Anti-corruption and Anti-bribery Compliance Policies

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Anti-corruption and Anti-bribery Compliance Policies

1. Objective

PARUMA S.A.S. is committed to upholding the highest ethical standards and complying with all local laws and regulations concerning anti-corruption and anti-bribery. As such, the legal representatives and top executives of the Company are issuing the following Compliance Policies for the prevention of transnational bribery.

The purpose of these policies is to set a framework for compliance with regulations to prevent the risks associated with transnational bribery for all partners, employees, and contractors engaged in activities for or on behalf of PARUMA S.A.S. This ensures that PARUMA S.A.S. aligns its activities with all applicable rules and regulations against corruption and transnational bribery. It should be noted that the Company maintains a zero-tolerance stance towards any behavior that could be considered bribery or in any way corrupt.

These Policies complement the Good Governance Code adopted by the Company in August 2018.

2. Scope

These Policies apply to top executives, associates, employees, and/or contractors of the Company. Contractors, in this context, refer to suppliers performing any activity on behalf or in representation of the Company and commercial agents. All individuals falling within the scope of these policies must acknowledge and accept their obligation to comply with the rules related to transnational bribery prevention, the Good Governance Code, and the contents of this document through written acknowledgment in accordance with their specific document, such as a commercial contract, employment agreement, or any document governing their legal relationship with the Company.

3. Relationship with Other Policies and Codes

These Policies complement and support the terms of the Good Governance Code.

4. Principles and Policy Statements

In line with the above, the following is adopted:

a) The values and principles framing PARUMA S.A.S.’s activities as per the Good Governance Code: Respect, Responsibility, Service, Humility, and Honesty.

b) It is the duty of PARUMA S.A.S., its management and control bodies, as well as the Company’s Representatives, to ensure compliance with these Policies and adhere to Anti-corruption and Anti-bribery Rules.

c) Ethical principles must take precedence over achieving PARUMA S.A.S.’s goals. It is paramount to foster a culture dedicated to applying and enforcing these Policies.

d) PARUMA S.A.S. strictly prohibits and penalizes any form of behavior related to bribery or corruption.

e) Any Employee, Top Executive, and/or Contractor who suspects or is aware of any corrupt or bribery-related behavior must report it to the Director. The Director will respond appropriately to these reports and suggest actions to be taken in line with the procedure established in this Policy.

f) If an Employee, Top Executive, and/or Contractor receives a bribe or a suspicious payment request from any internal or external individual or entity, they must immediately report it to the Director.

g) Any Employee, Top Executive, and/or Contractor of the Company who, in good faith, reports a violation of the Policy or any corrupt or bribery-related behavior will be protected against any form of retaliation.

h) The rules outlined in this Policy concerning mechanisms to prevent corruption or bribery are of mandatory compliance, to be observed in every act.

i) PARUMA S.A.S. will abstain from receiving or making donations that do not have a lawful purpose or are suspected of covering up corrupt or bribery activities, or to gain unfair advantages in PARUMA S.A.S.’s business. Donations will only be made to nonprofit entities.

j) PARUMA S.A.S. will conduct due diligence to have a proper understanding of potential suppliers or agents, especially their relationships with government entities or officials. The rules, objectives, and principles regarding the engagement of suppliers and agents, as outlined in the supplier registration procedure, will be applied.

k) PARUMA S.A.S. will monitor any suspicious transactions or activities that could reasonably lead to suspicion that suppliers or agents are using PARUMA S.A.S. to transfer, manage, exploit, or invest money or resources from criminal activities, as well as to engage in corrupt or bribery acts.

l) Employees, Top Executives, and/or Contractors of the Company acting on behalf or in the name of PARUMA S.A.S. are prohibited from concealing, altering, omitting, or misrepresenting accounting records to hide improper activities.

In compliance with the above, the Top Executives of PARUMA S.A.S. commit to:

i) Implement the aforementioned Policies.

ii) Take actions to promote the Company’s zero-tolerance policy towards Transnational Bribery.

Moreover, in order to control and supervise the Policies and Good Governance Code, PARUMA S.A.S. will conduct the following procedures:

i) Periodic Audits and Due Diligence.

ii) Surveys of Employees and Contractors to assess the effectiveness of the Policies.

5. Prohibition of Acts of Corruption and Bribery

What is bribery?

Bribery is the act of giving, offering, promising, requesting, or receiving anything of value in exchange for an undue benefit or improper advantage, or as consideration for performing or omitting an act inherent to a public or private function. This applies whether the offer, promise, or request is for oneself, a third party, or in the name of that person or a third party.

PARUMA S.A.S. strictly prohibits bribes in any form, including those paid directly or indirectly through a third party.

PARUMA S.A.S.’s prohibition against bribery includes “commercial bribery.” Commercial bribery generally means providing something of value to an intermediary (e.g., an employee of a client) without the knowledge of the client’s supervisor or employer, with the intent to unduly influence the company’s business conduct or gain an unfair commercial advantage.

  • Law 1778 of 2016

In accordance with Law 1778 of 2016, which establishes norms on the liability of legal entities for acts of transnational corruption and enacts other provisions on anti-corruption measures, the crime of transnational bribery occurs in the context of actions by employees, contractors, managers, or associates (whether their own or of any subsidiary legal entity) when they give, offer, or promise money, any pecuniary item, or other benefits in exchange for a foreign public servant’s performance, omission, or delay of acts related to their duties and in connection with an international business or transaction.

  • Law 1474 of 2011 of Colombia

Under Law 1474 of 2011, which aims to strengthen mechanisms for the prevention, investigation, and punishment of acts of corruption and the effectiveness of public management control, the crime of corruption occurs when a gift, offer, or grant of money, pecuniary item, or other benefit, either directly or indirectly, is given to a foreign public servant for the benefit of the public servant or a third party, with the purpose of influencing their actions or decisions related to an economic or commercial transaction.

The crime of private corruption occurs when a gift or benefit, either directly or through a proxy, is promised, offered, or granted to directors, administrators, employees, or advisors of a company, association, or foundation, unjustifiably benefiting an individual or a third party at the expense of the entity.

Additionally, the crime of disloyal administration occurs when an administrator, whether a de facto or legal administrator or partner of any established or forming company, manager, employee, or advisor, disposes fraudulently of the entity’s assets, or contracts obligations on behalf of the entity, directly causing an economically assessable damage to its partners.

According to the above, PARUMA S.A.S. and the Company’s Representatives are prohibited from performing or soliciting a third party for any benefit in exchange for performing or not performing an act inherent to their duties (e.g., requesting a reward or something of value from a private individual in exchange for awarding them a contract with the company, or when the private individual offers Company Representatives any form of benefit to influence their actions).

The legal representatives of the Company, Top Executives, Employees, and/or Contractors representing or acting on behalf of the Company shall fulfill their duties of loyalty and probity. They shall act in a manner that protects the Company’s assets at all times, fostering a culture of zero tolerance for Transnational Bribery and any other corrupt practices.

  • Prohibition of Facilitation Payments:

Facilitation payments are prohibited at PARUMA S.A.S., regardless of their amount. Facilitation payments are payments made to government officials to secure or expedite routine governmental actions, in the interest of an Employee or PARUMA S.A.S.

6. Gifts, Meals, and Entertainment

The purpose of gifts, courtesies, or entertainment activities is to establish a good and strong working or business relationship. The intent should never be to gain an unfair or improper advantage from the relationship. PARUMA S.A.S. prohibits paying, even if it’s of modest value, for meals, travel, accommodation, or entertainment for corrupt purposes or to gain an undue advantage.

This Policy acknowledges that business courtesies such as invitations to meals, courtesies, and entertainment are considered customary. In limited circumstances, modest or symbolic gifts may be given or received. For example, giving or receiving any gift of symbolic and modest value, or cards distributed for promotional purposes or during festive occasions like Christmas, is allowed.

Reglas para recibir obsequios o atenciones

Nunca estarán permitidas las siguientes conductas:

  • Accepting cash gifts or cash equivalents from third parties, clients, or Suppliers for corrupt purposes or to gain an undue advantage.
  • Accepting gifts, invitations, courtesies, or other valuable items intended to exert influence or provide material benefit in any commercial transaction of PARUMA S.A.S. (actual or potential), or that might create a conflict of interest.
  • No Employee and their family members may directly or indirectly accept any form of money, gift, or invitation aimed at influencing actions or decision-making related to the Company’s business, or giving third parties or Suppliers reason to believe they can benefit from such actions.
  • Accepting any form of bribe, gift, or undue payment from anyone, including Suppliers or clients, in exchange for a promise to perform or refrain from an action benefiting the third party.
  • Any gift exceeding the equivalent in local currency of USD$50 (fifty dollars), or any meal or courtesy provided by a third party or Supplier, must be reported to the Director.
  • Any suspicion of an attempted bribe by a third party or Supplier must be reported immediately to the Director.

Reglas para dar obsequios, invitaciones o atenciones a Funcionarios de Gobierno y a terceros:

Gifts, expenses, or courtesies must be of modest or symbolic value, either individually or when considered collectively with other gifts or courtesies offered to the same recipient.

  • They cannot be given with the purpose of exerting undue influence on a government official, or otherwise to influence actions or decisions, or to gain a commercial advantage for PARUMA S.A.S.
  • The following gifts, invitations, or courtesies are never allowed:
  • Gifts, invitations, courtesies, or other valuable items offered to third parties, clients, or Suppliers to obtain something in return.
  • Gifts, invitations, courtesies, or other valuable items given to individuals who are part of a bidding process in which PARUMA S.A.S. participates in a public or private tender.
  • Any gift in the form of cash or its equivalent.
  • Gifts, invitations, courtesies, or other valuable items that are frequent to the same person or organization.
  • Gifts, invitations, courtesies, or other valuable items that are excessive, extravagant, inappropriate, or could negatively affect the reputation of PARUMA S.A.S.
  • Gifts or courtesies must be given on behalf of the Company, not personally. This Policy applies even if the Company’s representative does not intend to seek reimbursement for the associated expenses.

7. Mergers and Acquisitions

In every negotiation and investment analysis process, the Company will conduct due diligence on compliance with Anti-corruption Regulations before making a final decision on investment or merger.

Furthermore, if the acquisition or merger is completed, PARUMA S.A.S. will ensure that the acquired company implements these policies and the Good Governance Code for Transnational Bribery prevention within a reasonable timeframe.

8. Contracts with Third Parties

This Policy also applies to all agents, suppliers, distributors, and other third parties that PARUMA S.A.S. engages to conduct business on behalf of PARUMA S.A.S. As such, all contractors such as agents, suppliers, distributors, and other third parties acting on behalf of PARUMA S.A.S. must provide written acknowledgment of their knowledge and acceptance of their obligation to comply with the rules related to Transnational Bribery prevention and the knowledge and obligation to adhere to the Company’s Business Ethics Program and this document containing the Compliance Policies, in accordance with the documents applicable to each subject, i.e., through the commercial contract or the document governing their legal relationship with the Company.

As a result, all written contracts between PARUMA S.A.S. and any contractor acting on its behalf must contain relevant declarations and warranties regarding anti-corruption conduct. Besides declaring and ensuring compliance with this Policy and applicable anti-corruption laws and regulations, contracts will also include PARUMA S.A.S.’s right to terminate the contract upon a violation of this Policy.

9. Donations and Political Contributions

All donations and political contributions made by PARUMA S.A.S. must serve a lawful purpose and be made following legal procedures for formalization. Neither PARUMA S.A.S., nor its Representatives, employees, and/or top executives, can 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 executive committee. Donations or contributions cannot be made in exchange for obtaining advantages in PARUMA S.A.S.’s business or commercial transactions.

10. Accounting Records

It is the policy of PARUMA S.A.S. to maintain records and accounts that accurately and fairly reflect the Company’s transactions and disposition of assets. Company Representatives, employees, and/or top executives cannot alter, omit, or misrepresent records to conceal improper activities or inaccurately indicate the nature of a recorded transaction.

11. Reporting Mechanisms

The management of PARUMA S.A.S. is responsible for receiving inquiries, complaints, and reports regarding possible violations of the Policies, through which Company Representatives.

 or employees can, securely, confidentially, and anonymously if desired, inform PARUMA S.A.S. of any suspected violation of this Policy.

The information of the reporting person, if provided, will be kept confidential. The communication channels established by PARUMA S.A.S. are:

Tel: (57) 3104287576

Email: director@paruma.co

There will be no retaliation against Employees who report good faith violations of this Policy and/or the PARUMA S.A.S. Business Ethics Program. PARUMA S.A.S. will not tolerate false or reckless complaints. In cases where it is proven that the complaint is false or reckless, or not made in good faith, such behavior will be considered a violation of PARUMA S.A.S.’s Good Governance Code.

12. Sanctions

Sanctions for violating National Standards, Anti-Corruption and Anti-Bribery Regulations, Policies, and the Business Ethics Program may result in severe penalties for Company Representatives, employees, top executives, or contractors of the Company, as well as for PARUMA S.A.S. itself.

Company Representatives, employees, top executives, or contractors of the Company who violate these Policies and the Business Ethics Program will be subject to sanctions and disciplinary measures, including dismissal for just cause in accordance with the provisions of the Internal Labor Regulations and the Substantive Labor Code, without prejudice to any legal actions that may be taken for this reason. PARUMA S.A.S. will apply disciplinary measures fairly and promptly and in proportion to the violation.

The management of PARUMA S.A.S. will report any violation of the Anti-Corruption Regulations it becomes aware of in the course of its activities to the competent authorities. PARUMA S.A.S. cannot assume the costs corresponding to the defense or penalties imposed on a Company Representative, employee, top executive, or contractor of the Company for the violation of the Anti-Corruption and Anti-Bribery Regulations.

13. Disclosure

The disclosure of these Policies will be carried out by incorporating them on PARUMA S.A.S.’s website and through mass emails.

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