The General Manager of Company (“ACME SOLUTIONS” or the “Company”) is responsible for determining the business strategy and approving the general policies of the Company, as well as providing oversight for its internal control framework. In the fulfilment of these responsibilities and consistent with the ACME SOLUTIONS Code of Ethics (Internal Regulations) and Conduct, and with the Mission, Vision and Values of the ACME SOLUTIONS and its ethics and compliance culture, it has approved this Due Diligence Policy (the “Policy”).
This Due Diligence Policy is part of ACME SOLUTIONS’s governance system and is intended to define the procedures and actions that must be followed by director and Employees of the Company, as well as Third Parties with whom the Company has business relationships, in the compliance with applicable laws and regulations governing International Sanctions and embargoes, international trade and/or in all relevant areas of the Company.
3. SCOPE AND APPLICABILITY
This Policy is applicable to all directors, managers and Employees of ACME SOLUTIONS. In companies where ACME SOLUTIONS has a non-controlling interest and which are not subsidiaries of the ACME SOLUTIONS, ACME SOLUTIONS’s representatives in such investee companies shall make every reasonable effort to ensure that they adopt standards and principles that are consistent with those contained in this Policy.
ACME SOLUTIONS expects and endeavors to encourage its business Partners to develop and implement ethics programs and standards that are aligned with ours. In cases where ACME SOLUTIONS believes that such parties have failed to comply with our policies or their contractual commitments, it reserves itself the right to take the appropriate actions.
4. COMMITMENTS AND GUIDING PRINCIPLES
4.1 GENERAL COMMITMENTS AND PRINCIPLES
ACME SOLUTIONS is firmly committed to fostering and supporting a preventive culture based on the principle of zero tolerance for any type of wrongdoing or misconduct and to maintaining the highest standards of ethical and responsible behaviour by all professionals, regardless of their position and the country where they work. All ACME SOLUTIONS Employees must obey the law and comply with related company policies, procedures and regulations.
As part of its endeavour to build a culture of prevention across the organization, ACME SOLUTIONS encourages all Employees of the Company to embed ethical considerations into their activities and decision-making, so that any conduct on the part of such persons is based on four principles: (i) that it is ethical; (ii) that it is lawful;(iii) that it is desirable for the Company; and (iv) that the person involved is willing to accept responsibility and accountability for his or her actions and decisions.
ACME SOLUTIONS will highly scrutinize any potential commercial or financial transactions with any individuals, organizations or countries under prevailing International Sanctions applicable to the transaction involved. To the extent ACME SOLUTIONS proceeds with those transactions, it will make the necessary disclosures required by law.
ACME SOLUTIONS Employees involved in commercial or financial transactions must understand and comply with the trade regulations and restrictions applicable in the countries and jurisdictions where the ACME SOLUTIONS conducts its businesses or acquires goods and services. Persons in charge or involved in the transaction should seek guidance from the Legal Advisers from the very start of any discussions and always before signing a MOU; whenever the transaction involves a country, entity or individual subject to International Sanctions, the Ethics & Compliance responsible must be duly notified. Trade restrictions are constantly changing and the laws applicable to different jurisdictions may clash. To avoid problems, consult with the Legal Advisers on the applicable laws and regulations for each jurisdiction.
ACME SOLUTIONS Employees have a duty and obligation to willingly cooperate with any investigations or audits carried out and voluntarily provide all available information related to any transactions (whether executed or not). Failure to cooperate with an investigation, or to withhold relevant information for an investigation or provide false, incomplete or misleading information, may result in disciplinary action.
ACME SOLUTIONS Employees have a duty and obligation to promptly report any actual or suspected violations of trade laws and International Sanctions laws to the Legal Advisers or to the General Manger which is responsible for Ethics & Compliance.
ACME SOLUTIONS shall endeavour to create an open, honest, fair and transparent environment within the organization, integrating the various systems developed to prevent criminal offenses and maintaining appropriate internal channels for reporting potential violations and misconduct, including the Ethics & Compliance and the Audit, enabling directors, Employees to submit concerns and complaints about any possible non-compliance with the Company’s governance system or any actual or suspected violations of applicable laws or the rules and standards of the Code of Ethics and Conduct.
4.2. COMMITMENTS ON INTERNATIONAL TRADE:
Third-Party Relationship Owners should consistently consider any international trade limitations and the risk of International Sanctions when assessing potential business opportunities. In particular, special care must be taken when engaging in commercial and financial transactions in foreign currency or that involve financial or banking entities and in commercial or financial transactions.
Third-Party Relationship Owners shall obtain all the required licenses and documents for each particular transaction before exporting or re-exporting products or technology.
Third-Party Relationship Owners shall conduct thorough and comprehensive “Know Your Third Party” Due Diligence reviews on potential business Partners. This data collection should comply with the applicable data privacy laws of each country, and Romanian laws in particular.
Third-Party Relationship Owners shall properly screen all business Partners and counterparties and ask questions about Ultimate Beneficial Ownership before doing business with such parties, gathering as much information as possible on who they are, what they do, where they operate and how they use our products. The data collected to support Third Party Due Diligence, and the conclusions reached, should be properly documented and follow all applicable data privacy laws in each country, and be made available to the Compliance Operating Responsible if necessary.
ACME SOLUTIONS Employees should take precautions with collections or payments coming from or going to tax havens or to individuals who are or have been entrusted with prominent public functions and immediate family members or persons known to be close associates of such persons, defined as “Politically-Exposed Persons” (PEP), given that they pose a higher risk for potential involvement in bribery and corruption by virtue of their position and the influence that they may hold. Special care must be taken particularly when the currency of a transaction is the US dollar or when it involves the rendering of services that are difficult to trace. In these cases, the transaction should be notified to the General Manger which is responsible for Ethics & Compliance, submitting all the required supporting documents.
Based on the above, Third-Party Relationship Owner shall determine the risk of each counterparty or business Partner. When in doubt, consult with the Legal Advicers on the risk rating for each counterparty, which will determine the level and extent of the Due Diligence procedures that are required.
Third-Party Relationship Owners shall apply all the necessary and appropriate safeguards, following the Legal Advicers guidelines, based on the counterparty involved in the proposed transaction, including all necessary legal protection clauses and contractual safeguards. In any event, all contracts involving Third Parties in which the counterparty has been assigned at least a medium level risk shall be reviewed and approved by the Legal Advicers.
Third-Party Relationship Owners shall request an Extended or Enhanced Due Diligence report from the Internal Audit, Ethics & Compliance and Risk responsible whenever an initial review determines that a third party presents a medium or high risk, respectively.
Additionally if a third party has been classified as a high risk, the Internal Audit, Ethics & Compliance and Risk responsible may request, through such party’s commercial or financial Agent, further information including: Code of Ethics and Conduct together with their respective crime prevention, conflict of interest and payment control policies; the structure and reporting lines of their compliance unit; their executive and leadership training and communication programs in the above matters, etc. Third-Party Relationship Owners have a duty to work with the Corporate Risk Unit and are responsible any necessary assistance in collecting the information.
4.3. ANTI-MONEY LAUNDERING/ COUNTER-TERRORIST FINANCING COMMITMENTS:
1. ACME SOLUTIONS undertakes to avoid doing any kind of business with persons and/or entities whose aim or purpose may involve or be supportive of Money Laundering or Terrorist Financing and accordingly, upholds a policy of zero tolerance towards such practices.
2. ACME SOLUTIONS undertakes to comply with all tax regulations that are applicable to its activities and to ensure that this principle is observed by each and every one of its companies, acting in the best interest of society while seeking to achieve the Company’s long-term business objectives and at the same time, endeavoring to avoid tax risks or inefficiencies in the pursuit of its business and financial activities.
3. ACME SOLUTIONS cooperates with the competent tax authorities in identifying and combating fraudulent tax practices that may occur in the markets where it operates.
4. ACME SOLUTIONS conducts its businesses in compliance with all laws and regulations on Money Laundering and Terrorist Financing in force in the countries where it operates. ACME SOLUTIONS only does business with reputable Customers, Suppliers and Partners who engage in legitimate business activities using funds from legitimate sources.
5. ACME SOLUTIONS Employees who participate in or carry out commercial or financial transactions must be familiar with the Money Laundering and Terrorist Financing Laws applicable to the business and country where the transaction takes place.
6. ACME SOLUTIONS Employees should take particular care with regard to the following:
a) Payments where the ultimate beneficiary is not clearly identified.
b) Payments that are not specified in the corresponding contract or are made to Third Parties or bank accounts unrelated to the transaction.
c) Requests to receive payments urgently or ahead of schedule.
d) Unusual or unconventional arrangements for the transfers of funds coming from or going to countries with strict banking secrecy laws, weak anti-Money Laundering controls, tax havens or where corruption is known to be widespread.
e) Cash payments/collections and transfers that are not consistent with the counterparty’s normal business activities.
f) Payments that may be the result of splitting up a larger payment and are made to the same beneficiary and for the same purpose.
g) Payments that contain repeated or rounded-off amounts.
h) Transactions involving unusual or unconventional payment or settlement methods or parties or places unrelated to the transaction.
7. The Procurement responsible of ACME SOLUTIONS and the supply chain areas of each of the Business Units play a key role in the identification, certification and registration of Third Parties with whom we do business. Therefore, it is essential that all ACME SOLUTIONS Employees strictly abide by the relevant procedures. ACME SOLUTIONS prohibits entering into any commercial transactions with parties that have not been appropriately vetted by the Procurement responsible or that have been rejected as a result of review.
Each business unit shall be required to keep a single, complete and accurate record of all import/ export transactions, including purchase orders, contracts, invoices and payments that are detailed enough to provide sufficient information and understanding of the nature and purpose of each transaction. Such records, along with their supporting contracts, shall be available in particular, to the Legal Advicers and General Manger at all times.
6. OVERSIGHT, EVALUATION AND REVIEW
The Internal Audit, Ethics & Compliance and Risk responsible, shall oversee and monitor, on an ongoing basis, all activities related to this Policy to identify any risks or conduct that may be contrary to the contents of this Policy and the Code of Ethics and Conduct.
The Legal Advicer shall periodically review this Third-Party Due Diligence Policy, and submit recommendations to the General Manager regarding any amendments or revisions to the Policy as may be necessary or advisable to ensure that appropriate and effective controls are in place and working as intended to minimize the risks of fraud and corruption in ACME SOLUTIONS, taking into consideration the suggestions and input of the Ethics & Compliance responsible and ACME SOLUTIONS Employees.
Approves the risk register;
Coordinates the process of risk and opportunity analysis;
Manages records related to the risk management process;
8. CONTROL OF DOCUMENT
8.1 This procedure shall be reviewed every five years or whenever the need arises.
8.2 The follow-up of the implementation of the provisions of this procedure is led by the management of the organization.
8.3 The users of the procedure who notice inconsistencies in the content of the procedure, between procedures or between procedures and the way of carrying out the activity have the obligation to communicate them immediately to the management, which analyzes the solution.