Anti-Corruption Policy
of Alza.cz a.s.

 

Contents

• Disclaimer
• Art. 1 Corporate anti-corruption policy purpose and scope
• Art. 2 Definition of basic terms
• Art. 3 Company responsibility and core obligations of personnel
• Art. 4 Anti-corruption policy and list of basic principles
• Art. 5 Zero tolerance principle
• Art. 6 Due diligence principle
• Art. 7 Education and awareness principle
• Art. 8 Transparency principle
• Art. 9 Principles of prevention, detection, and response
• Art. 10 Conflict of interest prevention principle
• Art. 11 Gifts and hospitality policy
• Art. 12 Business dealings and tender procedures
• Art. 13 Anti-corruption policy compliance monitoring and the ethics hotline
• Art. 14 Anti-corruption policy availability and interpretation
• Art. 15 Anti-corruption policy validity

Disclaimer

Alza.cz a.s. (hereinafter also referred to as the “Company”) adopts this anti-corruption policy, which develops and specifies the principles set out in the Code of Ethics.

This policy, like the Code of Ethics, applies to all persons acting within the scope of the Company’s activities or in its interest, regardless of their position or job role.

Compliance with the standards of the Code of Ethics and this policy is considered an integral part of the Company’s corporate culture.

Art. 1
Corporate anti-corruption policy purpose and scope

1. The anti-corruption policy (hereinafter also referred to as the “Policy”) lays down the basic principles and specific rules of the anti-corruption policy of Alza.cz a.s. (hereinafter also referred to as the “Company”), which must be observed in their conduct by its representatives, persons in managerial positions responsible for management or supervision, persons with decisive influence over the Company, and employees or persons in a comparable position (hereinafter collectively also referred to as “employees”). This Policy is binding not only for all Company personnel, but also for business partners and other persons acting in the interest of or within the scope of the Company’s activities.
2. The purpose of this Policy is to promote proper, honest, fair, and transparent business conduct by the Company in accordance with the legal order of the Czech Republic, promulgated international treaties, and the Company’s internal regulations.
3. The Policy applies in particular to all persons whose criminal conduct within the meaning of Act No. 40/2009 Coll., the Criminal Code (hereinafter also referred to as the “Criminal Code”), could be attributed to the Company within the meaning of Section 8 of Act No. 418/2011 Coll., on criminal liability of legal entities and proceedings against them (hereinafter also referred to as “CLLE”).

Art. 2
Definition of basic terms

1. Corruption-related criminal offences within the meaning of this Policy include all criminal offences that involve conduct consisting in any use or abuse of power or position for the purpose of obtaining an undue benefit (hereinafter also referred to as “corrupt conduct”). These include, in particular, bribery, i.e. the criminal offences of accepting a bribe (Section 331 of the Criminal Code), bribery (Section 332 of the Criminal Code), indirect bribery (Section 333 of the Criminal Code), as well as the following criminal offences: removal of tissue or an organ and performance of a transplant for remuneration (Section 166 of the Criminal Code), manipulation in insolvency proceedings (Section 226 of the Criminal Code), violation of regulations on competition rules (Section 248(1)(e) of the Criminal Code), obtaining an advantage in the awarding of a public contract, public tender, or public auction (Section 256(1) and (3) of the Criminal Code), manipulation in the awarding of a public contract or public tender (Section 257(1) of the Criminal Code), and manipulation in a public auction (Section 258(1) of the Criminal Code). Criminal offences that may display elements of corrupt behavior in certain specific situations also include fraud (Section 209 of the Criminal Code), insurance fraud (Section 210 of the Criminal Code), credit fraud (Section 211 of the Criminal Code), subsidy fraud (Section 212 of the Criminal Code), operation of dishonest games and betting (Section 213 of the Criminal Code), breach of duty in the administration of another’s property (Section 220 of the Criminal Code), negligent breach of duty in the administration of another’s property (Section 221 of the Criminal Code), misuse of information in business relations (Section 255 of the Criminal Code), abuse of position in business relations (Section 255a of the Criminal Code), and interference with the independence of the court (Section 335 of the Criminal Code).
2. Criminal liability for corruption-related offences may also arise in the case of an attempted corrupt act or its preparation, i.e. merely by creating relevant conditions for committing a corruption-related criminal offence.
3. Criminal liability for corruption-related offences may also arise in the case of participation in corrupt conduct in the form of assistance (enabling or merely facilitating corrupt conduct) or instigation.
4. A bribe is understood to mean any undue advantage consisting in material enrichment or other (including non-material) benefit granted to the bribed person or to another person with the consent of the bribed person. A bribe may therefore take the form of any monetary or non-monetary consideration (provided directly or indirectly) to which there is no legal entitlement and which is typically intended to obtain or retain business otherwise than through one’s own activities and economic performance, or to influence a business or other decision, or to secure another undue advantage.
5. A conflict of interest represents a situation in which, on the one hand, there is a personal interest, and on the other hand, interests that the subjects of such personal interests are obliged to promote or protect by virtue of their position or function. A personal interest is understood as an interest that brings personal benefit to its holder or prevents a potential reduction of material or other benefit.

Art. 3
Company responsibility and core obligations of personnel

1. The Company does not tolerate any corrupt conduct or violations of this policy. All employees are aware that through their decisions and actions they may expose themselves and the Company to criminal, administrative, civil, or labour-law sanctions for corruption-related criminal offences, including in cases of unsuccessful execution or mere preparation thereof.
2. The primary obligation of employees is to refrain from any conduct that could be assessed as corrupt or that could be classified as a corruption-related criminal offence. They are obliged to act in such a way that their conduct does not even give rise to suspicion of corrupt behavior.
3. Conduct in relationships in which employees are in a conflict of interest is prohibited. Employees are obliged to prevent situations that may raise doubts about a potential conflict of interest and, where such a potential conflict arises, to report it without undue delay to the Chief Compliance Officer (CCO).

Art. 4
Anti-corruption policy and list of basic principles

1. The Company fosters an environment in which any corrupt conduct is rejected, and honest and fair conduct aimed at protecting the Company's good name and safeguarding its assets is promoted.
2. The Company strictly rejects any acceptance or offering of bribes, regardless of the form or method of provision. It fosters an environment in which no consideration is provided without legal or economic justification, or without a legal basis.
3. Employees act in accordance with the principle of transparency. They conduct themselves in a manner that does not give rise to doubts about the possibly corrupt nature of their actions.
4. Employees are obliged to strictly avoid any conflict of interest.
5. Any violation of the anti-corruption policy expressed in this article will be assessed as a serious breach of internal rules and values and may result in the termination of a contractual relationship (in particular a business, contractual, or employment relationship) with the Company or in criminal liability.
6. This Policy based on the following principles:
   1. zero tolerance principle;
   2. due diligence principle;
   3. education and awareness principle;
   4. transparency principle;
   5. principles of prevention, detection, and response;
   6. conflict of interest prevention principle.

Art. 5
Zero tolerance principle

1. The Company applies a zero-tolerance principle toward all forms of corrupt conduct.
2. Employees are expressly prohibited from inciting, concealing, distorting, tolerating, accepting, or trivialising corrupt conduct within the Company; they are further prohibited from requesting or accepting any payments, services, benefits, or consideration that are contrary to this Policy or any other internal regulation of the Company.

Art. 6
Due diligence principle

1. In relationships where there is a risk of corrupt conduct, employees are obliged to act prudently and with due diligence.
2. Employees must act with particular caution and care in legal relationships where there is an increased risk of corrupt conduct.
3. In the event of doubts regarding the existence of such a risk or uncertainty about the legal or economic nature of a situation, employees are obliged to consult the matter with their supervisor or with the head of the compliance team. Records of events reported to the head of the compliance team and their resolution are maintained by the compliance team.

Art. 7
Education and awareness principle

1. Employees are required to complete training on the principles, rules, and procedures of the Company’s anti-corruption strategy as part of their initial onboarding training.
2. In addition to legal knowledge, the training also includes insights into model situations in which there is an increased risk of corrupt conduct.
3. As part of the Company’s anti-corruption strategy, employees undergo regular training. The scope and nature of such training depend on their job position and role within the Company.
4. Records of completed employee training are maintained in either paper or electronic form. The records of completed training are kept by the Human Resources (HR) department.

Art. 8
Transparency principle

1. The Company creates a transparent environment as part of its anti-corruption strategy.
2. The principle of transparency applies not only internally within the Company, i.e., in relations among Company employees, but also externally, i.e., in relations with business partners, persons acting in the interest of the Company or within the scope of its activities, or with customers. The Company ensures that this Policy and other key internal regulations in the area of the anti-corruption strategy are also publicly available.
3. The Company familiarises not only its employees, but also its business partners and persons acting in the interest of the Company or within the scope of its activities, with this Policy.

Art. 9
Principles of prevention, detection, and response

1. The Company creates the material conditions necessary for the proper functioning of the compliance team. Members of the compliance team continuously identify indicators of corruption involving legal and natural persons.
2. The specific objective in this area is to minimise losses caused by corrupt conduct and to prevent the recurrence of similar corrupt behavior. In such cases, the compliance team analyses the causes of the corrupt conduct in order to strengthen preventive mechanisms that reduce the risk of repeated occurrence.
3. The objective of the measures must be to ensure that employees are guaranteed the right to submit complaints, proposals, suggestions, and other reports drawing attention to conduct that is contrary to legal regulations or the Company’s internal regulations.
4. Each manager is obliged to evaluate the fulfillment of obligations arising from anti-corruption measures, the effectiveness of their implementation, and the implementation of corrective measures, and, where appropriate, to propose updates to this Policy or to other anti-corruption measures or internal regulations of the Company.
5. The Company’s management, in cooperation with the head of the compliance team, declares its readiness to adopt appropriate corrective measures, depending on the seriousness and nature of any identified misconduct.
6. Corrective measures under the preceding paragraph include:
   1. amendments to the Company’s internal regulations,
   2. the adoption of disciplinary measures, or
   3. the resolution of any damages incurred and informing employees about the steps taken in connection with confirmed corrupt or unlawful conduct, including the assertion of liability for damages.
7. No employee may be subject to any adverse consequences (disciplinary, employment-related, financial penalties, etc.) for reporting suspected corruption, seeking consultation in this area, proposing the adoption of measures or changes to regulations in the area of the anti-corruption strategy, or refusing to accept a bribe. This also applies even if, as a result of such conduct, the Company were to lose a business opportunity.

Art. 10
Conflict of interest prevention principle

1. A conflict of interest is a risk factor that must be prevented as part of anti-corruption measures.
2. Any conflict of interest is strictly prohibited. Any conflict of interest, even a potential one, must be reported to a supervisor or to the head of the compliance team.
3. In their business activities, employees are primarily accountable to the Company and must refrain from any activities that could, even apparently, interfere with the fulfillment of this responsibility.
4. Employees are in particular prohibited from:
   1. entering into a relationship that the employee knows or reasonably assumes involves a conflict between their personal interest and the interests of the Company;
   2. being responsible, as an employee, for business dealings that constitute a conflict of interest, or being personally involved in a business transaction in a way that could affect their objective and independent judgment;
   3. placing orders, awarding contracts, or providing performance to entities owned by the employee’s relatives or close persons or friends, unless such an order, contract, or performance is approved by a supervisor;
   4. entering into contractual relationships, including employment relationships, acquiring equity interests, or otherwise cooperating with the Company’s business partners;
   5. misusing the Company’s business relationships, contacts, data, or other information for personal benefit or for the benefit of a third party;
   6. concealing, distorting, or downplaying any personal, family, or work-related relationships and circumstances that may negatively affect transparent and fair business relations.
5. The existence of a potential conflict of interest does not automatically exclude a third party from relations with the Company. However, if a conflict arises between the interests of the Company and the personal interest of an employee, the subject of such relations must not prioritise their personal interest over the interests they are obliged to promote and protect as an employee of the Company. At the same time, it must be evident to all parties that the third party has not gained any undue advantage as a result of its relationship with the Company’s employees. For this reason, the following procedures are established for situations where a conflict of interest may arise:
   1. employees are required to report to their supervisors or to the head of the compliance Team any situations leading to an actual or apparent conflict of interest;
   2. the supervisor or the head of the compliance Team is responsible for resolving the actual or apparent conflict of interest;
   3. the person affected by the conflict of interest must not participate in or otherwise be involved in decision-making related to the conflict;
   4. the resolution of the conflict of interest must be duly recorded in paper or electronic form.

Art. 11
Gifts and hospitality policy

1. The giving and receiving of gifts and hospitality is generally an accepted element of building good social relationships, but only provided that the established conditions limiting the risk of corruption through such activities are met.
2. Any benefit provided must always be modest and transparent, must serve a lawful purpose that is in the interest of the Company or the building of social relations, and must always comply with internal rules without exception.
3. Employees are entitled to retain a gift if:
   1. the total value of the gift does not exceed CZK 1,000 (including VAT);
   2. the gift consists of food, beverages, or other products with a short shelf life;
   3. the gift is of a promotional nature, i.e., it is marked with the donor's branding (e.g., logo).
4. If an employee is offered a gift that does not meet the Company’s internal rules, the gift must be immediately reported to the responsible person (the employee’s supervisor or the Head of the Compliance Team) in accordance with the Company’s internal regulations.
5. Employees may not, except in cases expressly approved in writing by the Company’s board of directors, accept gifts in the form of any stays, trips, excursions, or invitations to cultural, sporting, or other social events.
6. Employees must not promise, offer, or provide monetary, financial, or in-kind gifts to the Company’s business partners or third parties to which they have no contractual or legal entitlement.
7. The provision of gifts must be in compliance with the Company’s internal regulations.
8. Employees may donate the Company’s in-kind gifts (goods) to a pre-approved contest or for the purposes of another event. Each such donation must be carried out on the basis of a written agreement approved by the responsible director.

Art. 12
Business dealings and tender procedures

1. Employees must maintain equal treatment, transparency, and avoid any discrimination in all business dealings and procurement processes, while also complying with the Procurement Policy.
2. Business partners and individuals acting on behalf of the Company or within its operations must remain trustworthy, solvent, and share the same ethical and moral values regarding the Company’s anti-corruption strategy throughout the duration of their relationship with the Company.
3. All contracts with business partners or individuals acting on behalf of the Company include an anti-corruption clause stating that the person has reviewed this Policy, shares the Company’s ethical and moral values regarding anti-corruption, and will refrain from any behaviour inconsistent with the clause.

Art. 13
Anti-corruption policy compliance monitoring and the ethics hotline

1. To ensure effective compliance with this Policy, the Company has implemented a system that allows employees and third parties to submit reports, including anonymously.
2. Reports are processed regardless of the identity of the reporter or the method of submission. Submitting a report will not result in any sanction from the Company. Only malicious or knowingly false reports are rejected.
3. Reports may be submitted in the following ways:
   1. directly to the Chief Compliance Officer (CCO);
   2. via the ethics e-mail listed on the Company’s website and intranet [email protected];
   3. through an anonymous submission box.

Art. 14
Anti-corruption policy availability and interpretation

1. The anti-corruption Policy is approved by the Company’s board of directors and is published on the Company intranet and in a publicly accessible location on the Company’s website. The rules may be further specified in internal regulations or instructions issued by responsible personnel.
2. When interpreting the principles and rules in this Policy, the substance and purpose must be preserved.

Art. 15
Anti-corruption policy validity

This Policy takes effect on September 29, 2022.