterest in solving societic problems, including corruption,
  3. improving and creating new corruption schemes in response to anti-corruption measures,
  4. insufficient public media coverage of corrupt acts and suspected corrupt conduct, or bias in the selection and mediaisation of or suspicion of corruption acts.

7. ANTI-CORRUPTION POLICY OBJECTIVES AND PRIORITIES

The main objective of anti-corruption policy is to introduce, as far as possible, measures to reduce and eliminate the space and possibilities for creating corruption risk in all areas of operation or decision-making processes of society. Objectives and priorities include:
  1. reducing the space for the existence and emergence of corruption risks;
  2. promote a strong culture of public integrity and create an environment in which the protection of the public interest is emphasised and which openly rejects corrupt conduct;
  3. the establishment and maintenance of a functional system for the control and detection of corrupt activities;
  4. raising employees' awareness of corruption and protecting its whistle-blowers in order to strengthen their anti-corruption behaviour;
  5. ensuring effective and secure reporting of suspected corruption and other anti-social activity;
  6. the introduction of a system to monitor the effectiveness and effectiveness of the implementation of anti-corruption policy in society.

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.

8. ANTI-CORRUPTION MEASURES

In view of the analysis carried out of the individual decision-making processes and activities of the company by this Anti-Corruption Programme, the following measures are imposed:
  1. Continuously monitor the internal and external environment of the company from an anti-corruption point of view, or analyse what the anti-corruption resilience is
  2. Objective: To reduce the scope for the existence and emergence of corruption risks
  3. Update internal company documents and regulations as necessary, including company contract documentation, with provisions highlighting strong anti-corruption orientation
  4. Objective: To promote a strong culture of public integrity and to create an environment in which the protection of the public interest is emphasised and which openly rejects corrupt conduct
  5. Ensure the full applicability of this Anti-Corruption Programme and ensure that it is regularly updated
  6. Objective: Establishment and maintenance of a functional system for the control and detection of corrupt activities
  7. Update and apply an internal regulation regulating the conditions of the internal notification system related to whistle- checking, including corruption
  8. Objective: To raise employees' awareness of corruption and protect its whistleblowers in order to strengthen their anti-corruption behaviour
  9. Update and apply an internal regulation regulating the conditions of the internal system for the screening of notifications related to whistle-investing, including corruption; A
  10. Put in place tools to receive notifications of suspected corruption, corrupt behaviour and other anti-social activity (e-mail address, instigation box, telephone link) and introduce the preparation of statistics
  11. Objective: To ensure effective and secure reporting of suspected corruption and other anti-social activity
  12. Set up a system to monitor the implementation of the anti-corruption measures taken, regular evaluation of their effectiveness and effectiveness within the company
  13. Objective: To put in place a system to monitor the effectiveness and effectiveness of the implementation of anti-corruption policy in society

9. MANAGEMENT OF CORRUPTION RISKS AND LIST OF POTENTIAL RISKS

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.

In order to achieve the objective of "Promoting the management of corruption risks with a view to establishing and maintaining a high-level high-level anti-corruption internal system" it is necessary to oblige each employee of the company to:
  1. strictly adhere to this Anti-Corruption Programme;
  2. to avoid or refrain from any conduct which may show signs of corrupt conduct;
  3. the suspicion or occurrence of corrupt conduct or other conduct, even if only giving a suspicion of corruption risk, to its head of staff or employees of the Legal Department and Control, as described in the Company's internal regulation "Whistleblowing and providing protection to PGR 1/2015";
  4. cooperate in the management of corruption risks or the development of the Company's Anti-Corruption Programme, including all related processes (e.g. by making proposals to expand the list of potential anti-corruption risks or to introduce anti-corruption measures).

10. TRAINING IN ANTI-CORRUPTION RISKS

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 exposed to a corruption risk must know and understand the corruption risk they encounter in their work activities and be able to respond properly to those risks. At the same time, they must follow the procedures set out in this programme in order to avoid as much as possible corruption risk. Employees must be aware of possible sanctions and penalties that "await" them under Slovak law for corrupt conduct.

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.

11. MONITORING AND EVALUATION OF THE MEASURES IN PLACE

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.

12. FINAL PROVISIONS

Every employee of the company is obliged to familiarise themselves with the content of this anti-corruption programme. Compliance with this obligation by subordinate staff shall be ensured by the senior staff member concerned.

This Anti-Corruption Programme shall enter into force on the date of its adoption and entry into force on 1 10 2019.
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