1.     PURPOSE:

 

CSS LLC (“Company”) are committed to conducting our business in accordance with all applicable laws, rules and regulations and the highest ethical standards, and this commitment is embodied in the current legislation of Republic of Azerbaijan and international law. The purpose of this Anti-Bribery and Anti-Corruption Policy is to reiterate CSS LLC commitment to full compliance by the Company, its officers, directors, employees and agents with Code of Business Conduct and Ethics, the U.S. Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act of 2010 and any local anti-bribery or anti-corruption laws that may be applicable. This Policy supplements the Code of Business Conduct and Ethics and all applicable laws and provides guidelines for compliance with the FCPA, the UK Bribery Act 2010 and Company policies applicable to CSS LLC operations world-wide.

For the purposes of this Policy, a “contractor” or “supplier” is defined as a third-party entity or individual who provides, and receives payment for, services or goods related to any aspect of CSS LLC operation, and includes consultants and subcontractors. A “non-supplier vendor” is defined as a third-party individual, company, organization, and/or Government or Government related entity that will receive payment from CSS LLCbut will not provide goods or services in return.

 

2.     SCOPE: 

 

The Company has zero tolerance for any corruption. This Policy is applicable to every employee of CSS LLC, including senior executive and financial officers. The reporting requirement of this Policy is also applicable to CSS LLC’s contractors and suppliers. Director, Management Team, and CSS LLC staff are prohibited from operating or accepting every type of corruption both in direct or indirect manner covering every business and related department in every country. The Anti-bribery and Anti-corruption Policy is needed to be reviewed regularly, including with a possible revision of such policy and implementation provision in order to accord with business changes, regulation, standard, laws.

 

3.     DEFINITION

 

Corruption is the misuse of public power for private profit, or the misuse of entrusted power for private gain. Bribery is the offer, promise, or payment of cash, gifts, or even excessive entertainment, or an inducement of any kind offered or given to a person in a position of trust to influence that person’s views or conduct or to obtain an improper advantage. Bribery and corruption can take many forms, including the provision or acceptance of:

· Cash payments;

· Phony jobs or “consulting” relationships;

· Kickbacks;

 · Charitable contributions;

· Social benefits; or

· Gifts, travel, hospitality, and reimbursement of expenses.

 

4.     POLICY REQUIREMENTS

 

Director, Management Team, and CSS LLC staff are prohibited from operating or accepting every type of corruption both in direct or indirect manner covering every business and related department in every country. The Anti-corruption Policy is needed to be reviewed regularly, including with a possible revision of such policy and implementation provision in order to accord with business changes, regulation, standard, and laws.

CSS LLC personnel and agents are strictly prohibited from offering, paying, promising, or authorizing:

· any payment or other thing of value;

 · to any person;

· directly or indirectly through or to a third party;

· for the purpose of (i.e., in exchange for); o causing the person to act or fail to act in violation of a legal duty; o causing the person to abuse or misuse their position; or o securing an improper advantage, contract or concession;

· for CSS LLC or any other party.

(“Improper Payment Activity”)

 In addition, CSS LLC’s books and records must correctly record both the amount and a written description of any transaction. CSS LLC personnel must ensure that there is a reasonable relationship between the substance of a transaction and how it is described in the Company’s books and records.

 

5.     DISCIPLINE

 

 Any employee who violates the terms of this Policy will be subject to disciplinary action. Any employee who has direct knowledge of potential violations of this Policy but fails to report such potential violations to Company management will be subject to disciplinary action. Any employee who misleads or hinders investigators inquiring into potential violations of this Policy will be subject to disciplinary action. In all cases, disciplinary action may include termination of employment. Any third party agent who violates the terms of this Policy, who knows of and fails to report to CSS LLC management potential violations of this Policy, or who misleads investigators making inquiries into potential violations of this Policy, may have their contracts re-evaluated or terminated.

 

6.     ROLES AND RESPONSIBILITIES

The Director is responsible for determining the policy, monitoring, and forming an effective system supporting Anti-bribery and Anti-corruption policy in order to affirm that the Management Team intensively concerns, emphasizes, and cultivates Anti-corruption mindset as the company’s culture.

The Audit Committee is responsible for revision of financial and accounting reports, internal control, internal audit function, and risk management so that such operations are concise, appropriate, effective, and conformed to global standard.

             

Top Executives, and the Management are responsible for determining Anti-bribery and Anti-corruption system, promoting, and encouraging Anti-bribery and Anti-corruption manner conveyed to all staff and related parties. This also includes reconsideration on system or regulation in order to best adjust with business changes, regulation, standard, and laws.

 

7.     PUBLIC OFFICIALS 

Bribing or corrupting a public official is a serious offence, can carry severe penalties and liability under legislation of Republic of Azerbaijan and can cause significant reputational damage. This policy provides detailed guidelines on gifts and hospitality. Approval must be secured in advance in relation to gifts or benefits received from or offered to public officials, particularly the giving of anything of value to a public official. Offers of internships to government officials or employees of state-owned enterprises must be approved in advance by the HR Manager.  

 

8.     GIFTS, HOSPITALITY AND EXPENSES

 

Company employees may not offer to, or accept from, third parties, gifts, hospitality, rewards, benefits or other incentives that could affect either party’s impartiality, influence a business decision or lead to the improper performance of an official duty. Similarly, they may not offer or accept cash donations.

Company employees may offer and accept ‘reasonable’ and ‘proportionate’ gifts and entertainment, such as dinner, theatre parties or sporting events. In determining what is ‘reasonable’ and ‘proportionate’, employees should consider the value of the gift or benefit (see below), as well as the frequency with which the same or similar gift or benefit is offered.

If prior approval cannot be realistically obtained before the initial acceptance of a gift or hospitality, the employee must report and seek retrospective approval, or otherwise, at the required level as soon as possible after initial acceptance.

Spouses or partners may be included in an invitation to, for example, a sporting event or dinner, where this does not create or give the appearance of an inducement. The same approval limits apply in the case of joint invitations.  

As specified in Law of The Republic of Azerbaijan on Combating Corruption Company employees may not request or accept for himself/herself or other persons any gift which may influence or appear to influence the objectivity and impartiality with which he/she carries out his/her service duties, or may be or appear to be reward relating to his/her duties. This does not include, with the condition of not influencing the objectivity of the service duties, minor gifts as indicated in the article 8.2 of this Law and use of conventional hospitality.

In entering into civil contracts with physical and legal persons or in performing them, officials shall be prohibited from obtaining any privileges or advantages relating to their service activity.

 

9.     PERSONAL CONFLICTS OF INTEREST

 

Company employees must avoid situations or transactions in which their personal interests could conflict or might be seen to be in conflict with the interests of the company. This includes: acting on any client information gained through their employment with the company for personal gain; passing such information to a third party; or acting in any way that could be construed as insider trading.

Conflicts of interest can arise if individuals have a personal interest in business dealings involving the company. Personal interest can be direct or indirect, and refers not only to personal interests but to those of family members and friends. If there is a potential for conflict, the interests of the company must take priority.

Employees must disclose any personal conflict of interest or perceived conflict to their line manager. For company conflicts of interest see Conflicts of Interest policy.

 

10.  PAYMENTS TO FACILITATE TAX EVASION

Company will not facilitate the evasion of tax by a customer, supplier or other third party, including government officials and contractors, by making payments to off-shore bank accounts or by other means which have no commercial basis or clearly could be construed by tax authorities to be to facilitate tax evasion by the recipient.

 

11.  PROTECTED DISCLOSURE/ OPEN TALK

Employees who refuse to accept or offer a bribe, or those who raise concerns or report another's wrong doing, are sometimes worried about possible repercussions. We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this Policy, even if they turn out to be mistaken.

If you are ever concerned that our Policy is not being followed, or simply feel unsure about any situation, it is vital that you speak up and ask a question or share your concern straightaway. Please talk, call or email Company's compliance function, (email: k.farhad@az-css.com) on +99412-488-67-84 (ext. 222)

 

Management of Company is responsible for ensuring those reporting to them are aware of and understand this Policy and are given adequate and regular training on it.

 

12.  VENDOR AND THIRD-PARTY DUE-DILIGENCE

Company will conduct due diligence of all its vendors prior to concluding any commercial agreement. For this reason Company developed a Client Verification Form and will request its vendors to complete before engaging in any agreement. In case of any third-party involvements Company will ask its vendors to conduct client verification of such third-party contractors.

 

13.  CHANGES TO OUR ANTI-BRIBERY POLICY

We keep our ABC Policy under annual review and will notify all parties should there be any changes.