Anti-Bribery and anti-corruption code of conduct.

Table of contents

INTRO

Elogicus Osaühing (here: Elogicus)
ANTI-BRIBERY AND ANTICORRUPTION CODE OF CONDUCT
Elogicus policy is to comply with any legislation concerning bribery and corruption in all the countries Elogicus operates unless more strict regulations are in place.

The purpose of this code of conduct is to set out the values, principles and responsibilities Elogicus adheres to and expects from all employees and affiliated parties representing company with regard to bribery or corruption.
All management board members and employees are required to comply with this code.

Compliance with this code is a mandatory requirement.

PROHIBITION OF BRIBERY AND CORRUPTION

Elogicus does not participate in any form or bribery or corruption.

It is company policy to comply with all laws, rules and regulations governing bribery and corruption in all the countries in which company does business.

Elogicus will deal with any instance of suspected bribery or corruption seriously. Any actual instance will result in disciplinary action against those involved, up to and including termination of employment or contract, and reporting of those persons to relevant regulatory and criminal authorities. Elogicus will support those authorities in any prosecution brought against those persons. Elogicus operates a zero-tolerance policy toward bribery and corruption.

This policy extends to all operations in any countries Elogicus and/or subsidiaries and associates operate. Local custom and practice are never a justification to depart from this policy.

Nobody will ever be penalized for compliance with these policies and procedures, even if Elogicus loses business or money as a result. If anyone has concerns or suspicions about somenone’s conduct or instances where there may be non-compliance with these policies, it’s important to report them quickly to allow those concerns and suspicions to be promptly investigated and responded to.

Everyone must take personal responsibility for abiding with this policy. This includes company’s leadership.

If anyone has such suspicions and they aren’t reported, disciplinary action up to and including termination of employment can be taken.
Elogicus will routinely assess the risks of becoming embroiled in bribery and corrupt practices. Based on such assessments actions will be taken.

If any instance of bribery or corruption is identified, Elogicus will take remedial and disciplinary steps immediately. For the avoidance of doubt, if bribery or corruption is established, Elogicus will seek legal advice with a view to dismissing any employee involved and company’s responsibilities to refer such matters to the authorities for them to deal with under law.

Elogicus prohibits bribery and corruption in any form, whether direct or indirect, including through agents, partners and other intermediaries.
Bribery is the offering, promising, giving or accepting of any undue monetary or other advantage to or by another person such as but not limited to:

• a public official, at national, local or international level;
• a political party, party official or candidate; and
• a director, officer, employee or agent of another organization or an individual in order to obtain or retain a business or other advantage other than by legitimate and proper means.

Corruption includes solicitation of a bribe, whether or not coupled with a threat if the demand is refused.

Elogicus presumes that any ‘kick back’ (in cash or in kind) to government officials or to employees of the other contracting party is a bribe.

Elogicus also presumes that the engagement of intermediaries such as agents, subcontractors, consultants or other third parties, to channel payments to government officials, or to employees of the other contracting party, their relatives, friends or business associates is a bribe.

Any payment or other advantage made to any person who is not fully and properly recorded in the terms of the contract by which company does business with them shall be presumed to be a bribe.

No Elogicus employee will ever suffer demotion, penalty, or other adverse consequences for refusing to pay bribes even if such refusal may result in Elogicus losing business.

SCOPE

Every employee and every person associated with Elogicus business is covered by this Code of Conduct and Anti-Bribery Program.

Universal application

This policy applies to all of Elogicus business units and extends to all majority owned business dealings and transactions in all countries in which Elogicus or its subsidiaries and associates do business. This policy applies in all countries in the world regardless of local practice and custom unless more strict regulations are in place.

This policy applies to all staff, officers, directors, and employees (including contractors and temporary workers) in company’s business worldwide. It applies to agents, partners, resellers, distributors, contractors, and other intermediaries acting on company’s behalf or representing Elogicus. All activities carried out on behalf of Elogicus must be compliant with this policy regardless of local laws or culture.

Elogicus operates a policy of individual accountability. Everyone is accountable for compliance with this policy.

Agents, Distributors, Consultants and Other Third Parties

Whenever Elogicus engages or retains an agent, partner, reseller, distributor, marketing consultant or other third party in connection with any business being sought, company will investigate to determine the reputation, beneficial ownership, professional capability and experience, financial standing and credibility of such person and the record of such person's adherence to applicable laws in Estonia and other countries.

Any concerns that such investigation may bring to light must be reported to Management Board Member.

After Elogicus engages with a third party, everyone has a responsibility to continue monitoring on-going activities and to report concerns to Management Board Member. If there is a reasonable suspicion that a contravention of this policy has been, is being or may be made everyone must report it to Management Board Member and in appropriate circumstances prevent the payment or promise of payment from occurring.

Joint Ventures

Similarly, whenever Elogicus decides to undertake business with a joint venture partner, company will conduct a review of the prospective joint venture partner or partners in order to determine the reputation, beneficial ownership, professional capability and experience, financial standing and credibility of the prospective joint venture partner and the history of such prospective joint venture partner's compliance with the Estonian anti-bribery and corruption provisions which are laid down in Division 2 of Chapter 17 (breach of duty to maintain integrity) and Division 9 of Chapter 21 (corruption offences in private sector) of the Estonian Criminal Code as well as the anti-bribing and corruption practices involving EU and other foreign public officials and judges which are penalized by the European Union Anti-Corruption Act respectively and related laws and regulations.

Contract procedures

Persons or entities who provide goods or services to Elogicus or on company’s behalf must meet Elogicus standards and abide by company’s policies and codes of conduct with regard to bribery and corruption or else they should expect to have their contracts terminated and Elogicus will actively seek to recover any losses company may suffer as a result.

Elogicus has developed standard form clauses for inclusion in contracts dealing with bribery and corruption which, in essence, enable to terminate contracts if bribery is established. Unless otherwise approved in writing by Elogicus Legal Department, all contracts with partners, resellers, distributors, consultants, and other third parties must include standard anti-bribery clauses.

Disciplinary procedure

Failure to comply with this policy will be grounds for termination or other disciplinary action. Any questions concerning this policy may be addressed to Management Board Member.

Administration of the Policy and Code

A a dedicated Nominee from the legal department will conduct the day-to-day administration and enforcement of this code and policy. Elogicus management board retains the ultimate responsibility for ensuring that company complies with the zero-tolerance approach to bribery and corruption.

Employees, joint-venture partners, contractors, agents and other intermediaries representing Elogicus are encouraged to raise concerns about any instance of malpractice at the earliest possible stage. Elogicus ‘whistleblowing’ policy may be relevant and is drawn to your attention.

Failure to so report is a disciplinary matter and will be dealt with accordingly. Disciplinary action may include the immediate termination of employment or of any business agreement or relationship.

Any form of discrimination, retribution or retaliation against anyone who has, in good faith, reported a possible violation of this policy or refused to participate in activities that violate this policy is prohibited and will be treated as a serious disciplinary matter.
Elogicus management board will review the implementation of this policy to test its adequacy and effectiveness from time to time and shall make improvements as appropriate.

RESPONSIBILITY

Everyone must take individual responsibility for complying with this code.
Each employee of Elogicus must read, be familiar with, and strictly comply with this policy which shall be available on-line. Training on all applicable laws and regulations shall be compulsory upon joining the organization and from time to time by way of refresher and up-date.

Laws, regulations and contractual requirements are subject to change, which could require revision to this policy. All personnel to which this policy is applicable shall keep themselves current with any such changes and shall comply with such changes regardless of whether or not the changes have been incorporated into any given version of this policy.

RAISING CONCERNS AND SEEKING GUIDANCE

Elogicus expects everyone to report suspicious activity without delay and without apprehension.

Elogicus knows that company’s staff and representatives are not experts in the law and this code is designed to help you recognize situations that might be of concern.
This code requires to raise concerns promptly if anyone has a sense that something unethical or untoward is going on involving Elogicus business. If someone tries to look the other way so as to avoid being witness to bribery or corruption, he or she may find himself or herself in contravention of this code and the law.

Failure to report a concern may result in the termination of employment. You may do so in accordance with the Whistleblowing Procedures set out below in order to preserve your anonymity. If anyone is unsure what to do or has doubts but does not want to get oneself or anyone else into trouble, he or she should notify Management Board Member who will consult on a confidential basis.

It is always better to notify concerns rather than keep them to oneself. If there is an innocent explanation, then this can be established by Management Board Member.
If anyone is offered a financial or other advantage or if anyone suspects that someone within Elogicus is or is about to offer an improper financial or other advantage, he or she MUST report this to Management Board Member without delay.