Code of Conduct

Contents

General

  1. Borlas Group's Code of Conduct is a set of rules of business ethics and conduct for all Borlas employees at any level, Board members, persons acting for or on behalf of Borlas (hereinafter collectively referred to as Borlas employees and related parties), as well as counterparties of Borlas to adhere to.
  2. The Code is based on regulations (Russian, international and foreign), corporate standards of conduct, official recommendations and best world practices.
  3. The Code addresses issues such as combating corruption, managing conflicts of interest, handling confidential information, interacting with contractors, etc.
  4. The Code is based on the presumption of compliance with the current legislation and generally accepted ethical norms and rules, reinforces the commitment of Borlas to the most important principles and values to conduct fair and transparent business, such as mutual respect, non-discrimination on any grounds, social and professional responsibility, conscientiousness, goodwill, committed actions. Borlas undertakes to strive for strict observance of the above principles in its business activities.
  5. Should the employees be concerned that any action they take may be incorrect, they shall contact for the consultation to the director of their department / office or Corporate Ethics and Compliance Hotline at ethics@borlas.ru.

Anti-Corruption Policy

  1. Corruption stands for abuse of office, giving bribe, taking bribe, abuse of power, commercial bribery or other unlawful use by an individual of their official position contrary to the legitimate interests of society and the state to obtain benefits in the form of money, valuables, other property or services of a property nature, other property rights for themselves or third parties, or the illegal provision of such benefits by other individuals to the said person, including committing the above act on behalf of or in the interests of a legal entity.
  2. Here are the key instruments Borlas used to develop Anti-Corruption Policy:
    • The United Nations Convention against Corruption (UNCAC) (Resolution No. A/RES/58/4 dated October 31, 2003);
    • The Criminal Law Convention on Corruption of the Council of Europe dated January 27, 1999;
    • The OECD Anti-Bribery Convention dated November 21, 1997;
    • Federal Law No. 273-FZ dated December 25, 2008 on combating corruption;
    • Criminal Code of the Russian Federation No. 63-FZ dated June 13, 1996;
    • Code of Administrative Offences of the Russian Federation No. 195-FZ dated December 30, 2001;
    • Federal Law of the Russian Federation No. 273-FZ dated December 25, 2008 on combating corruption;
    • Federal Law of the Russian Federation No. 115-FZ dated August 7, 2001 on countering the legalization (laundering) of criminally obtained incomes and the financing of terrorism;
    • Federal Law of the Russian Federation No. 224-FZ dated July 27, 2010 on countering the misuse of insider information and market manipulation;
    • Guidelines for development and adoption of measures by organizations to prevent and combat corruption dated November 8, 2013 (the Ministry of Labor and Social Protection of the Russian Federation);
    • US Foreign Corrupt Practices Act of 1977;
    • UK Bribery Act dated April 8, 2010.
  3. Borlas declares complete intolerance to corruption in any form of its manifestation.
  4. Borlas prohibits its employees and related parties from providing, offering or promising to provide (directly or through third parties) any benefit of a property or non-property nature to Russian or foreign government employees or officials of legal entities to influence the performance of their official duties in favor of Borlas.
  5. Borlas Anti-Corruption Policy consists in the development and implementation of measures to prevent, identify and mitigate corruption risks, foster legal culture, increase awareness and responsibility among Borlas employees and other above-mentioned parties for their actions.
  6. The basic form of combating corruption is developing intolerance to corrupt behavior (scope of rules, restrictions) among employees; holding control and other activities to identify and combat corruption within Borlas Group; building feedback channels on anti-corruption issues for employees (to seek advice on the corruption risks of their actions and to report any acts that may present opportunities for corruption to occur); encouraging law-abiding behavior, and entailing a disciplinary sanction in detection of corrupt practices.
  7. Here are the mechanisms to assess the lawfulness of employees activities and identify risks:
    • Control over hospitality expenditures, gift-giving and receiving
    • Identification of conflicts of interest
    • Compliance with confidentiality, information protection measures, intellectual and other property
    • Procedure to select and verify counterparties.

Gifts and Hospitality

  1. Employees shall never give gifts, make political contributions or host entertainment for political parties or candidates for political office on behalf of Borlas.
  2. Giving gifts, other tangible and intangible benefits, hospitality expenditures are in conformity with Borlas local regulations. Gifts to Borlas employees, contractors, business partners and government-related persons shall in no way affect their possibility to make impartial and fair business / official decisions.
  3. Gifts of cash are never appropriate and shall never be given or accepted.
  4. Gifts and hospitality are allowed only within the established limits and shall be related to the legitimate interests of Borlas in promoting Borlas products or services in good faith (for example, hosting hospitality events, exhibitions, business breakfasts, seminars, etc., provision of advertising, marketing materials, etc.) or to public or professional holidays (for example, corporate gifts exchange, all gifts bearing the gift giver's logo (diaries, calendars, etc.)), voluntary, charitable, sponsorship contributions and donations to non-commercial companies.
  5. Should the employees be concerned that any cases of offering or receiving gifts may be illegal, they shall contact for the consultation to the director of their department / office or Corporate Ethics and Compliance Hotline at ethics@borlas.ru.
  6. All hospitality and gifts shall be correctly and fairly accounted for in expense reports and reflected in the company's books of accounts.

Conflict of Interest

  1. A conflict of interest stands for a work situation where the personal interest of an employee (or their friends, relatives, partners) comes into conflict with the interests of Borlas and may affect the proper, objective and impartial performance of their official duties (for example, possessing personal financial interest in a transaction made on behalf of Borlas; combining work in Borlas and in a competing company or advising such a company; hiring family members under direct supervision; having share in a competing company, in a supplier company or in a Borlas client company, etc.). The situations and examples given are not intended to be exhaustive, employees shall assess a conflict of interest in other environments as well.
  2. A conflict of interest (or the appearance of such a conflict) poses a threat to Borlas corporate image and appeal for employees and other parties, including owners, contractors and government agencies.
  3. Should Borlas employees be concerned that any conflict of interest have arisen or may arise, they shall contact for the consultation to their immediate supervisor or Corporate Ethics and Compliance Hotline at ethics@borlas.ru to take measures to prevent or resolve a conflict of interest (for example, changing the range of tasks and assignments performed within official duties by such an employee, and/or their refusal of the benefit that caused the conflict of interest (for example, refusal to work with a specific client or Borlas counterparty, refusal to participate in completing a transaction, etc.); change in job or official position of an employee, etc.).

Selection and Verification of Counterparties

  1. Borlas treats the selection of its counterparties with due diligence.
  2. Due diligence is understood as a principle of reasonableness and good faith that provides for considering information sufficient to shape a reasonably justified opinion on evidence of bad faith of a counterparty in business transactions or management decisions.
  3. In cooperation with Borlas, we expect our counterparties (suppliers, contractors, customers, consultants, agents, etc.) to: comply with all applicable laws; never offer, extort or take bribes, expensive gifts, or any other goods that prevent impartial decision-making; provide transparent and accurate reporting as required by applicable legislation; protect and use confidential information and resources made available thereto solely for the purpose of fulfilling contractual obligations; avoid conflicts of interest and promptly report violations of the above principles.
  4. Borlas makes reasonable efforts to minimize the risk of business relations with counterparties that may be involved in corrupt activities and complete comprehensive verification of the counterparty before the interaction.
  5. In cases where Borlas has any information on the non-compliance of the counterparty business, including the potential one, with the rules and regulations under this Code, Borlas has the right to refuse to cooperate with such a counterparty.

Ethical Behavior in Workplace

  1. Each employee behavior directly affects the corporate image and reputation of the entire Borlas Group, shapes general public opinion about Borlas.
  2. Employees shall not allow statements and/or actions that can cause any kind of damage (including to reputation) to Borlas.
  3. Personal communication of Borlas employees shall comply with the basic rules of business etiquette and shall be friendly, mutually polite and respectful towards each other.
  4. Personal, friendly, family, kinship relations shall never affect the principle of equal opportunities for all Borlas employees, restrict employees in making effective decisions and be the reason for the disclosure of confidential information. Employees shall never discuss any issues related to the performance of their duties (work on a specific project, relationships with a counterparty, terms of transactions, etc.) with other Borlas employees not connected to the duties of the above employees.
  5. Borlas requires employees to strictly comply with the internal labor regulations, maintain a high personal labor productivity and comply with all local regulations of the company.

Employment Outside Borlas Group

  1. Work outside Borlas is any additional employment as:
    • General Director or Board member;
    • member of the Board of Directors;
    • member of administrative or advisory bodies;
    • staff members.
  2. No staff member may be directly or indirectly associated with any activity that, as a competitive action, could harm Borlas.
  3. Taking any additional work in a client or supplier company, or another company an employee interacted with in working at Borlas, requires permission from the bodies authorized by the charter or in-house regulations of Borlas.
  4. Other additional employment, which can have a negative impact on the performance of Borlas, is possible only after prior consultation with the immediate supervisor.
  5. In other cases, additional employment requires notification to immediate supervisor.
  6. Additional employment also requires to:
    • carry out other labor activities outside main working hours, as required by this Code, except for cases provided for by the current legislation of the Russian Federation;
    • ensure that other activities do not affect the performance of the main duties, do not defame Borlas image and harm the company interests ;
    • comply with the rules for the preservation and non-disclosure of confidential, official and work information established by the regulatory documents of Borlas Group.

Media Relations

  1. Borlas ensures that high ethical standards in media relations are respected.
  2. Borlas General Director and authorized officials have the exclusive right to provide the mass media with official and/or other information on Borlas activity.
  3. To prevent the disclosure of trade secrets of Borlas and/or its counterparties, Borlas employees shall never interact with the media without all the required statutory approvals / instructions where such interaction is related to Borlas activity.

Confidentiality, Protection of Information, Intellectual and Other Property

  1. Confidential information stands for any information and data, including any business, commercial information, information relating to processes, or personal information recognized by the company in its internal documents (refer to a non-disclosure agreement to an employment contract, personnel regulations) whether disclosed orally, in writing, electronically or in any other form or medium, all copies or extracts of the relevant information, as well as all hardware, software, drafts, models, samples, prototypes and/or any part of all of the above. Information related to technologies, partnerships, finances, projects and services, product promotion strategies is also confidential. If disclosed, such information would be liable to cause significant harm to our company. Therefore, upon hiring, all employees sign a non-disclosure agreement.
  2. Confidential information of the company and counterparties is subject to careful protection as required by the legislative standards, as well as obligations under contracts and agreements concluded with counterparties. Borlas employees shall keep strictly confidential and shall not disclose any confidential information. Should the employees become aware that confidentiality of any information have been or may be violated, they shall contact for the consultation to the director of their department / office and Borlas lawyers.
  3. In negotiations with partners, Borlas employees or related persons may be required to disclose or transfer some confidential information or documents. For that purpose, advance background information on a non-disclosure agreement between Borlas and the partner is essential.
  4. Borlas employees shall provide preservation of the information they receive, transmit, process, and use in professional activities, including electronic and computer-based information. Should the employees notice suspicious network activity, computer behavior similar to a virus infection, or suspects that some company services are at risk of being hacked, or become aware of other security breaches, they shall contact for the consultation to Borlas Customer Service and Support.
  5. Borlas applies security standards and procedures to prevent unauthorized access to copying, editing, deleting or transferring information to third parties. Borlas reserves the right to take action against any person or group using information disclosed for personal gain.
  6. Borlas provides the employees with all the things needed to work. The property belongs to Borlas. Borlas property, premises and resources shall be used carefully, reasonably and exclusively for business purposes. In working on projects, employees shall adhere to the same principles of prudent, reasonable and conscientious use of the property, premises and resources belonging to counterparties and provided for the project needs.
  7. Borlas intellectual property includes, but not limited to, trademarks, logo, software products, know-how, etc. These are Borlas high-value assets, any use shall be subject to the law, documented and agreed with the marketing administration and the director of your department / office.
  8. Borlas respects intellectual property interests of third parties. Using without permission someone else's intellectual property would lead both the employee and the entire company to lawsuits and fines, as well as negatively affect the company's image and appeal. Consulting Borlas lawyers is required where the intellectual property of third parties is to be used.

Code Compliance, Reporting, Liability

  1. Borlas interest is to receive timely information on possible violations and encourages the disclosure of information on corruption events that may occur or have occurred, as well as on any actions (omissions) to result in violations of anti-corruption legislation and/or other requirements of the Code. Employees hot line (ethics@borlas.ru) ensures that the information being reported is anonymous and confidential, provides for feedback (if applicable), guarantees protection to persons who make a report in good faith. Borlas clients and counterparties who have information on possible violations of anti-corruption principles can contact Borlas through the available communication channels.
  2. Borlas employees at any level are liable under the current legislation, internal corporate documents of Borlas, for non-compliance with the principles and requirements of the Code, as well as for actions (omissions) of their subordinates that violate these principles and requirements.
  3. Persons who violate the requirements of this Code and anti-corruption legislation may incur disciplinary, administrative, civil, or criminal liability at the discretion of the company, law enforcement agencies or other persons in the manner and on the grounds provided for by the current legislation of the Russian Federation, internal regulatory documents of the company and employment contracts.