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1. POLICY STATEMENT

The objective pursued through this policy and the Tone From the Top of NAPAG’s Top Management is to assert how our company is committed to Anti- Bribery national laws of all countries with whom NAPAG works, not just to be compliant with standard and applicable national regulation but even in order to adequate business practices, human resource practices and treatment of employees and customers.

The scope of this policy is to comply with all applicable Anti-Bribery laws, including but not limited to specific regulations such as the Italian Legislative Decree no. 231/2001, the US Foreign Corrupt Practices Act (FCPA) 1977, the UK Bribery Act 2010 and all national regulations applicable to different countries where NAPAG operates.

This policy supports the NAPAG Code of Ethics by establishing a prohibition of bribery in all forms and through the definition of roles, responsibilities, decision making, and operational procedures to which all NAPAG’s personnel must adhere in management of business relationships.

2. BACKGROUND

Certain activities related to Public and private customers (such as providing gifts, contributions, entertainment, travel-related benefits or facilitation/ improper payments) can violate Anti-Bribery laws around the world. NAPAG may be legally responsible under some circumstances for bribes or attempted bribes made or offered by Third Parties with whom NAPAG deals business. In addition, Bribery exposes NAPAG and all its personnel to various risks like prosecution, fines and imprisonment.

Failing to implement adequate procedures to prevent bribery by NAPAG’s personnel or anyone acting on NAPAG’s behalf, no matter where in the world the bribery takes place, exposes the Company to the risk of fines, expulsion from contracts and significant reputational damage. Furthermore, many clients ask for confirmation of the possession of adequate procedures to prevent kind of bribery being made in the execution of contracts.

This is the reason why this policy prohibits all forms of bribery, requires integrity assessments of Third Parties, internal approvals, proper books and records entries.

3. DEFINITIONS

“Government Official” includes any:

  • Government employees or elected/ appointed officials;
  • Political party;
  • Candidate for political office (even if not currently in office);
  • Consultant, speaker or advisor retained by NAPAG who is a government employee;
  • Employee of a quasi-public agency and other companies or organizations partly or completely owned or controlled by a government.

“Third Parties” includes any person or entity with which NAPAG does business and includes, but may not be limited to, any of the following when they do business with NAPAG or otherwise act on NAPAG’s behalf:

  • Consultants;
  • Suppliers;
  • Distributors;
  • Agents;
  • Independent Contractors.

 

“Bribery” is the act of offering, promising, giving, requesting or accepting anything of value (i.e. money, gifts, hospitality, favors, information, job opportunities) or any benefit or advantage with the purpose to obtain an improper advantage.

“Corruption” is the misuse of power used for personal or private advance, of the person who corrupts or a Third Party they are associated with. The corruption can be performed in different ways and it is usually frequent in the public or government sector. Bribery is one of the forms of corruption.

“Facilitation/improper payment” is a small sum of money paid to someone (often to public officials) in order to speed up and/or secure the performance of their duty. Some examples can be small payments to facilitate routine government action, such as to an immigration official to speed up a customs check or visa application. Facilitation/improper payments are still bribes and they are prohibited by this policy.

“Improper advantage” is defined to mean something to which the company is not clearly entitled, such as a price increase approval.

“Gift & Entertainment” are included gifts, travel expenses, accommodation, services, entertainment, and any other gratuitous item, event, benefit or thing of value received from or offered to any person in connection with the company.

“Red Flags” are signals of risky situations related to bribery actions (i.e. a person/company that might be involved in bribery acts or facilitation/ improper payments or person/company that shows an inclination or proposal to violate Anti- Bribery regulations).

“Tone from the Top” is a term used to indicate organization’s general ethical climate, as established by its Board of Directors and Management Committee. It is the statement of commitment to compliance made by the Top Management; having a strong tone at the top helps the company in prevention of fraud and other unethical practices.

“Whistleblowing” is the disclosure by a person, usually an employee, to the public or to those in authority, of mismanagement, corruption, illegality, or some other wrongdoing. A worker can report things that aren’t right, are illegal or if anyone at work is neglecting their duties.

4. ADDRESSEE

This policy applies to all NAPAG’s personnel and Third Parties.

With the terms personnel and Third Parties are identified:

  • The members of the Board of Directors;
  • Members of the Management Committee;
  • Members of Compliance Committee, employees Consultants, suppliers, agents;
  • Company’s employees and of its subsidiaries;
  • Clients.

NAPAG is committed to take appropriate action against bribery and corruption, through internal disciplinary action against Manager and/or employees involved in bribery actions; and/or terminating contracts with Third Parties including reporting the matter to an appropriate government department, regulatory agency or to the police. Company’s employees are also expected to comply with the Business Gifts and Entertainment Policy which may be helpful in identifying circumstances where corporate entertainment or gift to a client may be acceptable and not related to bribery.

NAPAG’s stakeholder and clients are requested to understand, accept and fully comply with the NAPAG Anti-Bribery and Corruption Program which includes NAPAG Anti-Bribery Policy, NAPAG Code of Conduct and all the related procedures such as Gift & Entertainment Policy etc.

5. NATIONAL REGULATIONS REFERENCES

NAPAG’s internal protocols:

  • NAPAG’s Model of Organization ex. Italian Legislative Decree n. 231/2001;
  • NAPAG’S Code of Conduct;
  • NAPAG’s Policies and Procedures;
  • Any regulatory document/tool that updates and/or supplements to the corporate documents above.

Laws / regulations:

  • Legislative Decree no. 231/2001;
  • Italian Anti-Corruption Law 190/2012;
  • The US Foreign Corrupt Practices Act (FCPA) 1977;
  • UK Bribery Act 2010;
  • Other public laws and commercial anti-corruption regulations in force in the countries in which NAPAG operates and the international anti-corruption treaties.

6. IDENTIFICATION, ESCALATION & REVIEW OF POTENTIAL EXPOSURE TO ANTI-CORRUPTION

The purpose of the NAPAG Anti-Bribery Policy, in coordination with the Code of Conduct, is to establish a framework that provides clarity to the processes within NAPAG Departments designed to:

  • Prevent facilitation/improper payments and prevent the infringement of NAPAG Anti- Bribery Policy; in order to reduce the risk of harms to NAPAG’s reputation;
  • Detect exposure indicators to bribery/ corruption risks at the earliest stage possible;
  • Promptly respond and remediate exposure to risks of corruption or potential violations;
  • Assess the root causes of issues or the identification of weaknesses in the program to prevent their recurrence.

In order to meet these objectives, this policy will define and rule the following processes:

Risk assessment:

NAPAG’s Departments must define and perform an annual Compliance Risk Assessment. The Company Management will evaluate on an annual basis the scope of the Risk Assessment with respect to understanding and identifying the nature of the risk exposure to corruption within the various NAPAG’s Departments. The results of the Risk Assessment Process will be annually reviewed. The Company will inform all Department Managers all employees about the implementation or modification of the control processes within the Company to manage the corruption risks identified.

Identification:

The Company Management is responsible of the monitoring of the Company’s levels of Compliance for the annual risk identification. The scope of monitoring transactions, payments, or transparent deals is to expose indicators of possible corruption risks to the attention of the Company.

The risk identification will be performed even through the execution, by the different employees involved, of Due Diligence analysis and management of external relationships with customers, Third Parties,

administrative service providers, joint venture partners, commercial agents and marketing partners and other relevant parties with whom NAPAG establishes a relationship.

The analysis are reviewed and approved by the Compliance Committee and the Management Committee, and controlled through risk management processes by the employees involved.

Consequently to the identification of Key Risk Areas specific controls/principles concerning bribery and corruption management and corruption- related indicators are updated and/or designed to manage the high risks areas identified.

Through the annual risk assessment process the company provides a structure for the enhancement of transparency for the governance of third party risk management.

Escalation and Review:

Whenever an exposure to anti-Bribery and Corruption risk is identified, for example through the execution of a control process, the escalation is required. Any potential issue must be escalated by all NAPAG’s personnel to the Company Managment.

The Company Managment must take in consideration all issued raised by all NAPAG’s personnel, asking for clarification and acquiring all supporting documents available in order to be able to verify the applicability of the risk/issue.

The Company Managment, once provided all the supporting documents, must involve its employees for the analysis of the concern issued.

The analysis must be performed with the utmost discretion possible and subject to any possible request for anonymity of the person who issued the alert. Informal discussions can be made by Company Managment with personnel suspected to be involved.

All NAPAG’s personnel must collaborate fully and honestly in any company investigations related to compliance and integrity concerns.

7. WHISTLEBLOWING

Whistleblowing is the disclosure by a person, usually an employee, to the public or to those in authority within the Company, of mismanagement, corruption, illegality, or some other wrongdoing.

All NAPAG’s employees must report situations that aren’t right, are illegal or in which anyone at work is neglecting their duties, including:

  • Criminal offence;
  • Non-compliance with regulations by the Company (such as Anti-bribery laws).

In case of known violations of Bribery and Corruption laws by any Company employees or Third parties, the NAPAG’s personnel must promptly report the issue through the anonymous whistleblowing system adopted by the company. The whistleblowing system defines the obligation to report, to the Company Management, any case of known violation or attempted violation.

Reports must be as detailed as possible and supported by documents if existing, in order to conduct effective analysis.

The whistleblowing system ensures the anonymity of those who have reported the issue.

8. STANDARDS OF CONDUCT & PROHIBITIONS

Company personnel are prohibited from offering, promising, authorizing or providing, directly or indirectly through Third Parties, any payments, gifts or anything of value to any Government Official or private customer in order to influence or reward any action or decision by such person in connection with official capacity or for the purpose of obtaining or retaining business.

The company strictly prohibits engaging in or tolerating bribery or any other form of corruption. In addition NAPAG’s personnel are requested to maintain a system of internal accounting controls to ensure that all transactions are properly authorized.

In accordance to Anti-Bribery and Corruption regulations is permitted the occasional offer of gifts in favor of customers and suppliers, potential or existing, and their agents and representatives, in compliance with the laws and as long as are not exceeding a maximum value of courtesy, or they do not compromise the integrity and/or the reputation of one of the parties and that they cannot be interpreted by an impartial observer as aimed at creating an obligation of gratitude or to obtain undue advantages. It is also allowed the occasional offer of gifts of modest value in goods bearing emblems or distinctive signs of the company with promotional and qualification of the company image.

In the normal course of business relationships and at events such as conferences and promotional extraordinary meetings, is finally allowed to offer breakfasts and dinners and short stays in hotel and accommodation facilities, provided they are pure expression of hospitality and not excessive or unusual in value. For what concerns the offer of entertainments or forms of hospitality they must be appropriate and reasonable.

All NAPAG’s personnel, in case of consistent gifts and/or entertainment such as participation in conferences and meetings, must provide supporting documents for the expenses occurred that must always be legitimate by verifiable business purpose.

9. THIRD PARTY: IDENTIFICATION AND RISK MANAGEMENT

Before retaining the services of a potential Third Party, a qualified employee must be identified as responsible for the Third Party’s work for each Department.

The qualified employee must ensure that:

  • Appropriate due diligence has been performed on the Third Party before the counterpart is hired or retained or performs any services for or on behalf of the Company;
  • The contract fully and accurately describe the nature and scope of the services to be performed and the manner in which the Third Party will be paid and reimbursed;
  • The review and approval of the contract has been conducted in accordance with the Anti- Bribery Policy, in addiction every contract must include compliance warranty to compliance to the NAPAG’s Anti-Bribery and Compliance Program;
  • All payments, commissions, reimbursement, expenses or compensations of any kind or nature provided to the Third Party are properly authorized in accordance to this policy and fully and accurately recorded in the Company’s books and accounting records.

10.PENALTIES FOR VIOLATIONS

Violation of this Anti-Bribery Policy means breaking the law, subjecting yourself and the company to criminal penalties or civil sanctions and loss of contracts and the defense of export privileges. Compliance with this procedure is mandatory. Failure to comply with the terms of this policy may subject the individual to disciplinary actions, up to and including termination of contracts.

In consideration of the above NAPAG will terminate also the engagements with consultants, agents, distributors, independent contractors and any other Third Parties who are unwilling or unable comply with Company’s procedure and consequently to represent NAPAG in a consistent manner in accordance with national regulations. In addition, if necessary, the Company eventually will request damages.

11. NETWORK FOR IMPLEMENTATION OF THE PROGRAM AND ESCALATION OF ISSUES

NAPAG’s Managment will establish an Anti- Bribery Compliance Network to facilitate communication, analysis, and developments related to this Anti-Bribery Policy. The purpose of this network is to provide a centralized process across Departments for effective communication to deliver advice of common applicability, clarify instructions and deliver training content.

12. RED FLAGS

Red Flags means risk indices of references, or alarm signals that can occur in certain situations with regards to the risks of corruption.
Company’s personnel, in dealing business activities can better judge cases of potential high risk level situations by verifying the existence of red flags.

In case of red flags identified by the personnel the supporting documents must be sent to the Company Managment to clarify any doubtful situations.

Examples of potential risk situations can be:

PAYMENTS:

  • Use of atypical methods of payment, of large amounts/greater amounts than agreed in the contract reference without right causes;
  • Requests of unusually large or excessive fees, commissions or similar payments.

THIRD PARTIES:

  • Recommendation of the Third Party by a Government Official or a customer;
  • Existence of relationships in the hands of the Third Party, with public officials who can improperly influence the decision of the Public Official;
  • Suspicions of violation or possible violation of national laws or policies (i.e. prohibitions on commissions, currency or tax law violations) in the arrangements proposed by the Third Party
  • Failure of compliance with standards set by the Company;
  • Evidence of information about a Third Party, indicating his possible involvement in unfair trade practices or potential corruption cases ;
  • Refuse from the Third Party to provide Anti- Bribery certifications/compliance with national regulations or in executing a written agreement.

CASH DISBURSEMENT:

  • Evidence of cash payments from other than an established petty cash account;
  • Lack of documentation for petty cash transactions;
  • Non-routine and/or overuse of petty cash.

BUSINESS GIFT AND ENTERTAINMENT:

Employee expense and corporate credit card reimbursement indicates any of the following information:

  • Not adequate or inconsistent supporting documentation;
  • Evidences of approval;
  • No compliance with record keeping procedures;
  • Suspicious or illegitimate expenses;
  • Requests of travel expenses for family members Public or private customer or for additional paid travel not directly related to Company business;
  • Unreasonable Adherence to unfavorable contract terms.

GRANTS & DONATIONS:

  • Charitable Donation proposed and solicited by a Customer;
  • Situations where a reasonable person may conclude that the Company could receive an improper advantage because of the proposed Charitable Donation;
  • Donation to organization where the Director, manager, owner or shareholder is a Government Official from whom the Company may receive business offers that could be influenced by the Government Official.