1 1. Principles and purposes Anti-Corruption Compliance Policy in Ferronordic Machines LLC Ferronordic Machines LLC (hereinafter FNM ) enjoys valuable reputation for corporate trustworthiness around the world, based on consistently conducting business ethically and in compliance with the laws and regulations governing its activities. FNM therefore states the following principles for its activities: In every country in which it operates, FNM shall abide by the laws and regulations of that country. In situations where the law does not give guidance, FNM applies its own standards based on its corporate values and standards. In cases of conflict between mandatory law and the principles established in FNM, when the applicable legislation contains more stringent anti-corruption restrictions than FNM s Anti-corruption compliance policy (hereinafter the Policy ), then in such a specific situation FNM s employees shall follow norms of the applicable legislation, otherwise the Policy shall prevail. FNM does not offer government bodies and entities, government officials, its counterparties and other parties any rewards or benefits in violation of either applicable law or reasonable and generally accepted business practices. FNM observes neutrality with regard to political parties and candidates. Neither the names nor the assets of FNM and its subsidiaries shall be used to promote the interests of political parties or candidates. Anti-corruption is a field in which legal compliance is of paramount importance. The prevention of corrupt practices is in FNM's business interest because any such corrupt practices undermine fair competition and poses an obstacle to sound profitable transactions. Following the above, FNM does not participate in corrupt practices and takes reasonable steps to prevent FNM and its business partners from taking part in such practices. FNM adheres to the principle of zero tolerance to corruption in any of its forms within both strategic projects and day-to-day activities, including interactions with shareholders, investors, government bodies and entities, government officials, counterparties, subsidiaries, partners and other individuals and entities. FNM guarantees that no sanctions will be imposed on employees who refuse to be involved in corruption activities even if as a result from such refusal FNM has not received commercial or competitive advantages and/or suffered losses, which could be avoided only via violating applicable anti-corruption laws and/or this Policy. In order to achieve the above, FNM has launched the Anti-Corruption Compliance Programme (hereinafter the Programme") which consists of a number of measures aimed at preventing FNM, its affiliated companies and its business partners from taking part in corrupt activities. Such measures are outlined in a number of steering documents that together with this Policy make up the Programme.
2 The Policy is based on the requirements of applicable anti-corruption legislation and is to outline the main principles and requirements established by FNM, define obligations and responsibilities of FNM s employees and other parties, connected with it, as well as the steering documents making up the Programme. The applicable anti-corruption legislation consists of: (i) legislation enacted pursuant to the OECD convention making it illegal to bribe foreign public officials and other international anti-corruption legislation; (ii) national legislation against corruption; and (iii) legislation of foreign states applicable to FNM, including the US Foreign Corrupt Practices Act (FCPA, 1977) and UK Bribery act (UKBA, 2010). For the purposes of the Programme, "corruption" is broadly defined as direct or indirect, personally or via a third party, offer, promise, give, request, accept of a bribe, being an intermediary in giving and/or accepting a bribe, accomplishment of facilitating payments, commercial bribery, bribery of governmental officials, illegitimate use of position for obtaining financial or any other benefit in any form, including cash, services, other assets, property, property rights, services for himself or for other parties or illegitimate provision of such benefit to this individual by other parties. This Policy has been adopted by the Board of Directors of FNM. 2. Application of the Policy and sanctions for its non-compliance The Policy is mandatory for all members of FNM s Board of Directors, its CEO and President and employees not depending on their position and they bear personal responsibility for compliance of their actions with it. Employees compliance with applicable anti-corruption legislation, this Policy and the Programme is taken into account when considering their promotions and nominating to senior positions. Violation of this Policy and the Programme by FNM s employees could bear disciplinary, administrative, civil and/or criminal responsibility at FNM s initiative, initiative of law enforcement bodies or other entities foreseen by the applicable legislation. The main principles and requirements of this Policy also apply to FNM s subsidiaries, its affiliates and counterparties, including suppliers, agents, intermediaries, consultants, representatives and other individuals and legal entities, when such responsibilities are stipulated in agreements with them, in their internal documents or follow directly from the applicable anticorruption legislation. 3. General Anti-Corruption Compliance Procedure The anti-corruption compliance procedure consists of three areas:
3 Detecting Audits Internal Control Program Whistlerblower Investigations Preventing Responding Corporate Organisation Corporate Governance Policies and Procedures Training Financial Control Systems Reporting of noncompliance Disciplinary action Evaluation / amendment of compliance program The anti-corruption compliance procedure is based on assessment and evaluation on a regular basis of corruption risks specific for FNM, taking into account all its business processes and regions and states where FNM perform its activities. Corruption risk assessment and evaluation is also taken into consideration while developing and implementing procedures against corruption in FNM. These anti-corruption procedures are disclosed in this Policy, the Programme and other FNM s internal documents and are mandatory for all employees upon their job responsibilities execution and/or representation of FNM s interests. 4. Responsibilities The CEO and President is responsible for the organization and implementation of FNM s general anti-corruption compliance procedure (anti-corruption compliance system), including appointment of employees and/or entities responsible for the development of anti-corruption procedures, their implementation and control, adopts necessary policies and etc. In order to support management on anti-corruption issues, the CEO and President shall appoint a Compliance Executive to: (i) Oversee implementation of the Programme; (ii) Lead or participate in training and audits; and (iii) Lead investigations into alleged non-compliance. The CEO and President will approve an annual work plan for the Compliance Executive.
4 FNM also appoints at least one person (Compliance Officer) responsible for anti-corruption compliance. Compliance Officer reports to the Compliance Executive on a regular basis on matters relating to anti-corruption compliance. 5. Facilitation payments FNM does not perform any facilitation payments to government authorities, government officials and other entities, no matter what form this facilitation is made in - cash, property, proprietary rights, services and other financial and non-financial benefits. No reference to common use as part of local business practice is allowed. Such facilitation is prohibited unless foreseen by legislation or regulations of governmental authorities or entities. 6. Gifts and hospitality expenses Gifts and hospitality expenses, including meals, business entertainment and travel, could be provided by FNM s employees to other parties on behalf of FNM or received by FNM s employees from other parties in relation to their work in FNM only to the extent they meet the criteria and approval requirements set forth in this section. FNM s employees are prohibited to ask, request or force third parties to provide gifts and/or hospitality to them or to their close relatives. All gifts and hospitality expenses must be pre-approved in writing by the Compliance Officer. Received or provided gifts and hospitality must be: Legal under the written laws, rules and regulations of the Russian Federation and other applicable legislation; Do not create any reputational risk for FNM, its employees or other parties in the event the information on the gifts or the hospitality expenses is disclosed; Directly related to FNM s business activities: either the promotion, demonstration or explanation of FNM s products or services or on the occasion of official public holidays; Intended for a purpose other than to induce a receiver of the gift or hospitality to misuse his/her official position or influence the decisions, which affect FNM s business (for instance, the decision on deal/transaction, agreement, license or permission obtaining, etc.) or other unethical or illegal purposes; Certain not to create the appearance of being an improper payment, remuneration (including hidden remuneration) for the services provided or a conflict of interest; Reasonable and proportionate to the occasion; Should not be high-priced or luxury items or consist of cash, petty cash, securities, precious metals, gift certificates or other money equivalents; Fully disclosed, as appropriate, to the relevant government ministry, agency or instrumentality; and Properly recorded in FNM s books and records. FNM s employee responsible for overseeing the expense must submit supporting documentation to the Accounting Department and the Compliance Officer so that the payment or expense is accurately described and reflected in FNM s books and records.
5 7. Charity, sponsorship and participation in social activities All charity, sponsorship and social activities of FNM should: Correspond to the norms of applicable legislation, principles and requirements of FNM s internal documents, including this Policy; Be directly or indirectly connected to FNM s charter purposes and/or business interests; Have positive influence on FNM s reputation and be effective in achievement of social and public goals; and Be performed without intention to influence decisions of any individuals or legal entities in favor of FNM and/or its subsidiaries and should not represent corruption activities. FNM discloses information about its charity, sponsorship and social activities on its corporate web-site or in other appropriate forms. 8. Relations with counterparties, government officials and other third parties FNM does not pay any expenses of government officials, politicians and for their partis and/or their close relatives or in their interests, including providing them with any material and/or immaterial benefits at FNM s expense (e.g., payment for transport, accommodation, meals, entertainment etc), with the intention of obtaining commercial or other advantages for FNM and/or its subsidiaries or to otherwise affect their activities or decisions. FNM, within its competence, initiates implementation of anti-corruption policies similar to this one in its subsidiaries. It takes reasonable efforts and diligence for the fundamental principles and requirements of this Policy to be observed at joint ventures and alliances where FNM has an interest, and by its counterparties. This Policy also tries to minimize the risk of business relations with counterparties that may be involved in corruption activities. For this purpose FNM: Performs Due Diligence of its counterparties, including intermediaries, agents and joint ventures partners with respect to their reputation and tolerance to corruption, including background checks and analysis of anti-corruption policies and procedures established in these companies; and Informs its counterparties, including intermediaries, agents and joint ventures partners about the principles and requirements of this Policy and analyzes their willingness to comply with them and to mutually facilitate ethical business and prevention of corruption, i.e. includes anti-corruption clauses into contracts with them. FNM does not use intermediaries, partners, agents, joint ventures and other individuals and legal entities to perform any actions that contradict principles and requirements of this Policy or provisions of the applicable anti-corruption legislation. 9. Relations with employees FNM informs its employees about established anti-corruption principles, requirements and implemented procedures as well as sanctions for failure to observe them.
6 For this purpose FNM places this Policy on its corporate web-site for public access and improves the level of its anti-corruption culture by setting the tone from the top and conducting necessary trainings. Members of the Board of Directors, the CEO and President and top management executives of FNM should set the tone from the top by demonstrating ethical behavior and non-acceptance of any forms of corruption at all levels. FNM s employees who doubt that their actions comply with applicable anti-corruption legislation, this Policy and the Program could consult Compliance Officer or Compliance Executive in accordance with the existing procedure. 10. Book and accounting record keeping All FNM s transactions and deals must be accurately, correctly and with an appropriate level of detail reflected in its accounting records, are to be documented and available for review in accordance with applicable legislation. Falsification and misrepresentation of FNM s accounting records, financial, tax and managerial data are prohibited and deemed as fraud. 11. Anti-Money Laundering and Trade Sanctions Money laundering is the process by which individuals or entities try to conceal illicit funds, or otherwise enter into transactions to make these funds appear legitimate. FNM is committed to ensuring that its operations and businesses do not further money laundering or terrorist financing activities. Toward that end, FNM maintains an anti-money laundering compliance program to employ Know Your Customer or KYC principles to all business transactions. Pursuant to this policy, a KYC review should be done in consultation with the Compliance Officer, and should include the following as reasonable and practicable: Verification of the identity of the person or entity involved in the transaction; Confirmation that the customer or potential customer does not appear on any terrorist watch list, such as the Specially Designated Nationals and Blocked Persons List (http://www.ustreas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf); Confirmation that the person or entity will finance the transaction through acceptable means (e.g. wires, checks, credit cards); and Confirmation that the transaction will not involve sales or transfers to or from persons, entities or governmental agencies located in Sudan, Syria, Iran, Cuba or North Korea. 12. Whistle-blowing procedures FNM encourages employees and other individuals in case they have any doubts about lawfulness of actions of other FNM s employees or its counterparties, reasoned suspicions on any corruption activities and other violations that caused or may cause losses to FNM or its employees or impair their reputation, to report this to its hot-line, using one of the following channels:
7 To direct supervisor; Via telephone +7 985 227 7142; Via e-mail legal@ferronordic.ru; Via post-address 141407 Moscow region, Khimki, Panfilova str., vlad. 19, bld. 4; or Via special web-form on FNM s corporate web-site: www.ferronordic.ru. Under existing whistle-blowing procedures FNM guarantees: the confidentiality for the person provided information within the requirements of applicable legislation; that no sanctions would be implemented on employees, who in good faith report any corruption activities performed by another FNM s employee or its counterparty, even if such facts would not be substantiated.