1. General provisions
1.1. This Policy defines the goals, key principles and measures for preventing corruption and complying with the requirements of anti-corruption laws at ACRA.
1.2. This Policy has been created to effectively prevent corruption at ACRA.
1.3. This Policy has been developed in compliance with Russian law taking into account standards of international anti-corruption law, ACRA’s Code of Ethics and Professional Conduct of ACRA, and best global practices.
1.4. This Policy is mandatory for all employees and Governing Bodies of ACRA.
1.5. The approaches described in this Policy are recommended for use by ACRA’s subsidiaries. The participants of the group shall develop their own anti-corruption documents according to the principles and standards herein and applicable law.
1.6. ACRA strives to ensure that Third Parties adhere to the principles of this Policy and makes reasonable efforts to achieve this.
1.7. This Policy shall be published on ACRA’s website within three business days after its approval in order to inform all interested parties about ACRA’s adherence to the law and commitment to high ethical standards in business relations and intolerance to corruption in any of its forms.
2. Terms and definitions
2.1. ACRA — the Analytical Credit Rating Agency (Joint-Stock Company).
2.2. Analytical Unit — a set of structural divisions of ACRA, the main tasks of whose employees include conducting Rating Analysis, as well as preparing macroeconomic and industry studies and forecasts.
2.3. Close Relatives — for the Purposes of this Policy, they include spouses, children, parents, brothers, and sisters.
2.4. CEO — an employee of ACRA who is vested with the powers of the sole executive body.
2.5. Law on Rating Agencies — Federal Law No. 222-FZ dated July 13, 2015 “On the Activities of Credit Rating Agencies in the Russian Federation, On the Amendment to Article 76.1 of the Federal Law ‘On the Central Bank of the Russian Federation (Bank of Russia)’ and the invalidation of certain provisions of legal acts of the Russian Federation”.
2.6. Conflict of Interest — a situation when the interests (direct or indirect) of ACRA, its shareholders, Rating Analysts, other ACRA employees and persons exercising control over or having a significant influence on ACRA, may adversely affect ACRA’s independence or objectiveness (including the assignment of Credit Ratings or their outlooks) and entail other negative consequences for credit rating users, including lenders and investors, ACRA, its employees and/or Rated Entities.
2.7. Corruption — abuse of office, giving a bribe, accepting a bribe, abuse of authority, commercial bribery or other illegal use by an ACRA employee of his/her official position contrary to the legitimate interests of society and the state in order to obtain benefits in the form of money, valuables, other property or services of a property nature, other property rights for oneself or for third parties, including on behalf of or in the interests of ACRA, or illegal provision of such benefits to an ACRA employee by other individuals.
2.8. Corruption Risk — the possibility of an ACRA employee or other persons committing a corruption offense on behalf of or in the interests of ACRA.
2.9. Credit Rating — ACRA’s opinion on the ability of a Rated Entity to meet its financial obligations (creditworthiness, financial reliability, and financial stability) and/or on the credit risk of its specific financial obligations or instruments expressed through a rating category.
2.10. Personal Gain – the interest of an ACRA employee and/or their Close Relatives in receiving benefits and advantages. Career growth and expressions of gratitude are not considered to be personal gain.
2.11. Material Gain – economic benefit in cash or in kind, which can be estimated and defined as income in accordance with the tax legislation of the Russian Federation.
2.12. Governing Bodies – ACRA’s general meeting of shareholders, Board of Directors, and CEO.
2.13. Rating Analyst – an employee of ACRA’s Analytical Unit who carries out analytical functions necessary for performing Rating Actions.
2.14. Rated Entity – a legal entity or a public-law entity whose ability to meet its financial obligations (creditworthiness, financial reliability, and financial stability) is assessed, directly or indirectly, in a Credit Rating.
2.15. Reputational Risk – the risk of losses due to the formation of a negative perception among clients, counterparties and other interested parties of the financial stability and financial position of ACRA, and the quality of services provided or the nature of ACRA’s activities in general.
2.16. Compliance and Internal Control Service (CICS) – an ACRA division exercising internal control functions in accordance with the Law on Rating Agencies and the relevant regulations of the Bank of Russia.
2.17. Third Parties – any individuals or legal entities with whom ACRA interacts in the course of carrying out its activities.
3. Anti-corruption culture
3.1. Basic rules
ACRA adheres to a principle of zero tolerance for Corruption and undertakes to demonstrate honesty and professionalism in its activities, as well as to implement effective methods to combat Corruption.
3.2. Guarantees
3.2.1. ACRA’s Governing Bodies shall not criticize and do not apply sanctions and disciplinary penalties to ACRA employees for any loss of profit that results from adhering to this Policy.
3.2.2. There shall be no negative consequences for ACRA employees who inform the Governing Bodies about a violation or suspected violation of this Policy
4. Main goals and tasks of anti-corruption policy
4.1. The main goals of ACRA’s anti-corruption policy are:
4.1.1. Eliminating the reasons for the development and formation of conditions for the existence of corruption at ACRA.
4.1.2. Ensuring the compliance of ACRA’s activities with the requirements of Russian anti- corruption legislation, taking into account the norms of international legislation and high ethical standards.
4.1.3. Minimizing the risk of ACRA and its employees getting involved in corrupt activities
4.2. To achieve the abovementioned goals, the following tasks have been established:
4.2.1. Determine the responsibilities of employees related to counteracting and preventing corruption;
4.2.2. Establish a list of anti-corruption measures carried out by ACRA and the procedure for implementing them;
4.2.3. Establish the responsibility of ACRA employees for failure to comply with the requirements of this Policy.
5. Principles
Prevention of corruption at ACRA is based on the following key principles:
5.1. Legality
Compliance of this Policy and the implemented anti-corruption measures with the requirements of the legislation of the Russian Federation and generally accepted norms, taking into account the norms of international anti-corruption legislation, the provisions of the ACRA’s Code of Ethics, and best global practices.
5.2. Leading by example
ACRA’s management plays a key role in the cultivation of anti-corruption culture and strives to uphold, in its actions, high ethical standards in terms of zero tolerance for all forms of corruption.
5.3. Proportionality of anti-corruption measures to the risk of corruption
Development and implementation of a set of measures aimed at reducing the probability of ACRA, its Governing Bodies and employees getting involved in corrupt activities, which is carried out taking into account current or potential corruption risks that are inherent in all types of ACRA’s activities.
5.4. Inevitability of responsibility for committing corruption offenses
The inevitability of sanctions being imposed on ACRA employees regardless of the position they occupy, tenure at the company and other conditions if they commit corruption offences when performing their job duties, as well as personal responsibility of ACRA’s senior management for the implementation of the measures stipulated by this Policy.
5.5. Transparency
Informing clients, counterparties and the public about ACRA’s anti-corruption standards.
5.6. Continuous control and regular monitoring
Conducting regular monitoring of the effectiveness of the implemented anti-corruption measures and control over their implementation.
6. Acts of corruption
6.1. In accordance with the provisions of applicable anti-corruption legislation, acts of corruption are the actions specified in Clause 6.2. of this Policy committed:
6.1.1. In relation to ACRA or on behalf of or in the interests of ACRA in relation to Third Parties, including state and municipal bodies and their employees, the Bank of Russia and its employees, other legal entities, their employees and management bodies;
6.1.2. Directly or indirectly;
6.1.3. Personally or via intermediaries;
6.1.4. Regardless of their goal, including simplification of administrative and other procedures and securing competitive and other advantages;
6.1.5. In any form, including giving/receiving money, valuables, other property and property-related services, as well as other property rights
6.2. Acts of corruption include:
6.2.1. Giving bribes – an offer or promise to provide a bribe in exchange for the performance of an action by any person, or inaction of a person in favor of the bribe-giver or the persons represented by them, if such actions (inaction) are part of the official powers of the bribe- receiver and/or if the bribe-receiver can facilitate such actions (inaction) and/or fulfill their official duties in an improper manner.
6.2.2. Receiving bribes – receipt or consent to receive a bribe in exchange for the performance by any person of actions or inaction of any person in favor of the bribe-giver or the persons represented by them, if such actions (inaction) are part of the official powers of the bribe- receiver and/or if the bribe-receiver can facilitate such actions (inaction) and/or perform their official duties in an improper manner.
6.2.3. Bribery mediation – the direct transfer of a bribe on behalf of the bribe-giver and the bribe- receiver, or rendering other assistance to the bribe-giver and/or the bribe-receiver in reaching or implementing an agreement on giving or receiving a bribe.
6.2.4. Commercial bribery:
— Illegal transfer of money, other property to a person performing managerial functions in a commercial or other organization, as well as illegal provision of property-related services (including when, on the instructions of such a person, property is transferred or services are provided to another individual or legal entity) for performing actions (inaction) in the interests of the bribe-giver or other persons, if the indicated actions are included in the official powers of such a person or if, due to their official position, they can facilitate the indicated actions.
— Illegal receipt of money, other property, as well as illegal use of property-related services by a person performing managerial functions in a commercial or other organization (including when, on the instructions of such a person, property is used by or services are provided to another individual or legal entity) in exchange for the performance of actions (inaction) in the interest of the bribe-giver or other persons if the aforementioned actions are part of the official powers of the bribe-receiver or if, due to their official position, they can facilitate the indicated actions.
6.2.5. Commercial bribery mediation – the direct transfer of a commercial bribe (illegal gratification) on behalf of the commercial bribe-giver or the commercial bribe-receiver, or rendering other assistance to the bribe-giver and/or the bribe-receiver in reaching or implementing an agreement on giving or receiving a major commercial bribe.
6.2.6. Bribery of foreign officials – providing or promising to provide any financial or other benefit/advantage to a foreign official in order to influence the performance of their official duties to secure competitive or other advantages.
6.2.7. Abuse of authority – the use by a person performing managerial functions in a commercial organization of their powers contrary to the legitimate interests of the organization and in order to derive benefits and advantages for themselves or for others.
6.2.8. Other unlawful use of official position or powers contrary to the legal interests of ACRA and/or society and/or the state in order to obtain financial or other benefits or advantages.
7. Main functions of ACRA’s anti-corruption management and internal control bodies
7.1. The Board of Directors exercises general control over compliance with the anti-corruption policy at ACRA.
7.2. The CEO ensures prompt and effective resolution of issues arising in the anti-corruption system.
7.3. The CICS:
— Participates in developing internal anti-corruption regulations;
— Controls the implementation of measures to implement anti-corruption procedures;
— Initiates and carries out anti-corruption checks;
— Has the right to participate in meetings of collegial bodies considering procurement, sponsorship, and charitable projects (without voting);
— Reviews gifts and hospitality expenses in contentious situations;
— Develops training materials and advises ACRA employees on the prevention of corruption;
— Identifies potential areas where conflicts of interest may arise and employs measures to manage them.
7.4. All employees, regardless of position, must:
— Strictly comply with the requirements of anti-corruption legislation, this Policy, the Policy on Management of Conflicts of Interest, the Code of Ethics, and the Policy on Personal Holding and Trade of Securities by ACRA Employees;
— Refrain from carrying out and/or participating in acts of corruption;
— Refrain from behaving in a manner which may be interpreted as willingness to carry out or participate in acts of corruption;
— Immediately inform their immediate supervisor and the CICS about acts of corruption committed by other ACRA employees;
— Immediately inform their immediate supervisor and the CICS about cases where attempts are made to persuade an employee to commit acts of corruption.
8. ACRA’s policy with regard to gifts and participation in events
8.1. ACRA employees are prohibited from offering, promising, giving, providing, demanding, asking for, and accepting any gifts if they:
— Are directly or indirectly intended to influence decision-making affecting the improvement of conditions, expansion, optimization or maintenance of ACRA’s activities, or obtaining any advantage or benefit for ACRA, if without these actions the occurrence of these favorable consequences for ACRA is unlikely;
— Do not comply with legislation and/or ACRA’s internal documents;
— Create Reputational Risk or other risks for ACRA and/or ACRA employees in the event that information about such gifts is disclosed;
— Are cash or non-cash payments, securities, precious metals or other types or equivalents of money and/or luxury items;
— Are not reasonable in terms of subject matter, cost and specific case.
8.2. If an ACRA employee discovers an action that has been carried out/is planned to be carried out by said employee/another ACRA employee or a Third Party, and the ACRA employee believes/has reason to believe that this has led to/may lead to violation of Clause 8.1. herein, the ACRA employee must inform the CICS.
8.3. Employees of the Analytical Unit, Methodology Group, Compliance and Internal Control Service, employees responsible for business development and issues regarding the functioning of ACRA, regardless of their position, are not allowed to accept gifts worth more than three thousand rubles (in the form of services, money or other property) from a Rated Entity or any persons with whom ACRA has a business relationship.
8.4. If ACRA becomes aware that a Rating Analyst has received gifts from a Rated Entity or an entity that controls or exerts significant influence over a Rated Entity, within a month ACRA shall audit the actions of the Rating Analyst which were carried out three months prior to and three months after receiving the gifts and could influence Credit Ratings or Credit Rating outlooks.
8.5. If ACRA identifies grounds for revising a Credit Rating or its outlook, then it shall take appropriate actions in relation to the Credit Rating or outlook in the manner prescribed by ACRA’s internal documents.
8.6. When receiving/planning to receive a gift from a Third Party which appears to be worth more than three thousand rubles, and also if it becomes evident that other employees have received/planned to receive such gifts, employees of the divisions specified in Clause 8.3. of this Policy must to notify the CICS about this fact.
8.7. If the gift does not meet the requirements of this Policy, it must be returned to the giver, donated to charity or destroyed, and these actions must be documented by a statement. The employee who receives the gift must inform the giver about this Policy and request that such gifts are not given in the future.
8.8. The CICS maintains a register of gifts received by ACRA employees, which contains a description of the gifts, and documents the givers, receivers, approximate values, reasons for the gifts and their compliance with this Policy.
8.9. Employees of the Analytical Unit are prohibited from participating in business and (or) entertainment activities if a Third Party pays for their participation, with the exception of the following: (1) the sponsor of the conference or other business event pays for the employee of the Analytical Unit to attend as a participant of a panel discussion, moderator or speaker; (2) a Third Party pays the expenses of the Analytical Unit employee under a contract which has been approved by ACRA.
8.10. All ACRA employee are entitled to take part in any public and free business events.
8.11. ACRA employees who are not part of the Analytical Unit are entitled to take part in business events, including if their participation is paid for by a Third Party.
9. Participation in charity and sponsorship
9.1. ACRA does not finance charity projects and does not provide sponsorship in order to influence the adoption by the state, public organizations or other persons of decisions affecting the expansion, improvement of conditions, expansion, optimization or maintenance of ACRA’s activities or in order to obtain commercial advantages.
9.2. Charity and sponsorship activities of ACRA and participation in the performance of projects in the area of social responsibility takes place according to decisions of the senior management and within the established budget.
9.3. The CICS controls the use of funds for the aforementioned purposes as part of its efforts to prevent corruption.
10. Participation in political activity
10.1. ACRA does not finance political parties, organizations, or movements.
10.2. ACRA employees are entitled to participate in political life in their free time on the condition that this does not result in Conflicts of Interest.
11. Measures to prevent corruption
11.1. ACRA carries out activities in the following areas to implement its anti-corruption policy:
11.1.1. Regulatory and methodological support
ACRA develops internal documents in the field of preventing corruption, and also ensures that relevant clauses are included in internal regulations governing ACRA’s activities, including the Code of Ethics, the Policy on Management of Conflicts of Interest, and others.
11.1.2. Development and introduction of special anti-corruption procedures:
— Procedures according to which ACRA employees can report that they are being persuaded to commit acts of corruption and the procedure for reviewing such messages, including the creation of accessible channels for transmitting information;
— Procedures according to which ACRA employees can report information on the committing of acts of corruption by other ACRA employees or Third Parties;
— Procedures according to which employees can report Conflicts of Interest and the method for managing these conflicts.
11.1.3. Training and informing employees
— ACRA employees are request to sign to confirm they have familiarized themselves with ACRA’s anti-corruption regulations;
— Holding anti-corruption training events;
— Advising employees on their questions with regard to application of and adherence to anti- corruption standards and procedures.
11.1.4. Informing interested parties about zero tolerance for corruption
— Including anti-corruption clauses in contracts signed by ACRA;
— Publishing this Policy on ACRA’s official website.
11.1.5. Checking counterparties
ACRA may implement measures aimed at preventing and combating corruption in the framework of its interaction with counterparties.
12. Familiarization with the Policy
12.1. New ACRA employees must familiarize themselves with this Policy no later than 10 business days after they are hired.
12.2. All ACRA employees are required to review on an annual basis the latest version of this Policy and then sign to confirm this in order to maintain a sufficient level of awareness and corporate culture
13. Responsibility for violating this Policy
13.1. Regardless of position, all ACRA employees who violate Russian anti-corruption law, as well as this Policy may be subject to disciplinary, administrative, civil, or criminal liability at the initiative of ACRA, law enforcement agencies or other parties according to the procedure and on the grounds stipulated by anti-corruption law, ACRA’s internal documents, and labor contracts.
13.2. If there are reasonable grounds to suspect that acts of corruption have been committed, audits may be carried out according to the procedure established by ACRA’s internal documents and within the framework of the law.
13.3. ACRA retains the right to file civil lawsuits against anyone who violates this Policy if this violation results in damage to ACRA.
13.4. ACRA reserves the right to apply to law enforcement agencies with a statement requesting that a person be subjected to administrative or criminal liability if their actions or inaction reveal signs of an administrative offense or a criminal offense
14. final provisions
14.1. Any changes or additions to this Policy shall be documented in writing and agreed according to the procedure set out in ACRA’s Procedure for Approving Documents and approved by ACRA’s Board of Directors.
14.2. Deviations from the requirements of this Policy that lead to violations of regulations of the Russian Federation and the requirements of the Bank of Russia are not allowed. If, as a result of changes in the legislation of the Russian Federation or by-laws of the Bank of Russia, certain clauses of this Policy contradict them, such clauses of the Policy shall cease to be valid, and until changes are made to the relevant part, ACRA employees shall be guided by the legislation of the Russian Federation.
14.3. This Policy shall come into force when it is approved by ACRA’s Board of Directors and shall be valid until it is replaced by an updated version of the Policy or other document.
14.4. This Policy shall be revised if and when it is necessary to makes changes to it.
