1. PURPOSE & SCOPE
The Company regularly relies on partners to conduct its business, whether as distributors, sales representatives or suppliers. As this partner's conduct has a direct impact on its reputation and may result in the Company's criminal, administrative and civil liability, the decision to work with Business Partners must be based on accurate information about the partner's estimated inherent compliance risk.
This Policy applies to all third parties (natural persons, legal entities, etc.) intended to work with the Company to promote, market or resell products and services or perform services on behalf of the Company, if such services include regular interactions with the Company, its Business Partners and end customers.
2. AUTHORITIES
2.1. General Manager 2.2 Heads of Departments 2.2 YSDD
3. DESCRIPTION
3.1 Business Partners/Third Parties - Definition
A Business Partner or Third Party is defined as any natural or legal person not employed by the Company with whom the Company engages in the normal course of business, such as suppliers, agents, distributors, consultants, non-profit organizations and business associates, including , of the parties acting on behalf of - or on behalf of - the Company
3.2 General Principles
Prior to any contractual engagement with a partner, the Due Diligence process must be activated which takes into account the compliance risks associated with the Partner, the specific scope of the engagement and documentation of the results.
No contract should be entered into with any Affiliate unless there is documented approval of the Due Diligence questionnaire results.
Following approval by management, the contract may be entered into, provided that the applicable compliance clauses and declarations of the Partner, according to the level of risk, have been incorporated into the contract.
3.3 Approved Affiliates, Repetition of Due Diligence
Associates approval is valid for a period of 3 years from the date of approval and is valid only for the specified field of activities for which it is granted.
After the expiration of 3 years from the approval, a new Due Diligence check must be conducted with the help of the questionnaire, according to this Policy.
4. RISK ASSESSMENT OF PARTNERS
4.1 Classification of Partner in a Risk category
Based on the due diligence questionnaire, each approved partner will be classified into one of three risk categories:
• Low risk. • Medium risk. • High risk.
Depending on the level of risk, resulting from the assessment of the Partner's data and transactions, the Due Diligence Check must be approved, either by the System Manager only (for Low Risk cases), or escalated to Level 2 or 3 Compliance to conduct enhanced due diligence (for Medium or High Risk cases) prior to final approval by the General Director. The Bribery Management System Officer should evaluate the results of the questionnaire and document their decision as part of the due diligence process (approve, reject or re-process). In case the Associate is approved, he must be classified in the risk category he belongs to.
4.2 Contract Management
For each approved Partner, appropriate compliance clauses must be applied to the contract. The type of clause depends on the level of risk arising from its due diligence as detailed in table 1 and takes into account any findings from the Partner's due diligence.
Risk / Compliance Clauses
Low Risk /No compliance clauses or simplified compliance clauses.Moderate Risk /Standardized compliance clauses to address findings identified during the due diligence process. High Risk /Special compliance clauses to address findings identified during the due diligence process.
5. PERFORMANCE MONITORING
5.1 Performance Monitoring
The relevant Head of Department will be responsible for monitoring, throughout the business relationship, the execution of the contract with the Partner, implementing appropriate measures that allow the Company to deal promptly with any violations of the Anti-Bribery Policy and / or clauses compliance and/or applicable laws. As part of the monitoring, the relevant Department Manager documents that the services provided by the Partner have provided in accordance with the contract. Otherwise, if there is any sanction of the terms of the Contract, the responsible Department Manager is obliged to report it to the Administration for appropriate measures to be taken.
5.2 Inspection
Compliance clauses contain audit rights in favor of the Company. These contractual audit rights are duly reviewed and exercised appropriately, on a risk basis. In the event that the Company becomes aware of any potential non-compliance by any Partner, it will initiate specific monitoring of compliance in this matter in addition to regular audit scheduling. As determined on a case-by-case basis, such monitoring may include requiring the Partner to provide further information, or conducting an inspection and/or final termination of the contract and termination of the business relationship, as the case may be. The scope of the audit covers the Partner's compliance with the Anti-Bribery Policy and any applicable laws, and in particular, the measures taken and implemented by the Partner to remedy any wrongdoing and ensure compliance. The results of the audit are documented. In the event of findings, appropriate measures must be executed and implemented to prevent future violations.
6. RECORDS
Records of the above forms are kept by YSDD for 5 years.
Related Documents: D. 33 Due Diligence & Financial ControlsE. 33-1 Evaluation of Critical Supplier PartnersE. 33-3 Questionnaire D.E. for Third Parties
7. HISTORY OF THE DOCUMENT
Ed. Date Description of Change Version From1 15/07/2024 Initial Version YSDD