Anti Corruption Code
The Anti-corruption Code is created bearing in mind that REMZAP Sp. z o.o. operates in a responsible,
transparent manner and in compliance with the highest legal and ethical standards and that the knowledge of anti-corruption regulations and observing the principles and rules indicated in the Ethics Code by all Employees is the necessary condition for protecting the reputation and safety of REMZAP Sp. z o.o.
CBA – Central Anti-corruption Bureau.
Working day – the period from Monday to Friday in each week excluding public holidays as defined by the law and ordered by REMZAP Sp. z o.o.
Public Official – any natural person who is an official or employee of a public administration, an official or employee in the structure of public international organisations (e.g. in the bodies of the European Union or the United Nations), has been elected or appointed to a public position in a legislative (e.g. MPs, senators) or executive body (e.g. a minister), or works in a judicial body (e.g. judges).
REMZAP – REMZAP Sp. z o.o.
Grupa Azoty S.A. – the parent company of Grupa Azoty with its registered office in Tarnów.
Grupa Azoty – capital group, one economic organism without own legal personality, consisting of Grupa Azoty S.A. and legally autonomous companies linked by equity or organisational subordination to Grupa Azoty S.A. and controlled by it within the meaning of the Accounting Act.
Organisational Entity – Division / Department / Branch / Team / Office and other organisational units separated in the organisational structure of REMZAP Sp. z o.o.
Management – Members of the REMZAP Management and Supervisory Boards.
Anti-corruption Code – the REMZAP Anti-corruption Code.
Ethics Code – the REMZAP code of ethical conduct.
Organisational Unit – an Office, Chief Specialist, Branch, Department, Team, Section, independent post and other elements of the organisational structure within REMZAP, directly or indirectly subordinated to the managers of Organisational Entities or directly to the REMZAP Management Board.
Code of Conduct for Business Partners – the REMZAP code of conduct for business partners.
Corruption – promising, offering, giving, requesting or accepting, directly or indirectly, a pecuniary or personal benefit, for oneself or another person, as well as accepting an offer or promise in exchange for an act or omission to act in the performance of an official act (in the exercise of a public function or in the course of business).
Material Benefit – items or actions which lead to any undue or unjustified pecuniary gain (the value of which can be expressed in money) for oneself or for another person, including gifts, meals, invitations to sports or cultural events, donations, debt relief or winning a tender
Personal Benefit – undue or unjustified benefits of a non-pecuniary nature improving the situation of a person or other persons related to that person, such as a promise of employment or promotion to a person close to that person, a scholarship abroad, being awarded a medal, or sexual contact.
Favouritism – abusing one’s position by favouring socially connected people. The protégés are usually people who do not have the appropriate skills or qualifications.
Compliance Management Coordinator – a person appointed by the Company’s Management Board in the REMZAP structure and responsible, among others, for supervising the Employees’ observance of the Anti-corruption Code.
Nepotism – the abuse of a position held by patronising relatives. The most important, but not the only, indicator of nepotism is direct subordination.
Public Official – a public officer, a member of a local government body or other public administration body, a person employed in an organisational entity disposing of public funds, unless they perform only service activities, as well as another person whose powers and duties within the scope of public activity are defined or recognised by a legal act or by an international agreement binding the Republic of Poland.
Business Partner – each contractor (i.e. the supplier, service provider or recipient of products or services of the Grupa Azoty companies), representative (i.e. an entity or person representing REMZAP or Grupa Azoty in contacts with contractors or state authorities, e.g. a consultant, law firm), intermediary (i.e. an entity or person supporting REMZAP or Grupa Azoty in acquiring contractors or selling products or services on behalf of REMZAP or the Grupa Azoty).
Whistleblowing Policy – the REMZAP whistleblowing policy.
Employee – the Management and each person employed by REMZAP, irrespective of the basis and extent of employment, including on the basis of an employment contract, an intern, apprentice, volunteer or a person cooperating with the company on the basis of another contract, e.g. contract of mandate, specific work contract, managerial contract, etc.
Supervisor – a person who supervises an Employee, excluding the Management.
President – President of the REMZAP Management Board supervising the Compliance Management Coordinator, in accordance with the division of activities among the Management Board Members.
1. The purpose of the Anti-corruption Code is to eliminate or reduce the risk of Corruption in REMZAP’s business in all jurisdictions where it operates, in accordance with the “Zero Tolerance for Corruption” principle.
2. In order to achieve the indicated purpose, the Anti-corruption Code is addressed to all REMZAP Employees and applies at all levels of the organisational structure.
Employees of REMZAP, in their relations between one another and relations with Business Partners, are guided by the values described in the Ethics Code and the Anti-corruption Code. The types and forms given below are examples only and do not constitute an exhaustive list:
a. Economic Corruption in Public Trade – a situation where the recipient of a Material or Personal Benefit is a Public Official or a person employed in a purely public entity (e.g. in a company wholly owned by the State Treasury or a state enterprise), and the giving party can be anyone.
b. Economic Corruption in Private Trade – a situation where the recipient of a Material or Personal Benefit is a person connected with a purely private entity, and the giving party can be anyone.
c. Economic Corruption in Public-Private Trade – a situation where the recipient of a Material or Personal Benefit is a person connected with an entity with a mixed ownership structure (e.g. a company with majority or minority State Treasury shareholding), while the giving party can be anyone.
d. Official Corruption – a situation concerning the behaviour of a Public Official in the Republic of Poland (a Public Official in the Republic of Poland is the recipient of the Material or Personal benefit or promise thereof) and a Public Official in other countries and international organisations (a Public Official in a foreign country or a Public Official of an international organisation is the recipient of the Material or Personal benefit or promise thereof).
e. Managerial Corruption – a situation concerning the behaviour of a person who accepts a Material or Personal Benefit or promise thereof, in return for which the recipient influences their own or another person’s business in a certain manner.
f. Bribery – one of the examples of Official and Managerial Corruption in public, private and public-private transactions. It consists of offering, giving or promising to give any Material or Personal Benefit in exchange for helping to achieve the other party’s intended goal.
g. Venality – one of the examples of Official and Managerial Corruption in public, private and public-private transactions. It consists of demanding or accepting any Material or Personal Benefit in exchange for helping the other party in achieving its intended goal.
h. Influence peddling (“invoking influence”) – one of the examples of Corruption. It consists in undertaking to act as an intermediary in taking care of a matter in a state or local government institution, an international organisation or a domestic or foreign organisation disposing of public funds, in return for a Material or Personal Benefit or the promise of receiving such. The perpetrator invokes influence or leads the person concerned to believe that such influence exists, or keeps the person concerned believing that such influence exists. Anyone can be the perpetrator.
i. Active influence peddling (“trading in influence”) – one of the examples of Corruption. It consists in granting or promising to grant to an intermediary a Material or Personal Benefit in exchange for intermediation in taking care of a matter in a state or local government institution, international organisation or a domestic or foreign organisational entity disposing of public funds. Intermediation consists of unlawfully influencing a decision, act or omission by a Public Official. The goal of the perpetrator is to pay an intermediary and not necessarily the Public Official. Anyone
can be the perpetrator.
j. Corruption in Public Tenders – one of the examples of Corruption. It consists in preventing or obstructing the conduct of a public tender or entering into an agreement with another person in order for the perpetrator to obtain a Material Benefit. It may also consist in the dissemination of information or the concealment of important circumstances relevant to the conclusion of a contract being the subject of a public tender.
1. All direct or indirect types or forms of Corruption in REMZAP’s operations are prohibited, including but not limited to offering, giving, promising to give or authorising the giving or receiving of a Material or Personal Benefit.
2. Cases of Nepotism or Favouritism in REMZAP’s operations are prohibited.
3. Giving Material Benefit to a Public Official, including even a small benefit, to accelerate or ensure the performance of a routine activity by such Official is prohibited.
4. It is prohibited to provide political parties and their representatives, as well as candidates for public office, with any unlawful material or non-material benefits.
5. If a reasonable suspicion arises, the Employee shall exercise due diligence to verify that the Business Partner or potential new Business Partner is not involved in Corruption.
6. In the event of a reasonable suspicion under the circumstances of a violation of the Anti-corruption Code at REMZAP, the Employee may report the violation through one of the dedicated channels described in the Whistleblowing Policy, while in the event of a violation of mandatory provisions of law or violations resulting in damage to REMZAP, on the basis of generally applicable laws, including in the performance of the employee duty of care for the welfare of the workplace or rules for the performance of civil law obligations, the Employee is obliged to make such a report.
The obligation to report pertains to irregularities involving the violation of generally applicable labour laws – to only such violations of generally applicable laws which are in adequate relation to the work performed by the Employee in question or commitment of such violations, the determination of which does not require highly specialised knowledge and the determination of which can be expected from any citizen having an average level of cognitive ability..
7. In the event of any suspicion of Corruption at a Business Partner or that reasonable doubt has arisen about the operations conducted by a Business Partner, the Employee, subject to Article 4, section 6, may immediately inform the Compliance Management Coordinator through one of the dedicated channels described in the Whistleblowing Policy.
8. In the event of any suspicion of Corruption, Nepotism or Favouritism in the operations conducted by the Compliance Management Coordinator, the Employee, subject to Article 4, section 6, may immediately inform the President through one of the dedicated channels described in the Whistleblowing Policy.
9. Before concluding a contract with a Business Partner, the Employee is obliged to provide the Business Partner with a scan of the Code of Conduct for Business Partners or the Anti-corruption Code and to prepare a contractual provision (clause) on the basis of which the Business Partner declares that it has read and acknowledges the provisions of the Code of Conduct for Business Partners or the Anti-corruption Code.
10. The Employee is obliged to comply with the rules indicated in the Anti-corruption Code.
11. The Employee of each REMZAP company located outside the territory of the Republic of Poland is also obliged to become acquainted and comply with the rules specified in the local anti-corruption code in force in the company with which the Employee is connected (employed at or cooperating with on the basis of another contract).
1. Non-compliance with the rules of the Anti-corruption Code may be qualified as a violation of employment obligations or principles of performing civil-law obligations and may constitute the basis for termination of the employment contract or civillaw contract constituting the basis of cooperation with REMZAP.
2. Behaviour contrary to the principles of the Anti-corruption Code may violate the provisions of generally applicable laws, which may result in penal, civil or administrative-law sanctions being imposed on REMZAP or Grupa Azoty and REMZAP Employees (e.g. fines, financial penalties, exclusion from public procurement, loss of contracts), as well as damage to the reputation of Grupa Azoty.
1. The following is a sample list of warning signs which may indicate the emergence of a Corruption risk:
a. requesting unusual methods of payment, such as large sums in cash or payment of remuneration to a third party;
b. no objective reason to use the services of the given Business Partner;
c. the selected Business Partner does not have adequate skills, resources, experience required for the declared scope of cooperation;
d. the occurrence of very high commissions or unusual payment patterns (e.g. transfer to another entity or country);
e. reluctance of the Business Partner to enter into a written contract;
f. the Business Partner’s negative reputation, including in particular previous involvement or suspicion of involvement in Corruption or other indications of dishonest conduct by the Business Partner;
g. limited knowledge of the Business Partner’s operations;
h. frequent or disproportionate giving of gifts or provision of hospitality to the Employee;
i. the Business Partner’s conduct contrary to the provisions of the contract.
2. The Employee should pay attention to any other warning signs, using, among other things, their experience or expert judgment to identify situations which could potentially lead to Corruption.
3. If any of the warning signs appear, the Employee shall inform the Compliance Management Coordinator or the President in accordance with the rules indicated in Article 4, section 6 and Article 4, section 7 above.
4. In the event that the Employee wishes to start work with a new Business Partner about whom REMZAP has little information and, despite the exercise of due diligence, is unable to obtain this information, the Employee is obliged to inform their Superior or the Compliance Management Coordinator. The Compliance Management Coordinator will, where appropriate, recommend to the Superior that due diligence be carried out on such Business Partner. This does not apply if the value of the contract to be concluded with the Business Partner does not exceed PLN 50,000 net or its equivalent.
5. If a negative opinion about the Business Partner is acquired in any manner in the course of working with the Business Partner, the Employee shall inform their Superior or the Compliance Management Coordinator. The Compliance Management Coordinator will, where appropriate, recommend to the Superior that due diligence be carried out on such Business Partner. A negative due diligence result should be a contractual basis for terminating cooperation with such Business Partner.
6. The Purchasing Manual and the P.P. Purchase Procedure – 8.4. constitute a set of detailed rules and define the scope of responsibility of Employees entrusted with specific tasks in the execution of deliveries, provision of services and works or other, to which the provisions of the Anti-corruption Code or the Code of Conduct for Business Partners also apply.
1. The Compliance Management Coordinator is responsible for raising awareness of Corruption among REMZAP Employees, including providing anti-corruption training courses to Employees.
2. Should any doubts arise regarding the interpretation of the provisions of the Anti-corruption Code, the Employee is obliged to clarify these doubts with the Superior. If such concerns arise on the part of the Superior, the Superior is required to clarify these concerns with the Compliance Management Coordinator.
3. The Anti-corruption Code shall be reviewed and possibly updated at least once a year by the Compliance Management Coordinator.
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