with Minutes of the General Meeting of Members of
MARVEL KAZAKHSTAN LLP
dated October 29, 2015
I. GENERAL PROVISIONS
1.1. The following terms and definitions are used in this Policy:
Company Anti-Corruption Commission
Law of the Republic of Kazakhstan No. 267-I «On Fighting Corruption» dated July 2, 1998
MARVEL KAZAKHSTAN LLP
abuse of the official position in the Company, bribery, acceptance of bribe, abuse of powers, corrupt business practices, unofficial financial inducement of contracting parties of the Company or persons influencing actions of the Company's contracting parties or management bodies so that such contracting parties will take decisions beneficial for the inducing person, or other illegal use of official powers by a natural person contrary to legal interests of the Company, society and state in order to receive benefits in a form of money, values, other property or property services, other property rights or benefits for itself or third parties, or illegal provision of such benefit to the given person by other natural persons.
CoAO of the RK
Code of the Republic of Kazakhstan on Administrative Offences No. 235-V dated July 5, 2014
Law Enforcement Bodies
internal affairs and national security bodies, the prosecutor's office, the tax service, the customs service, the military police, the Frontier Service of the National Security Committee of the Republic of Kazakhstan as well as the Agency of the Republic of Kazakhstan for Civil Service Affairs and Fighting Corruption
CC of the RK
Criminal Code of the Republic of Kazakhstan No. 226-V dated July 3, 2014
1.2. This anti-corruption policy (hereinafter referred to as the “Policy”) defines fundamental principles for behavior and liability with regard to corrupt practices of the Company's staff, contracting parties and other persons associated with activity of the Company.
1.3. The Company shall fight corruption in the following manners:
— corruption prevention, including identification and elimination of corruption causes (corruption prevention, mailout of informative legal materials to the Company's staff);
— reveal, prevention, constraint, disclosure and investigation of corrupt practices inside the Company by the CACC (fighting corruption inside the Company);
— development of measures to reduce and/or eliminate consequences of corrupt practices inside the Company.
1.4. Corrupt practices in any form may not be approved, encouraged or financed by the Company.
1.5. Each employee of the Company regardless of the position held shall notify the chairman of the CACC or the Director General of the Company of any corrupt practices. This notice shall be executed as a reporting notice to the respective person authorized to consider it. When this notice is received by the Director General, the latter shall immediately send it to the CACC.
1.6. The Company's staff shall be notified by heads of subdivisions that corrupt practices result in holding the natural person who has committed such practices disciplinary, criminally as well as civilly liable under the applicable laws of the Republic of Kazakhstan.
1.7. Consideration which is officially paid to any persons in connection with commercial interests of the Company, unless these persons are forbidden to receive such consideration under the laws or their contractual obligations, may not be recognized as corruption.
1.8. The Director General and/or heads of subdivisions of the Company may not give staff instructions aimed at corrupt practices.
1.9. The Company's staff may not make corrupt offers to representatives of contracting parties or regulatory authorities.
II. ESTABLISHMENT AND OPERATION PROCEDURE OF THE ANTI-CORRUPTION COMMISSION
2.1. Corrupt practices shall be investigated by the CACC established with the order of the Director General of the Company working on a permanent basis.
2.2. CACC members shall elect a Chairman of the commission for not more than three (3) years. CACC members may re-elect the Chairman of the commission before his or her authorities expire.
2.3. The CACC shall include:
— Director General and/or his or her deputy;
— Chief Accountant and/or his or her deputy;
— Heads of subdivisions of the Company.
The CACC may also include other persons out of the Company's staff or founders.
The CACC may not include a person suspected of corrupt practices. If a CACC member is suspected of corrupt practices, he or she shall be expelled from the CACC for investigation of such person's actions constituting corrupt practices (acts of corruption).
2.4. The total quantity of CACC members is unlimited, but it shall be uneven.
2.5. CACC decisions shall be taken by general vote. CACC decisions shall be taken by ordinary resolution. A CACC member may not avoid voting and assume neutral attitude.
2.6. CACC authorities:
— to regularly mail out informative legal materials to the Company's staff;
— to receive notices of corrupt practices from the Company's staff;
— to investigate corrupt practices and take measures to reduce them to the maximum extent, identify and eliminate their causes;
— take decisions on holding people suspected of corrupt practices disciplinary liable and transfer its decision to the Director General of the Company to be executed;
— take decisions on notifying the Law Enforcement Bodies of corrupt practices and providing the CACC opinion so that it will be decided by authorized bodies to initiate an administrative/criminal case with regard to the person suspected of having committed corrupt practices, or take decisions on the need to develop statements of claim to be filed to court in order to hold the person suspected of having committed corrupt practices civilly liable.
2.7. After notices of corrupt practices are considered, the CACC may take one of the following resolutions:
— on detecting elements of corrupt practices in actions of the employee/contracting party/other persons associated with activity of the Company;
— on absence of elements of corrupt practices in actions of the employee/contracting party/other persons associated with activity of the Company.
2.8. If the CACC takes a resolution on detecting elements of corrupt practices in actions of the employee/contracting party/other persons associated with activity of the Company, it shall be sent to relevant subdivisions of the Company and/or the Law Enforcement Bodies so that measures to hold the person liable under the Policy and laws of the Republic of Kazakhstan are taken.
III. LIABILITY FOR CORRUPT PRACTICES
3.1. A Company's employee shall notify the Director General or the chairman of the CACC of actions constituting corrupt practices which he or she has got to know while performing his or her duties. If this obligation is not fulfilled, the employee shall be held disciplinary, civilly, administratively or criminally liable under the applicable laws of the Republic of Kazakhstan.
3.2. Within its relations with the Law Enforcement Bodies the Company shall take exhaustive measures to constrain and investigate corrupt practices associated with the Company or its staff.
3.3. Corrupt practices may serve as a basis for administrative or criminal liability under the articles of the CoAO of the RK (without limitation):
Article 676. Provision of the Illegal Material Consideration by Natural Persons.
Article 677. Receipt of the Illegal Material Consideration by the Person Authorized to Perform Public Functions or the Equated Person.
Article 678. Provision of the Illegal Material Consideration by Legal Entities.
Article 679. Illegal Business Activity and Gain of Illegal Income by Public Bodies and Local Self-Government Bodies.
Article 680.Failure of Heads of Public Bodies to Take Anti-Corruption Measures.
Article 681. Employment of People Who Have Committed Corrupt Practices.
or the CC of the RK (without limitation):
Article 190. Fraud.
Article 215. Pseudo-Entrepreneurship.
Article 218. Money Laundering.
Article 221. Monopolistic Activity.
Article 234. Economic Smuggling.
Article 253. Corrupt Business Practices.
Article 361. Abuse of Official Powers.
Article 364. Illegal Participation in Entrepreneurship.
Article 365. Hindering Legal Entrepreneurship.
Article 366. Acceptance of Bribe.
Article 367. Bribery.
Article 368. Mediation in Bribery.
Article 369. Forgery by an Official.
Article 370. Inaction by an Official.
Article 371. Negligence.
3.4. The Company's employee caught in corrupt practices shall be suspended from work, held civilly liable, and shall reimburse the Company for the losses incurred, including the ones associated with business reputational damage. The materials of such criminal offences shall be provided to the Law Enforcement Bodies for holding the employee liable under the laws of the Republic of Kazakhstan, and the employment agreement with such employee shall be terminated at the employer's initiative (on the basis of the judicial act).
3.5. If the persons being employees of the Company, the Company's contracting party, or a public official (when the state contract is being or has already been concluded) are held liable for having committed corrupt practices, the Company shall cooperate with investigation bodies and support the prosecution.
3.6. When corrupt practices committed by employees of the executive body (directors/the Director General) are found out, the Company shall notify each founder of the Company thereof.
IV. FINAL PROVISIONS
4.1. When contracts are concluded with contracting parties, the Company suggests including the anti-corruption agreement text therein: «Each party hereby assumes an obligation not to apply corrupt influence methods in relations with the other contracting party. Corrupt methods mean actions of the contracting party in a form of material consideration given to any persons influencing the other contracting party taken to induce the other contracting party to take a decision for the benefit of the contracting party.»
4.2. When making deals with contracting parties, the Company shall notify them of clauses 3.5 and 4.1 of the Policy.
4.3. All Company's staff shall comply with this Policy.
4.4. This Policy shall be updated under the applicable laws of the Republic of Kazakhstan as business processes develop and change. All amendments and supplements made to the Policy shall be agreed upon and approved as prescribed.
4.5. Issues which are not directly covered by the Policy shall be governed by the laws of the Republic of Kazakhstan and relevant by-laws of the Company.
4.6. This policy shall come into force on the day of being approved by the General Meeting of Members of the Company.