Anti-bribery policy

Anti-bribery policy

INTRODUCTION

1.The anti-bribery policy of INOVUM, hereinafter “the Policy”, sets out the ethical values and principles of the organisation and is a working tool containing rules, values, principles and responsibilities that will be taken into account and observed in all of the company's activities, both within INOVUM, and in its relations with its business partners.

2.The foundation of any business relationship is ethically correct conduct in full compliance with the national and international laws and rules in force. INOVUM requires its internal staff, the persons acting in its name or on its behalf, and its business partners to comply fully with the requirements imposed by the legislation in force. This Policy reflects the determination of INOVUM to prevent any form of corruption in the conduct of its business and reiterates the prohibition of any form of bribery.

3. In this context, INOVUM attaches particular importance to, and considers essential, the laws targeting bribery and corruption practices between private companies and between private companies and government entities. In recognition of these requirements and to underline this commitment, INOVUM has developed this Policy, which applies both to the organisation and to the external partners it works with.

1. In conclusion, this document shows the concern of the company's management to establish,

monitor and review a Policy that:

1.1.prohibits any form of bribery;

1.2. requires management, employees, collaborators and interested parties to comply with the anti-bribery (and anti-corruption) legislation applicable to the organisation;

1.3. is designed taking into account the purpose of the organisation;

1.4. provides a framework for setting, reviewing and achieving anti-bribery objectives;

1.5. includes the company's commitments to meet the compliance requirements of the anti-bribery management system implemented by the organisation;

1.6. encourages and supports the raising of concerns, in good faith or on the basis of a reasonable belief, about any matters relating to possible acts of bribery (active or passive), made in observance of the principle of responsibility, and guarantees the absence of any reprisals and/or retaliation against those who make such reports;

1.7. includes the company's commitment to strive for the continual improvement of the anti-bribery management system;

1.8. explains the authority and independence of the anti-bribery compliance function

1.9. explains the sanctions and consequences of failing to comply with the anti-bribery management system of the

organisation.

TERMS AND DEFINITIONS

1. For the purposes of this Policy, the terms and expressions used in this document will have the meaning set out below:

1.1. Anti-bribery policy means this document, which contains the rules, principles and directions adopted by INOVUM to combat any form of bribery as a means of committing corruption offences;

1.2. Bribery means offering, promising, giving, accepting or soliciting an undue advantage of any value (which could be financial or non-financial), directly or indirectly, and irrespective of location(s), in violation of applicable law, as an inducement or reward for a person acting or refraining from acting in relation to the performance of that person's duties;

1.3. Organisation, company means S.C. INOVUM S.R.L. and/or INOVUM. Also, depending on the context, it means partners, suppliers, collaborators, legal persons;

1.4. Anti-bribery compliance function means the person with responsibility and authority for the operation of the anti-bribery management system;

1.5. Personnel means INOVUM's employees, directors, heads of departments, permanent employees, temporary employees or workers, and any other collaborators of the company who are natural persons;

1.6. Business partner means an external party with which the organisation has, or plans to establish, some form of business relationship. The notion of business partner includes, but is not limited to, suppliers, distributors, customers/beneficiaries, providers of outsourced functions and processes, contractors, consultants, subcontractors, advisers, agents, representatives, intermediaries and investors;

1.7. Public official means a person holding a legislative, administrative or judicial office, whether by appointment, election or succession, and any person exercising a public function, including for a public agency or a public enterprise, or any representative or agent of a national or international public organisation, or any candidate for public office;

1.8. Third party means a person or body that is independent of the organisation;

1.9. Conflict of interest means a situation in which professional, financial, family, political or personal interests could interfere with the way persons take decisions on carrying out their duties within the organisation;

1.10. Reasonable due diligence means the process by which the nature and extent of the bribery risk is assessed in detail, and which helps the organisation take decisions on transactions, projects, specific activities, specific business partners and specific personnel;

1.11. Facilitation payment means the illegal or unofficial payment of a sum of money as a reward for services that the payer is legally entitled to receive without such a payment, and is a form of bribery.

PURPOSE AND SCOPE OF THE ANTI-BRIBERY POLICY

1. This Policy supports the organisation's general anti-bribery system, in line with business requirements and with the applicable laws and regulations, and forms an integral part of it.

2. The Policy applies universally and is mandatory throughout the company (the Policy applies to all of the company's operational structures, all of the company's activities, all of the company's employees and all parties acting in the name and on behalf of the company) and for the organisation's business partners, as defined in Chapter II of the Policy.

3. Every person to whom this Policy applies must read it and become familiar with it and is responsible for complying with its provisions; otherwise, they will bear the consequences imposed by the legislation in force and by the company's anti-bribery management system.

4. Each member of staff must also incorporate the principles set out in this document into their specific activities and exemplify them through daily commitment and participation. Only responsible ethical behaviour can effectively and genuinely support the work of INOVUM.

5. Within the organisation, specific training and instruction programmes will be held with the company's existing employees, and new employees will be informed about the Policy and the company's anti-bribery system.

6. To fulfil the formalities of publicity towards third parties (business partners), this Policy will be published on the company's website, namely: www.inovum.ro

7. From the date of publication on the company's website, this Policy is deemed to have been communicated to business partners. Where a/any business partner is subject to national and/or international regulation, including from outside the European Union, or has adhered to, implemented or applies policies, procedures, regulations, etc. that limit, prohibit or may conflict with certain provisions of this document, such as, but not limited to: the policy on offering samples, the sponsorship policy, the gifts policy, the policy on qualifying suppliers on the basis of reasonable preventive checks on partners and/or transactions, it must notify INOVUM of this. Otherwise, the organisational model adopted by the business partner concerned is deemed compatible with the provisions of this document, and any liability on the part of INOVUM is excluded.
   

OBJECTIVES OF THE ANTI-BRIBERY POLICY

The general objectives of this Policy are as follows:

1.Setting up a team dedicated to the anti-bribery programme;

2. Strengthening non-financial controls through due diligence and risk assessment of contractual

partners (“Counterparty Analysis”);

3. Strengthening contractual discipline regarding sponsorships, as well as gifts, hospitality, donations and similar benefits;

4. Strengthening internal controls to avoid integrity incidents;

5.Communicating with interested parties and raising their awareness of the objectives and the anti-bribery system of

INOVUM.

PRINCIPLES OF THE ANTI-BRIBERY POLICY

This Policy of INOVUM is guided by the following principles:

1. The active involvement of the company's top management in creating and maintaining a climate conducive to relationships based on honesty, business ethics, fairness, impartiality, professionalism and free competition, with the prohibition of any acts of corruption, both within the company and in relations with business partners;

2. Raising the awareness and responsibility of all staff members regarding acts

related to bribery, according to the role they hold within the company;

3. Allocating the human and financial resources needed to meet the requirements of the anti-bribery management system;

4. Opportunities for fraud and bribery are directly associated with breaches of the anti-bribery

management system;

5. Reports on the company's anti-bribery system will be available as documented information;

6. Permanent monitoring of the company's anti-bribery management system and taking

the necessary measures when the results are not as expected;

7.Zero tolerance for situations likely to put the company in a position of breaching the anti-corruption laws and the other applicable regulations in force.

COMMITMENTS

1. Commitment to fighting corruption – Prohibition of bribery

1.1. INOVUM, through the company's top management, does not tolerate any type of bribery, in any form or manner, direct or indirect, active or passive, committed directly or through intermediaries. For these reasons, the addressees of this Policy must adopt irreproachable ethical conduct in business and behave in such a way that no personal dependencies or obligations arise that could give rise to acts of corruption or bribery.

1.2. Accordingly, it is prohibited to offer, promise or give money or other goods, directly or indirectly, to INOVUM's personnel in order to influence the adoption of a particular decision or the performance of the duties these persons have.

1.3. INOVUM's personnel and business partners are prohibited from claiming, for themselves or for another person, directly or through intermediaries, money, goods or any other advantages in the exercise of their duties or contractual obligations. Within INOVUM, all facilitation payments are prohibited, as they are acts of bribery and are considered to have particularly serious consequences. INOVUM's business partners must ensure compliance with the principles and commitments set out above, reasonably and proportionately, through appropriate control systems.

1.4. In relations with the organisation's business partners, INOVUM's employees are prohibited from offering, promising or claiming money, goods or other benefits (including for members of their families, in-laws or partners) outside normal commercial and institutional relations, where the money, goods or benefits offered or claimed are intended to obtain unfair advantages.

1.5. It is prohibited to commit the following acts of bribery, without being limited to them:

1. a) Bribery in the private sector, between companies, and bribery of public sector officials
2. b) Bribery by the organisation's personnel acting in the name of the organisation or for its benefit;
3. c) Bribery in the public, private and not-for-profit sectors;

1. d) Bribery by the organisation;

1. e) Bribery by the organisation's business partners acting in the name of the organisation or for its benefit;

1. f) Bribery of the organisation;

1. g) Bribery of the organisation's personnel in connection with the organisation's activities;

1. h) Bribery of the organisation's business partners in connection with the organisation's activities;
   

1. i) Direct and indirect bribery (for example, a bribe offered or accepted through or by a third party).

2. Commitment to obey the law – Compliance with applicable anti-bribery legislation

2.1. In accordance with this Policy, its addressees undertake to comply with the laws and all other legislative and administrative acts applicable to them. No business relationship will be started or continued with a person who does not intend to observe this principle.

2.2. For the purposes of this Policy, anti-bribery legislation means all legislative acts containing provisions, references, cross-references, definitions and/or offences and sanctions, direct or indirect, concerning the giving and/or taking of bribes, as well as other offences committed through the giving and/or taking of bribes.

2.3.In observance of the principle of proportionality, awareness processes will aim to raise each individual's understanding of the high degree of social danger posed by such actions, and of the fact that they are criminal offences under a wide range of legislative acts, carrying severe penalties. Awareness processes will also aim to raise each individual's understanding of the particularly serious consequences that such acts can have on the company's image, prestige, independence and impartiality.

3. Commitment to defining accounting data

3.1. In order to prevent acts of bribery of any kind, the organisation's accounting documents must reflect correctly and faithfully each transaction carried out by the organisation.

3.2. Accounting data and information are of particular importance in the organisation's work. To this end, the company's personnel, in performing their duties and within the limits of the authority conferred on them, will ensure that each transaction is:

1. a) legitimate, correct, authorised and verifiable;

1. b) recorded correctly and properly, so as to allow verification of the decision-making,

authorisation and execution process;

1. c) supported by documents that make it possible, at any time, to verify the characteristics of and reasons for the transaction and to identify the persons who authorised, carried out, recorded and verified the transaction.

3.3. The company has implemented accounting procedures and financial controls covering the way financial transactions are conducted and examining their legality, compliance, accuracy and

completeness. These financial controls are intended to manage the corruption risks that may arise.

3.4. INOVUM's internal personnel and business partners must ensure that accounting data have these characteristics.

4. Commitment to the continual improvement of the Anti-Bribery Management System

4.1.The company will continually improve the sustainability, adequacy and effectiveness of the anti-bribery system and of the anti-bribery compliance function by monitoring, evaluating and setting (defining and, where necessary, redefining) objectives and the related procedures, resources, capabilities and management mechanisms. This will be achieved mainly through the following types of action:

1. a) Continual monitoring of processes and of change factors (new risk scenarios) as a result of audit findings;

1. b) Maintaining and improving the anti-bribery management system;

1. c) Continually updating documents and records according to redefined objectives, threats and/or other internal and external factors;

1. d) All updates/improvements decided for the processes or actions needed to improve the anti-bribery system must be communicated to and approved by the company's management, after prior review by the Anti-Bribery Compliance Officer, to assess whether the risks or risk elements have been evaluated correctly, before the changes are actually implemented;

1. e) Documenting the improvement/updating of the anti-bribery management system.

THE ANTI-BRIBERY COMPLIANCE FUNCTION

1. In accordance with the provisions of this Policy, the organisation has an Anti-Bribery Compliance Function, for which a person with responsibility, independence and authority for the operation of the anti-bribery management system has been appointed, called the Anti-Bribery Compliance Officer.

2. The anti-bribery compliance function, through the Anti-Bribery Compliance Officer, oversees the organisation's design and implementation of the anti-bribery management system, provides advice and guidance to personnel on the anti-bribery management system and on bribery-related matters, ensures that the anti-bribery management system is compliant, investigates reports and reports on the performance of the anti-bribery management system to the governing body.
   

3. The principle of independence in the work of the Anti-Bribery Compliance Officer ensures that the officer will have the decision-making authority needed to carry out the duties with which they are vested. In this work, the Anti-Bribery Compliance Officer must observe only the law and the anti-bribery policy and procedures, and no directive contrary to them, even if it comes from the company's governing bodies.

4. Accordingly, any inappropriate or unjustified interference in the work of the Anti-Bribery Compliance Officer is prohibited, and the officer's decisions, reports and findings may not be reviewed by other bodies of the company.

5. In this work, the Anti-Bribery Compliance Officer will have all the authority needed to carry out the duties with which they are vested, which is expressly stipulated in the job description, and all INOVUM personnel must provide them with all the data, information and documents requested, failing which they may be subject to disciplinary sanctions.

6. The contact details of the Anti-Bribery Compliance Officer at INOVUM are: Mr

Racz Zoltan Cristian, e-mail address: fairtrade [@] inovum.ro

RAISING CONCERNS

1. Applicable throughout the organisation, in all organisational and functional structures, and forming an integral part of INOVUM's anti-bribery management system built and implemented in accordance with ISO 37001:2016, there is a Procedure for raising concerns.

2. The procedure aims to establish, on the one hand, effective internal reporting channels and, on the other, protection and support for those who raise concerns, as the organisation does not allow any form of reprisal against those who report possible breaches or suspected breaches of the provisions of this Policy or of the Anti-Bribery Management System.

3. The procedure also demonstrates the commitment of the governing body and of the organisation's top management to allow employees and other interested parties to report any integrity incidents.

4. INOVUM's activity relating to the raising of concerns about deviations from the Anti-Bribery

Management System is guided by the following principles:

4.1. The principle that the organisation's interest prevails over private and/or group interests, according to which the company's values, namely integrity, impartiality and business ethics, are respected, defended and promoted by the company, and any breach of them amounts to a serious breach of INOVUM's ethical culture;

4.2. The principle of responsibility, according to which any person who reports breaches of the Policy, regulations or procedures must support the report, as far as possible, with data or evidence concerning the act committed;

4.3. The principle of no abusive sanctions, according to which persons who complain about or report breaches of the Policy, regulations or procedures may not be sanctioned, directly or indirectly, by the application of an unfair sanction;

4.4. The principle of good conduct, according to which the act of reporting breaches of the Policy or of the procedures is protected and encouraged, in order to increase the organisation's capacity to evaluate and improve the anti-bribery management system;

4.5. The principle of good faith, according to which a person who has made a report is protected, being convinced of the reality of the facts or that the act constitutes a breach of the Policy, the procedures and/or anti-corruption law.

5. Addressees of this Policy who suspect or are aware of breaches of the Policy, regulations or procedures of INOVUM or of anti-corruption laws and regulations must report them to the e-mail address fairtrade@inovum.ro, in accordance with the procedures that have been issued and communicated.

6. No one may be sanctioned or discriminated against at work in any way as a consequence of reporting in good faith any breach of the Policy, regulations or procedures of INOVUM. To this end, such persons benefit from a presumption of good faith until proven otherwise.

7. No business partner may be sanctioned by the restriction of contractual rights and/or limitation of access to information or products made available by INOVUM, as a consequence of making in good faith any report such as those provided for in the previous paragraph.

8. The company guarantees the confidentiality of reports and reserves the right to take appropriate measures against any person who uses threats or reprisals against those who have made reports. A breach of the Policy, regulations or procedures of INOVUM will lead to the sanctions imposed by the organisation's disciplinary system or, as the case may be, by the contractual mechanisms in place in relations with business partners, in accordance with the applicable procedures, laws and regulations.

9. The organisation will also examine anonymous reports, provided they observe the principle of responsibility as defined in the preamble to this Chapter.

10. If the company's investigations reveal well-founded evidence that offences of giving and/or taking bribes have been committed, the company will notify the competent state authorities.

INVESTIGATING AND REPORTING CASES OF BRIBERY

1. Investigating and reporting cases of bribery is a major component of the anti-bribery

management system.

2. INOVUM will investigate any case of bribery, within the limits laid down by national law.

3. In investigating cases of bribery, the company follows these guidelines:

3.1. Independence of the persons investigating. The investigation of bribery cases can be effective only if it is carried out by persons who are independent by virtue of the position they hold within the company;

3.2. Adequate powers of the investigators means that, through delegation of authority, the persons appointed to investigate acts of bribery have authority and access to information within

the company, and cooperation from the relevant personnel in the investigation is mandatory;

3.3. Allocation of resources means that, in order to conduct the investigation, the company allocates the necessary resources to the persons appointed to carry it out;

3.4. Respect for confidentiality means that investigative actions will be carried out with respect for the confidentiality of the information and data obtained;

3.5. Acting professionally, which means that investigators will act on the basis of procedures that allow them to analyse, within the limits imposed by the legislation in force, the bribery process, namely: the source of the bribery, the type of bribery, the source of the payment, the recipient of the payment, the reasons for the bribe, the circumstances in which the act was committed, the existence of an abuse of power, etc.;

3.6. Respect for the law, which means that the persons appointed to carry out the investigation may in no case and under no circumstances take the place of the criminal investigation or prosecution authorities. In all phases of the investigation, account will be taken of respect for the law, legal rights, the right to private life, the secrecy of correspondence, etc. with regard to the persons investigated.

All inquiries, information and documents will be obtained only from official and public sources.

4. If, following the investigations carried out, it is found that there is well-founded evidence that an offence of taking/giving bribes has been committed, or a reasonable suspicion, this will be reported immediately to the state authorities empowered for this purpose.

EDUCATION AND AWARENESS

1. The addressees of this Policy must know and comply with the provisions of this document and the anti-corruption laws in force, so that they can take responsible decisions and deal appropriately with any corruption risk that may arise in the performance of their duties.

2. INOVUM supports and promotes appropriate education and awareness programmes.

3. To this end, for business partners, this Policy will be published for consultation on the company's website:

4. Internally, the Policy will be communicated to all employees and added to the company's

server, in a format that is relevant and accessible.

5. Communication and training activities are intended to ensure familiarity with local anti-corruption laws and regulations, the content of this document and all other initiatives undertaken on anti-bribery matters. Training activities will be addressed to employees identified on the basis of their duties within the company and their related exposure to corruption risk, according to the risk analysis carried out.

6. This Policy will also be included in the general programme for raising employees' awareness of the anti-bribery management system.
   

SANCTIONS

1. INOVUM will not take any action intended to breach the principles set out in this Policy, or the laws and legal regulations in force on anti-bribery and anti-corruption. If, however, an Addressee of this Policy is found guilty of such a breach, INOVUM will apply the sanctions provided for by the applicable legal and/or conventional (statutory, contractual) system.

2. In the case of internal personnel, failure to comply with the company's Policy and specific procedures is considered a particularly serious disciplinary offence, liable to be sanctioned, depending on the context, by disciplinary termination of the individual employment contract. This does not exclude, de plano, the possibility of engaging the financial or criminal liability of the guilty person, where the act committed has caused damage to the company or constitutes an offence.

3. In the case of external business partners, a breach of the anti-bribery management system leads to

the immediate termination of contractual relations.

SENSITIVE AREAS

1. The addressees hereof must observe the principles and guidelines set out in the Policy, the internal regulations and the existing procedures at INOVUM, all of which are intended to ensure the effective management of areas subject to contingent risks. These measures lead to the definition of an organisational, management and control system that prevents possible corrupt practices in general, and bribery in particular.

2. In all situations, INOVUM checks the experience and technical qualifications of the various business partners and of the persons acting in the name and on behalf of the company, and asks them to go through a qualification procedure, as part of which the organisation carries out reasonable due diligence.

3. Monitoring the prohibition of corrupt practices is fundamental and particularly

important in the following areas, which are considered sensitive:

1. Interns and third parties acting in the name or on behalf of INOVUM

1.1. As regards interns (persons doing professional work placements at INOVUM) and third parties acting in the name and on behalf of INOVUM (lawyers, consultants, agents, customs brokers, subcontractors, etc.), their compliance with this Policy is a sine qua non condition of the contractual relationship. Agreements concluded with them will include the obligation to comply with the Policy, failing which INOVUM will have the right to terminate the legal act concluded unilaterally.

1.2. In view of the above, all such agents and, in general, any third party acting in the name, on behalf or in the interest of the company will be identified and selected in observance of the principles of impartiality, autonomy and independence.

1.3. When selecting them, INOVUM will evaluate their competence, reputation, independence, organisational responsibilities and capacity to fulfil properly and on time the contractual obligations and tasks assigned to them. An important element in evaluating these persons will be checking, reasonably and from public and official sources, whether they have been involved in acts of corruption, in accordance with the corresponding internal procedures.

1.4. A criminal conviction of the third party for taking/giving bribes, whether the third party is a private individual or an undertaking, is incompatible with being a partner of INOVUM. Accordingly, no contractual relationship will be started with such a person, and where one exists, it will be terminated immediately. Business partners, natural and/or legal persons working with the company must be informed of these matters in advance.

1.5. All consultants, collaborators and partners serving the company will always act, without exception, with integrity and diligence, in full compliance with all the principles of fairness and legality set out in this Policy, and in the regulations and procedures of INOVUM.

2. Suppliers

2.1. INOVUM has implemented a procedure describing how the company evaluates the partners with which it chooses to enter into contractual relations and the methodology for quantifying the risks associated with them.

2.2. To mitigate risks, the company develops and implements policies and procedures to manage the phase before business relations with interested parties begin. These will describe the steps to be followed and will be applied uniformly throughout the company.

2.3. INOVUM's supplier qualification procedure is a stage of considerable importance in implementing a system that ensures that business partners meet the standards required by the company, in particular those of integrity, professional and ethical conduct, compliance with the internal regulatory framework, and the existence of an adequate anti-bribery programme promoting zero (0) tolerance of bribery.

2.4. In pursuing its business, INOVUM enters into business relations with suppliers, which must meet the requirements of integrity, fairness and ethics recognised and implemented by the company. Accordingly, relations with suppliers are based on the following principles:

1. a) Relations with suppliers are conducted in accordance with the company's internal policies and procedures and with the legislation in force;

1. b) Suppliers will be chosen only on the basis of the selection process described in the Supplier Qualification Procedure;

1. c) The suppliers with which contracts and transactions will be concluded will be designated in strict compliance with the Supplier Qualification Procedure;

1. d) Suppliers chosen in accordance with the internal procedures will take note of the company's anti-bribery Policy and

will inform the company of their own anti-bribery Policy;

1. e) Contracts are concluded in writing, in accordance with the company's procedures and the legal provisions in force, and will contain, in addition to the usual clauses appropriate to the nature of the contract, specific clauses intended to reinforce the supplier's compliance with INOVUM's anti-bribery Policy;

1. f) Expenses will be settled only on the basis of verified and approved supporting documents;

1. g) Throughout the contract, INOVUM's suppliers must conduct business consistently with the commitments they have made, failing which the clause on unilateral termination of the contract may be activated;

1. h) The result of the selection process, the documents included in the reasonable due diligence, the forms filled in by suppliers and the other documents required under this procedure, the accounting documentation and the documents relating to the contracts concluded with suppliers must be recorded and archived in accordance with INOVUM's internal procedures;

1. i) Suppliers with which INOVUM enters into contractual relations must be free of any legal restrictions (of a tax, administrative or criminal nature) on their activity, both as a company and as regards its management.

2.5. Where INOVUM has commercial relations with suppliers resident in countries where anti-bribery controls are, for objective reasons, inadequate, contracts with them will be concluded and performed only on the basis of the derogations strictly provided for in the company's internal procedures and with the special approvals required.

3. Customers

3.1. Satisfying the needs, interests and expectations of the beneficiaries of the services provided by INOVUM is an essential and ongoing concern of the company. In its relations with beneficiaries and in dealing with their needs, the company's personnel must show the utmost diligence and act in accordance with best practice, with a view to achieving the approved investment objectives.

3.2. To guarantee the transparency and impartiality of INOVUM in its working procedures with the persons mentioned above, the following requirements must be met:

1. a) INOVUM's personnel must apply the best ethical principles in business. Accordingly, the company's personnel responsible for managing customer relations are strictly prohibited from claiming money, goods or other advantages of any kind from customers in order to facilitate their access to any of the services provided by INOVUM;
   

1. b) Each and every partner of INOVUM declares that it adopts this Policy and that it will not offer and/or claim or suggest, in any way, advantages or benefits in order to perform its obligations under contracts and the law; otherwise, it will bear individually the legal liability for the actions taken, and any liability on the part of INOVUM is excluded.

3.3 INOVUM will never authorise an employee, agent, distributor and/or other business partner to offer and/or claim, in the name and on behalf of the company, any benefit in order to perform contractual and legal obligations.

3.4. Any person who becomes aware, directly or indirectly, of any act that deviates from normal business conduct must report it immediately to the e-mail address: fairtrade@inovum.ro

4. Distributors

4.1. Contractual partners acting as Distributors of INOVUM will comply with the provisions of this Anti-Bribery Policy and with the company's Code of Conduct.

4.2. INOVUM treats equally, without any discrimination or advantage of any kind, every contractual partner acting as a Distributor, according to the criteria set out in the organisation's internal procedures.

4.3. INOVUM will never mandate a distributor to offer, claim and/or accept, in the name and/or on behalf of the company, benefits that are or may be treated as acts of bribery.

5. Relations with public officials and the public administration

5.1. INOVUM has internal procedures covering interaction with public officials and the public administration.

5.2. In relations with public officials and the public administration (public institutions, state agencies, companies and/or undertakings in which the state is the sole or majority shareholder/partner), the addressees of this Policy must refrain from any acts or omissions that may constitute acts of corruption in general and bribery in particular.

5.3. The company's representatives must keep a documented record of the contractual relations that INOVUM has with state institutions or agencies.

5.4. Any request made by a public official, directly or through intermediaries, to obtain a payment, goods, travel, personal assistance or other benefits for themselves or for members of their family, in-laws or partners, in order to facilitate, ease or carry out certain activities of the company, must be reported immediately to the Anti-Bribery Compliance Officer.

5.5. Any potential benefit to be granted to a public institution, agency or undertaking,

as part of marketing campaigns or for philanthropic purposes, must be granted only in

compliance with the company's internal procedures. In all situations, no such step will be taken

without going through the mandatory stages set out in the internal procedures.

6. Gifts, hospitality and similar benefits

6.1. Gifts and hospitality may be received by INOVUM's personnel or offered to third parties, provided they fall within the context of acts of courtesy or commercial practice and are not such as to compromise the integrity of either party or to be interpreted by an objective observer as intended to create an obligation of gratitude or improper advantages for either party. INOVUM has an internal procedure implemented for this purpose.

6.2. Any gift, gratuity or hospitality received or given must meet the following

conditions:

1. a) It must not be motivated by a wish to exert illicit influence or by an expectation of reciprocity;

1. b) It must be made in compliance with the legislation in force and with internal regulations and procedures;

1. c) It must be reasonable in the circumstances;

1. d) It must not be received/given immediately before/during/immediately after a procedure for the procurement of goods/works/services;

1. e) It must be made in good faith;

1. f) It must be made transparently and openly;

1. g) It must be in good taste and consistent with generally accepted standards of professional courtesy;

1. h) It must comply with the laws in force and the regulations applicable to the public or private official, including, where applicable, the codes of conduct of the organisations and entities to which they belong;

1. i) Gifts are offered/received infrequently;

1. j) Gifts will never be accepted if they are sent by a business partner to an employee's home address, and they will be returned in accordance with this procedure;
   

1. k) The gifts/hospitality are not such as to compromise the integrity of either party or to be interpreted by an objective observer as intended to create an obligation of gratitude or improper advantages for either party;

1. l) They must be recorded in the appropriate registers (e.g. accounting records).

7. Sponsorship

7.1. INOVUM may undertake sponsorship activities to increase the recognition of the company's name and its prestige; each such activity will necessarily go through all the checks and approvals provided for in the company's internal procedures. The addressees guarantee that the aim pursued is only the one declared.

7.2. Promotional and sponsorship activities must be managed in accordance with the company's specific internal

procedures, following in particular these criteria:

1. a) INOVUM identifies a third party that can develop sponsorship activities and that meets the criteria of integrity and professional fairness;

1. b) Contracts are drawn up in writing and will comply with the requirements of the legislation in force.

7.3. Where the sponsored person has business relations with the company, the types of existing business relations, their nature and their object will be analysed so as to eliminate any risk of a potential illicit or immoral cause of the sponsorship. Where there is sufficient evidence of a possible illegal act akin to corruption, the sponsorship will be stopped immediately and the Anti-Bribery Compliance Officer will be notified.

7.4. In all cases, the accounting documents and the documents relating to the contracts concluded with third parties must be filed, recorded and archived in accordance with the company's rules.

8. Donations, patronage and other gratuitous acts (liberalities)

8.1. INOVUM may support charitable activities for the benefit of natural and legal persons, private and public institutions and associations, to support projects, for purely humanitarian reasons, or in pursuit of the beneficiaries' institutional objectives.

8.2. Donations, patronage and any other gratuitous acts (liberalities) must be managed in accordance with the company's specific internal procedures and with the legal provisions in force.

8.3. In carrying out these activities, the following criteria will be taken into account in particular:

1. a) The beneficiaries of such liberalities are selected by persons with delegated authority, on

the basis of an impartial analysis, taking into account the needs of the persons concerned;

1. b) The company will take all the measures needed to ensure that there is no potential conflict of interest and that the donation or patronage cannot reasonably be interpreted as an act of bribery;

1. c) The analysis and choice of beneficiaries, the accounting documents and the documents relating to the contracts concluded with them must be filed, recorded and archived in accordance with the company's rules;

1. d) Contracts will always be drawn up in writing and will include a declaration by the recipient confirming that it is the beneficial owner of the funds.

9. Samples

9.1. Product samples, whatever their value and/or the stock/IT system in which they are classified/recorded, are offered to INOVUM's customers exclusively for the purpose of the customers evaluating, viewing and/or testing the product concerned, so that the customer has all the information needed on the specifications, comfort of use and real appearance of the product (dimensions, colours) to decide whether to buy it.

9.2. Product samples will not be presented or proposed for any other purpose, or where the customer's potential and/or the value of the project or order concerned does not, commercially, warrant offering samples or products.

9.3. Where a/any business partner of INOVUM is party to an agreement or is subject to legislation and/or an internal rule that limits, conditions or prohibits the receipt of samples, it must refuse to receive the sample; otherwise, the contractual partner's organisational model is deemed compatible with receiving it.

9.4. By the publication of this Anti-Bribery Policy on the company's website, all interested parties are deemed to be informed of the policy on providing samples; in the event of a conflict of rules, any liability on the part of INOVUM is excluded.

10. Human Resources

10.1. The selection and recruitment process within the Human Resources Department observes the general principles governing labour law, namely the principles of non-discrimination, equal treatment, absolute impartiality, autonomy and independent evaluation, which guarantee that the final decision results in the selection of the persons best qualified to hold the position concerned.

10.2. The hiring process must be managed in compliance with the company's specific internal procedures.

10.3. In accordance with the provisions of the Procedure, candidates must declare:

1. a) Any relationship they have with public officials;

1. b) Whether there are legal actions started or completed against them, including final court judgments;

1. c) Any criminal proceedings in which they are involved, and their capacity in them.

10.4. For all its personnel, and for personnel to be hired, the company imposes the following rules:

1. a) Existing personnel must comply with this Policy and with the anti-bribery management system in its entirety. Compliance with the Policy and the anti-bribery management system is a condition of employment for new personnel. Accordingly, at the recruitment stage the candidate will be informed of this Policy, and on signing the individual employment contract will also sign a declaration of compliance with the Anti-Bribery Policy of INOVUM.

1. b) Within a reasonable period after starting work, personnel receive a copy of this Policy, are given access to it and receive training on its content;

1. c) Existing personnel and candidates for vacant positions will be informed that, under this Policy, failures to comply with the anti-bribery management system and with this document are considered serious disciplinary offences and may be sanctioned by disciplinary termination of the individual employment contract;

1. d) Personnel will not be subject to reprisals or any retaliation, discrimination or disciplinary action (for example: threats, isolation, demotion, delayed promotion, transfer, dismissal, intimidation, victimisation and other forms of harassment) for:

• refusing to take part in, or rejecting, any activity that they reasonably considered to present a bribery risk higher than low that had not been mitigated by the organisation;

• raising concerns or reporting, in good faith or on reasonable grounds and in observance of the principle of responsibility, actual or suspected acts of bribery or breaches of the anti-bribery policy or the anti-bribery management system (unless the person took part in the breach of the system).

10.5. INOVUM's employees must inform the company as soon as they become aware of any inquiry

and/or criminal investigation (at the stage of criminal investigation or prosecution, or at the stage of

trial) in which they are involved, if it concerns acts of corruption or acts akin to corruption.

10.6. For positions exposed to a bribery risk higher than low and for the Anti-Bribery Compliance Function, specific procedures also apply in addition to the principles and rules set out above.

10.7. These essentially involve the following additional steps:

1. a) Carrying out reasonable due diligence on these persons, before they are hired and during the performance of the individual employment contract, and before they are transferred or promoted by the organisation, in order to ensure, to a reasonable extent, that these persons are suitable for employment, for remaining in post, for promotion, transfer or relocation, and that it is reasonable to trust that they will comply with this Policy and the requirements of the anti-bribery management system;

1. b) Performance bonuses, performance targets and other remuneration incentives are reviewed periodically to verify whether reasonable preventive measures are in place to avoid encouraging bribery;

1. c) Such personnel and the company's management complete a declaration, at reasonable intervals, reaffirming their compliance with this Policy and with the anti-bribery management system.

10.8. As regards temporary employees or workers, the provisions of this Policy and those of the company's anti-bribery system also apply to them in full.

11. Conflict of interest

11.1. Within the meaning of this Policy, a conflict of interest exists when an employee or a person acting in the name or on behalf of INOVUM is empowered to take a decision, or takes part in a decision taken by the company, in respect of which they have a private interest, being able to obtain, directly or indirectly, for themselves, their spouse, a relative, or a legal person in which they are a partner or shareholder or which they control, a financial benefit or a benefit of any other kind.

11.2. Where a conflict of interest is imminent, the person concerned must report immediately to the Anti-Bribery Compliance Officer and refrain from taking or taking part in the decision concerned. The person in a conflict of interest will also try, as far as possible, to do everything they can to remove the situation.

11.3. For positions identified as sensitive, the persons holding them will make, at reasonable

intervals, a declaration on avoiding conflicts of interest.

11.4. INOVUM will document all circumstances of actual or potential conflicts of interest, indicating the actions taken to mitigate the situation.

12. Abuse of power

12.1. The company does not tolerate and prohibits any kind of abuse of power whereby a person in a management position exerts their authority and influence over an employee of the organisation so that the latter commits an act of corruption. Any employee subjected to such abuse must immediately notify the Anti-Bribery Compliance Officer.

FACILITATION PAYMENTS

1. Facilitation payments, as defined in the introductory part of this document, are a form of bribery and are strictly prohibited within INOVUM. If a facilitation payment is requested, promised or offered, the immediate superior and the Anti-Bribery Compliance Officer must be informed immediately.

2. To achieve the aim that no facilitation payment is paid by INOVUM's employees, the company keeps accounting documents that correctly and faithfully reflect each transaction carried out by the organisation and are subject to periodic checks and reviews, so that the organisation can assess the risks and develop a strategy that successfully counters any such payment.

INTERNAL PROCEDURES

1. The company's operational procedures that make up the anti-bribery management system supplement this Policy, and any breach of them is sanctioned.

REFERENCE STANDARD

1. The European standard SR EN ISO 37001:2016. Anti-bribery management systems.

REFERENCE ANTI-BRIBERY AND ANTI-CORRUPTION LEGISLATION

1. The Constitution of Romania;

2. The Criminal Law Convention on Corruption, adopted in Strasbourg on 27 January 1999, ratified by Romania

by Law 27/2002;

3. The Civil Law Convention on Corruption, adopted in Strasbourg on 4 November 1999, ratified by Romania by Law 147/2002;

4. The United Nations Convention against Corruption, adopted in New York on 31 October 2003, ratified by Romania by Law 365/2004;

5. The Code of Criminal Procedure (Law 135/2010), as subsequently amended and supplemented;

6. The Criminal Code (Law 286/2009), as subsequently amended and supplemented;

7. Law 78/2000 on preventing, detecting and sanctioning acts of corruption, as subsequently amended and supplemented;
   

8. Law 27/2002 ratifying the Criminal Law Convention on Corruption, adopted in Strasbourg on 27

January 1999, as subsequently amended and supplemented;

9. Law 147/2002 ratifying the Civil Law Convention on Corruption, adopted in Strasbourg on 4 November 1999;

10. Law 364/2004 on the organisation and functioning of the judicial police, as subsequently amended and

supplemented;

11. Law 365/2004 ratifying the United Nations Convention against Corruption, adopted in New

York on 31 October 2003;

12. Law 535/2004 on preventing and combating terrorism;

13. Law 129/2019 on preventing and combating money laundering and terrorist financing;

14. Law 361/2022 on the protection of whistleblowers in the public interest;

15. GEO 43/2002 on the National Anticorruption Directorate, as subsequently amended and supplemented;

16. GEO 120/2005 on the operationalisation of the General Anticorruption Directorate, as subsequently amended and supplemented;

17. GEO 30/2007 on the organisation and functioning of the Ministry of Administration and Interior, as subsequently amended and supplemented;

18. Government Decision 1272/2005 approving the list of natural and legal persons suspected of committing or financing acts of terrorism;

19. Government Decision 1269/2021 approving the National Anticorruption Strategy 2021 – 2025;

20. Order of the Ministry of Internal Affairs 158/2017 approving the Regulation on the organisation and functioning of the General

Anticorruption Directorate;

21. Order of the Ministry of Internal Affairs 191/2022 approving the Integrity Plan for implementing, within the Ministry of Internal Affairs, in the period 2022-2025, the National Anticorruption Strategy.