A few words about the anti-corruption policy of a Russian legal entity

On January 01, 2013, the new Article 13.3 of the Federal Law No. 273-FZ “On Corruption Counteraction” dated December 25, 2008, came into legal force. It sets the measures that should be developed and implemented by a legal entity aimed to prevent and combat corruption. Such include development of standards and the procedures providing conscientious work of the organization like the code of ethics and an organization’s anti-corruption policy (hereinafter referred to as the “Policy”).
Corrupt practices mean abuse of official position, bribe giving, bribe taking, abuse of power, commercial bribery or other illegal use by an individual of his/her official position in violation of legitimate interests of the company and the state for the purpose of getting some advantage in the form of money, valuables, other property or services of property nature, other property rights for himself/herself or third persons or illegal provision of such advantage to the abovementioned person by other individuals. Performance of the abovementioned on behalf or to the benefit of a legal entity is also considered to be corrupt practices (clause 1 of article 1 of the Federal Law No. 273-FZ “On Corruption Counteraction” dated December 25, 2008).
In legal terms the Policy will be based on:
• international legal standards (UN Convention against Corruption adopted by the United Nations General Assembly at the 51st plenary meeting on October 31, 2003, Criminal Law Convention on Corruption (ETS No. 173) dated January 27, 1999, ratified by the Russian Federation on July 14, 2006, etc.);
• the Constitution of the Russian Federation;
• Federal Law No. 273-FZ “On Corruption Counteraction” dated December 25, 2008, other federal laws and regulations assuming measures aimed at corruption prevention, suppression of corrupt practices and imposing liability for them;
• Charter of the company, local regulations and other organizational and administrative documents of the company in the field of corruption prevention.
The purpose of the Policy is to determine the main principles, procedures and specific steps aimed at prevention and suppression of corrupt practices in activities of the company.
The Policy should set:

  • tasks of anti-corruption activities of the company and the main principles thereof;
  • application area of the Policy and the range of people to whom it is applicable;
  • structure of management of anti-corruption activities of the company;
  • duties of employees and the company related to prevention and suppression of corrupt practices;
  • list of anti-corruption activities performed by the company;
  • responsibility of employees in case of violation of requirements of the Policy.

The objectives of the Policy might include:
• formation of a consistent understanding of the company’s position regarding inadmissibility of all and any corrupt practices among management bodies, employees of the company and the counterparties;
• minimization of the risk of involvement of the company, their executive bodies, employees in corrupt practices irrespective of their position;
• prevention of any corrupt practices and ensuring responsibility for them;
• reimbursement of damages caused by corrupt practices;
• anti-corruption monitoring for compliance of efficiency of measures with the Policy;
• formation of anti-corruption corporate conscience;
• creation of a legal mechanism preventing bribe-giving to the subjects of the Policy;
• setting responsibility of the company’s employees obliging them to know and comply with the principles and requirements of the Policy, key norms of the applicable anti-corruption legislation.
Efficient management of anti-corruption activities of the company is achieved by efficient and prompt cooperation of the supreme managing body of the company (General meeting of participants or shareholders of the company) and the executive body (the CEO, for example).
With this regard the Policy may set the following division of rights and responsibilities:
1) General meeting of members of the company:
• approves key lines of the Policy and controls efficient realization thereof;
• approves this Policy;
• approves amendments and addenda to the Policy;
• controls general results of implementation and use of this Policy.
2) CEO of the company:
• approves the list of activities aimed at realization of the principles and requirements of the Policy, procedure and due dates of realization, controls timely realization thereof;
• appoints officials of the company responsible for realization of anti-corruption activities, determines their powers and differentiates responsibility;
• controls realization of the Policy and upon request of the members submits report for consideration of the sole member/general meeting of members of the company;
• coordinates activities of structural subdivisions of the company in the field of realization of the Policy;
• makes a decision on the basis of the result of consideration of issues related to realization of the Policy, in particular with a view to detection of corrupt practices.
Structural subdivisions of the company and the employees themselves should control compliance with the principles and requirements of the Policy in their current activities, in particular, abstain from behaviour that may be interpreted by others as readiness to commit or to participate in corruption-related offences for the benefit or on behalf of the organization.
Anti-corruption activities of the company should also be enlisted in the Policy and may include:
• anti-corruption expert examination of executive documents and drafts thereof for the company, its branches and subsidiary and affiliate companies;
• ensuring transparent and competitive system of procurement procedures by declaring and undertaking careful planning of needs for products; market analysis; honest and reasonable choice of the most advantageous proposal with comprehensive analysis of benefits and costs (first of all the price and the quality of the product);
• monitoring of anti-corruption measures and activities performed within realization of the Policy, in particular, studying the opinions of employees of the company about existence of corruption in the company and efficiency of performed anti-corruption activities, analyzing complaints and information of individuals and legal entities about corrupt practices in activities of the Company;
• development of an anti-corruption provision to be signed when making contracts with counterparties;
• abstaining from financing by itself or through its employees any political parties, public associations to get or maintain any advantage in commercial activities.
• abstaining from paying any expenses (monetary reward, loans, services, recreation, rest, transportation costs and other rewards) for government officials and their close relatives (or to their benefit) in order to gain or maintain any advantage for the company in commercial activities.
Management bodies of the company, employees of all structural subdivisions of the company regardless of the position shall bear responsibility for compliance with the principles and requirements of the Policy and for the actions (omissions) of their subordinates that violate these principles and requirements.
The sanctions for corrupt practices in activities of the company include criminal, administrative and disciplinary liability in accordance with the legislation of the Russian Federation.



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