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ANTI-CORRUPTION AND ANTI-BRIBERY POLICY 

Parra Rodríguez Abogados S.A.S. (hereinafter "the Firm") is committed to the implementation of the highest ethical standards and compliance with the rules and regulations that govern its operations. 


1.           Objetive 

1.1.      This Anti-Corruption and Anti-Bribery Policy (hereinafter "the Policy") is intended to identify and manage the risk of non- compliance with anti-corruption regulations. 

1.2.      The Firm and its associates agree that during the execution of their services, we will not offer, promise, or authorize the payment, directly or indirectly, of money or valuables to public servants, individual and/or legal persons, political parties, or political candidates to influence their actions or decisions and thus obtain or retain a business. 

1.3.      The Firm will educate and guide its employees on the applicable rules and regulations against corruption and bribery. 

1.4.      Through this Policy, are determined the methodologies and tools that help to prevent, identify, evaluate, measure, mitigate and monitor the risk of associates, lawyers, partners and suppliers of the Firm that engage in corruption conducts. 

1.5.      Definitions - Words written with a capital letter, whether singular or plural, are defined as follows: 

a.   Manager. The Manager according to the Statutes of the Firm. 

b.   Unfair Administration. Crime that sets when a de facto or de jure manager, or member of any company already incorporated or in the incorporation process, manager, employee or advisor, that for his own benefit or that of a third party, with abuse of the functions of his position, fraudulently disposes of the assets of the company or incur obligations under its responsibility, directly causing economically assessable damage to its partners. 

c.    Corruption. Without prejudice to what is established in Colombian legislation, corruption is understood when directly or through a third party, it is promised, offered or granted to executives, managers, employees or advisors of a society, association or foundation a gift or any benefit not justified for the benefit of the person or a third party, to the detriment of that person.

d.   Employee. Any person that has a labor relationship with the Firm. 

e.   Government Entity. Any authority or agency of the national, departmental or municipal government, public establishment or decentralized entities, judicial office, commercial state-owned or controlled companies, organization or international agency, political party, among others. Also, any agency, office or subdivision of any territorial level in any country of the world and any company or agency owned or operated, in its entirety or by the national or a foreign government. 

f.     Government Officials. Any employee, public servant or person acting on behalf of a government entity. 

g.   Compliance Team. Employees of the Firm designated by the Board of Directors to verify the adequate and timely compliance with this policy, as well as the adequate and timely compliance of money laundering and terrorist financing control provisions. Therefore, they will be on charge of the functions described in this policy. 

h.   Facilitation Payments. Payments made to government officials to ensure, promote or accelerate legal and routine procedures for the benefit of the Firm or its employees. 

i.     Policy. It is the Anti-corruption and Anti-Bribery Policy. 

j.     Provider. They are the natural or legal persons that sell goods or provide services to the Firm. 

k.   Partner. It is anyone who is named as such according to the bylaws of the Firm. 

l.     Bribery. It is the act of giving, offering, promising, requesting or receiving anything of value in exchange for an undue advantage, or as compensation in exchange for performing or omitting an act inherent in a public or private function, regardless of whether the offer, promise, or request is for oneself or for a third party, or on behalf of that person or a third party. 

m. Commercial Bribery. Commercial bribery involves the provision of anything of value to an intermediary (for example, an employee of a client) without the knowledge of the supervisor or the employee of the client, with the intention of unduly influencing the commercial conduct of the company or to obtain an undue commercial advantage. 

n.   Transnational Bribery. It is constituted if one or more of the employees, contractors, managers, members, owned by them or of any subordinate, give, offer or promise, to a foreign public servant directly or indirectly amounts of money, any object of pecuniary value or another benefit or utility in exchange for the server to perform, omit or delay any act related to the exercise of its functions in relation to a business / transnational transaction. 

o.   Scope. This Policy is applicable to every manager, employee, supplier, partner and third parties representing the Firm. These should manifest their knowledge and acceptance of the Policy by means of the formalities defined in the Annex A.

 

2.           Applicable laws 

2.1.      FCPA Law - The FCPA is a law of the United States of America that consists of two main parts: provisions on the Anti-bribery prohibition and provisions on "books and accounting records". The Anti-Bribery provisions of the FCPA provide that it is illegal to pay, offer, promise or authorize the delivery of money or anything of value to any Government Official for inducing to abuse the authority to obtain or retain a business or obtain some other undue advantage. 

In compliance with the FCPA, the Firm is prohibited from offering, paying, promise payment, authorizing payment, requesting, receiving, or authorizing receiving money or "anything of value", directly or indirectly, for improperly obtaining or retaining a business, or running a business towards any person or obtaining any other undue advantage 

"Anything of value" includes both tangible and intangible benefits, including cash, gifts, entertainment, travel, services, special discounts, and other amenities. Examples of prohibited payments include the delivery of cash, gifts, loans, meals, trips, sightseeing tours, lodging, or discounts on any of the services provided by the Firm. 

In addition, it is prohibited to make payments indirectly through an intermediary in circumstances that indicate that such payments may be used as a bribe. 

2.2.      Law 1474 of 2011 - This law establishes that the crime of private corruption is configured when directly or through a third party it is promised, offered or granted to managers, employees or advisors of a company, association or foundation, a gift or any unjustified benefit for the benefit of the person or a third party, to the detriment of third parties. 

In addition, the crime of unfair management is configured when the de facto or de jure manager, or partner of any company incorporated or in process of incorporation, manager, employee or adviser, that for their own benefit or for the benefit of a third party, abusing of the functions of his position, fraudulently disposes of the assets of the company or incur in obligations in charge of the company directly causing an economically valuable loss to its partners. 

2.3.      Law 1778 of 2016 - This law establishes that legal entities will have administrative responsibility if one or more of their employees, contractors, managers, associates, owned by them or any subordinate give, offer or promise to a foreign public servant directly or indirectly sums of money, any object of pecuniary value or other benefit or utility in exchange for the person to omit or delay any act related to the exercise of its functions in relation to a transnational business / transaction. In the event of any of these acts, the Superintendence of Corporations may impose fines, disqualifications or prohibitions to receive subsidies from the Government.

 

3.           Principles of the Policy 

In view of the foregoing, the following Policy is adopted: 

3.1.      The values that frame the activity of the Firm are defined in the internal regulation, procedures manual, policies and in the labor agreement of the employees. 

3.2.      The Firm prohibits any type of Bribery, Commercial Bribery, Transnational Bribery or Corruption made directly or indirectly. 

3.3.      Facilitation payments are prohibited in the Firm regardless of their amount. 

3.4.      The Firm will refrain from receiving or making donations that do not have a lawful purpose or in which there is a suspicion that they will serve to conceal corruption or bribery or to obtain advantages in the Firm's businesses. 

3.5.      The Firm will monitor any transaction or doubtful activity that may reasonably lead to suspect that the suppliers or agents are using the Firm to transfer, manage, take advantage of or invest money or resources derived from criminal activities, as well as to carry out acts of corruption or bribery. 

3.6.      The members of the Firm are prohibited from carrying out behaviors that tend to hide, change, omit or distort accounting records to conceal improper activities or that do not indicate correctly the real nature of a registered transaction. 

3.7.      The Firm and its members are forbidden from making or requesting from a third party any type of benefit to be made or not, an act proper to their functions (Example: request a private individual a reward or something of value, in exchange for granting an agreement with the company, or when the individual offers to the Representatives of the Company some type of benefit to perform or not perform an act of their own function).

   

4.           Responsible for compliance with the policy

It is the duty of the administration and control bodies, of the Compliance Team, as well as the Managers, to ensure compliance with this Policy, and comply with the Anti-Corruption and Anti-Bribery rules.

 

5.           Preventive procedure 

The partner, manager, employee or provider that: 

5.1.      Suspects or is aware of any conduct of corruption or bribery, must report such conduct to the Compliance Officer or to the manager. The Manager will respond appropriately to the reports and suggest the actions to be taken according to the procedure established in this Policy and in the Internal Work Regulations. 

5.2.      Receives a request for bribery or a suspicious payment from any person or entity, internal or external, must report this situation immediately to the Compliance Team or the Manager. 

5.3.      The Firm will carry out the necessary actions to adequately know the potential Suppliers or Agents and, in particular, the connection of the Suppliers or Agents with Government Entities or Government Officials.

 

6.           Gifts, meals and entertainment

The purpose of gifts, entertainment or entertainment activities is to create a good and solid working or commercial relationship. 

The purpose will not be to have or gain an unfair or improper advantage of a relationship. 

The Firm prohibits to pay, even if it is a modest value, for meals, travel, lodging or entertainment for a corrupt purpose or to bribe someone. 

This Policy recognizes invitations to meals, and entertainment are considered as courtesy in businesses and, in limited circumstances, modest or symbolic gifts. 

The following behaviors are prohibited: 

6.1.      To accept receiving gifts from third parties, customers or suppliers in cash or cash equivalent; 

6.2.      To accept gifts, invitations, attentions, or other things of value that may have the purpose of seeking an influence or material effect in any commercial transaction of the Firm (real or potential), or that could otherwise lead to a conflict of interests. 

6.3.      No employee and / or their family will accept, directly or indirectly, any kind of money, gift or invitation that has the purpose of influencing the actions or decision-making related to the Firm's business, or that might lead the third party or provider to think that they could benefit or obtain an advantage in some way. 

6.4.      To accept any kind of bribe, gift or undue payment of any person, including suppliers or customers, in exchange for the promise to do or refrain from doing something that benefits the third party. 

6.5.      Any gift that exceeds the equivalent in local currency of fifty dollars (USD $ 50), or any invitation to have food or attention given by a third party or supplier must be reported to the Compliance Team, including: 

a.   The name of the third party who offered the gift and the relationship with the Company; 

b.   The date it was received.

 

7.           Agreements with third parties 

All written agreements between the Firm and agents, suppliers, distributors and other third parties, must contain relevant statements and guarantees about anti-corruption behavior. In addition to declaring and ensuring compliance with this Policy and the applicable anti-corruption laws and regulations, agreements will also include the right of the Firm to terminate the agreement when a violation of this Policy or any applicable anti-corruption law or regulation occurs.

 

8.           Donations and political contributions 

The Firm cannot make direct or indirect contributions or donations to political parties, government entities, organizations, government officials or individuals involved in politics, without the approval of the governing bodies. Donations or contributions cannot be made in exchange for obtaining advantages in the business of the Firm or in  its commercial transactions.

 

9.           Accounting récords 

The Firm and its subsidiaries must have as policy to keep and maintain records and accounts that accurately reflect the transactions and dispositions of the assets of the transactions of the Firm and those of its subordinates. The Representatives of the Firm cannot change, omit or misrepresent records to conceal undue activities or that do not correctly indicate the nature of a registered transaction.

 

10.       Sanctions 

Sanctions for violating both the National Standards and Anti- Corruption and Anti-Bribery Regulations may result in serious penalties for employees, managers and partners, as well as for the Firm. 

Managers who violate this Policy will be subject to disciplinary sanctions, in accordance with the provisions of the Internal Work Rules and the Labor Code, without prejudice to legal actions that may be brought forward for this reason. 

By decision of the members, after a pronouncement by the Compliance Team, the Firm will inform to the competent authorities  of any violation of the Anti-Corruption Regulations that they know during its activity.

 

11.       Publication 

The publication of the Policy will be done both through its incorporation into the intranet and on the website of the Firm. 

Likewise, it will be delivered to employees, agents and suppliers, who must sign the certification which is in Annex A.

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