Nagarro Anti-Bribery and Anti-Corruption Policy
1. PURPOSE
The purpose of this Anti-Bribery and Anti-Corruption Policy, which has been developed as a component of the Code of Conduct and sustainability goals of Nagarro, is to reveal the commitments of Nagarro to prevent bribery and corruption in all activities of Nagarro in accordance with the relevant national and international legislative regulations such as the US Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act (UKBA) and the ethical values of Nagarro, to provide the necessary information, to determine the respective responsibilities and rules, and to share these with all stakeholders.
2. SCOPE
This Policy covers, firstly the shareholders of Nagarro, all Nagarro employees including the Board Members and the senior executives, subcontractors/suppliers serving Nagarro, and companies providing consultancy and audit services to Nagarro, including but not limited to all other stakeholders in commercial relation with Nagarro.
3. DEFINITIONS AND ABBREVIATIONS
Nagarro: means “M.B.I.S Bilgisayar Otomasyon Danışmanlık ve Eğitim Hizmetleri Sanayi Ticaret A.Ş.”;
Limits of
Commercial Courtesy: states the maximum acceptable monetary value of commercial courtesies (e.g. gifts, entertainment, meals, drinks, promotional items, tickets for events) whether given or accepted by Nagarro. This value cannot exceed EUR 150 limit.
Gifts: means products not requiring a financial payment and being given by the persons who are in business relations with the Company or by the customers as a sign of appreciation or commercial courtesy;
Policy: means the Anti-Bribery and Anti-Corruption Policy of Nagarro;
Bribe: means cash or non-cash benefits provided for a person or third person that can has access/influence on this person to cause him/her to influence associated decisions and practices, perform a task, fail to perform a task, accelerate or slow down a task, or perform similar actions contrary to the requirements of his/her duty;
Representation
and entertainment: means social activities, trainings, conferences, symposiums, seminars and the like activities and the accommodations and dinner organizations organized in this context by Nagarro;
Corruption: means an abuse of authorities by a person to provide unfair advantage for him/her or others.
Public Official: refers an individual who (is):
- a government official,
- person entrusted with the performance of a public function
- with or for an authority of a state,
- with or for a public enterprise, or
- any other public function
- a public official or other staff member of an international organization, or a person entrusted with carrying out its functions,
- a soldier,
- a judge or
- related third parties.
- any officer or employee of
- a foreign government,
- an agency or department of a foreign government, or
- an instrumentality of a foreign government or
- a public international organization
- any foreign political party, political party official, or candidate for public office and any person working for or on behalf of any of the above entities or individuals.
I. An individual
- who holds a legislative, administrative, or judicial position whether appointed or elected of a foreign country or territory
- exercises a public function on behalf of a foreign country or territory or for any public enterprise of that foreign country or territory or
- is an official or agent of a public international organization
4. BASIC PRINCIPLES
Nagarro respects the anti-bribery and anti-corruption legislative regulations and principles in force in any country, in which Nagarro operates and is represented. These legislative regulations include national legislation, especially the Turkish Penal Code, and legislation with extra-territorial effect such as the US Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act (UKBA) to which it may be subject due to business relations.
Nagarro applies a “zero tolerance” approach against bribery and corruption under this basic principle, and commits to carry out operations fairly, honestly, legally and in compliance with ethical rules.
In this context, Nagarro’s Board Members, senior executives, officials, all employees, including contracted personnel, and all parties acting on behalf of Nagarro and first-degree relatives (mother, father, sibling, child, spouse) of the persons listed shall not make, authorize, offer or promise anything of value, cash or non-cash, directly or indirectly, to anyone, including public officials, employees, or representatives of any government or public or international organization, or to any other third party (public or private sector) for the purpose of obtaining or retaining business, or influencing any other favorable business decision.
Nagarro shall use discretion and care to ensure that any expenditure (i.e., gifts or meals) offered to or received by any Nagarro employee or third party is in the ordinary and proper course of business and could not reasonably be construed as a bribe or improper inducement. Business courtesies cannot be designed or appear to be designed to influence the recipient and secure unfair preferential treatment. A general guideline for evaluating whether a business courtesy is appropriate is whether public disclosure would be embarrassing to Nagarro.
Anything of value, cash or non-cash, cannot be given to any third-party, if there is any suspicion that this may be passed in full to (or shared with) any other-third party or another person (regardless of in the public or private sector) or potential Nagarro customer for the abovementioned purposes.
4.1. Gifts and Gaining Benefits
Except those within the limits of commercial courtesy, none of the Nagarro’s Board Members, senior executives, all employees, including contracted personnel, and all parties acting on behalf of Nagarro and first-degree relatives (mother, father, sibling, child, spouse) of the persons listed are allowed to offer, request or accept any gift, commissions or monies, checks, real estate or securities, discount or advantage, personal service and support, any cash or non-cash benefit which may directly or indirectly influence the preferences and decisions of Nagarro, from third parties, even for charity.
Any gift, benefit, promotional item or service, regardless of it has monetary value or not, cannot be given to Public Officials by any Nagarro employee, under any circumstances.
Nagarro’s Board Members, senior executives, all employees, including contracted personnel, and all parties acting on behalf of Nagarro and first-degree relatives (mother, father, sibling, child, spouse) of the persons listed are allowed to receive a gift or a benefit, which is within the limits of commercial courtesy, subject to the following terms:
- Does not influence any business decision
- Serves a bona fide business purpose
- Is not offered during any pending negotiation, bidding, offer or tender process
- Is given openly and transparently
- Is not against ethical rules, Nagarro policies and principles
Gifts or benefits given for a legitimate business purpose in accordance with the current legislation, excluding cash, can be accepted within the‘limits of commercial courtesy’. In the assessment of a gift or a benefit, the acceptance criteria can be based on whether a public disclosure of the gift or benefit will damage the reputation of Nagarro or cause a perception of corruption.
In the condition that, the BASIC PRINCIPLES stated in the section 4, are fully applied, promotional materials within the ‘limits of commercial courtesy’may be given as gifts by Nagarro to third persons (excluding public officials) to contribute to the publicity or business relationships of Nagarro.
In the policy training sessions, it is clearly explained to the attendees that what kind of promotional items (pen, USB flash disk, block note, calendar etc.) and services (meals etc.) can be acceptable. The relevant party is notified that the promotional materials are given unconditionally. Promotional materials are only for the purpose of promoting and marketing Nagarro services and cannot be given in a way that may amount to obtaining a financial benefit other than that.
The above principles, Policy and applicable rules should be considered before any gift or benefit is offered or accepted. It is necessary to avoid offering or accepting gifts and benefits that raise doubts as to whether they are appropriate or not without the written approval of the compliance officer.
4.2. Donations and Aids
A resolution of the Board of Directors is required for granting any donation. The approval of the Board of Directors is subject to a preliminary review, which will be carried out in accordance with the Nagarro Donations and Aid Policy.
Pursuant to the Donation and Aid Policy of Nagarro, cash donations and aids can be granted to / for,
- Institutions and similar organizations with social purposes,
- The construction of schools, health facilities, etc. which constitute public interest,
- Scholarship to students with insufficient financial situation who need support in their education life,
- People with insufficient financial means who need support for health and treatment purposes.
All kinds of aid and donations must be made through the bank or, in the absence of such an opportunity, by means of receipts, etc., that will allow documentation.
4.3. Political Activities
Nagarro, as a corporation, does not transfer funds either directly or indirectly to election campaigns of political candidates or other political campaigns under no circumstances. Nagarro grants no political aids or donations either directly or indirectly under no circumstances.
None of the Nagarro employees including but not limited to the members of the Board of Directors and the senior executives are not allowed to engage in any rallies, protest, propagandas and any other similar activities inside Nagarro workplace, to run for political offices in local and general elections without resignation, to use any Nagarro owned resources (vehicles, computers, e-mail, etc.) in any activities having political purposes.
None of the Nagarro employees including but not limited to the members of the Board of Directors and the senior executives, shareholders, subcontractors/suppliers serving Nagarro, companies providing consultancy and audit services to Nagarro, including but not limited to all other stakeholders in commercial and social relation with Nagarro, is allowed to use the resources of Nagarro either directly or indirectly for political purposes and campaigns under no circumstances.
4.4. Representation and Hospitality
Nagarro may carry out representation and hospitality activities in order to improve its commercial relations and build a commercial communication network. Nagarro is attentive to have these activities at a reasonable level. Whether the beneficiaries of representation and hospitality activities are public officials or not will not make any difference on Nagarro’s diligence and utmost care.
Representation and hospitality activities, regardless of whether the persons benefiting from such activities are public officials or private sector employees, cannot be provided for the provision of a business or a business benefit or in response to offers in this context. Customers in the public sector, such as state economic enterprises and their employees, or any public administration personnel or representatives of political parties, are not invited to representation and hospitality activities. The main focus of representation and hospitality activities to be carried out by Nagarro is not business or commercial activities.
If the total expense for a single representation and hospitality activity exceeds EUR 150 the approval of the compliance officer or the Board of Directors is required.
4.5. Book Keeping
The points related to the accounting system required to be obeyed by Nagarro are specified in the following within the framework of relevant legislation and regulations:
- Keep the records of all accounts, invoices, and documents regarding relations with third persons (customers, suppliers, other service providers, etc.) in a complete, transparent, accurate, fair, and reliable way;
- Build a control system to prevent unregistered transactions;
- Make no modifications on accounting or the like commercial records regarding any transaction and no distortions of the truth.
In this context, proper care and attention must be paid during the record-keeping of any transaction and to the Nagarro Books and Records Policy within the context of this Policy.
5. DUTIES AND RESPONSIBILITIES
5.1. Board of Directors
The Board of Directors is primarily responsible for the anti-bribery and anti-corruption activities of Nagarro. The Board of Directors adopts the principles covered in this policy and provides the necessary environment for the implementation thereof.
The Board of Directors provides the performance of audits ensures the corrective measures in order to achieve the compliance with legal legislations and regulations, processes and policies.
The Anti-Bribery and Anti-Corruption Policy of Nagarro has been approved by the Board of Directors. Establishment, implementation of the policy as well as updating thereof when necessary are under the responsibility of the Board of Directors.
5.2. Executives and Employees
Nagarro Board Members, officers and senior executives and all Nagarro employees including the contracted personnel are not allowed to offer bribe or accept bribe to/from any natural/legal person, public officials or persons to whom they will indicate or be in corruption.
All employees are obliged to act in line with anti-bribery and anti-corruption rules and Nagarro Ethical Principles.
Top executives ensure the comprehension, implementation and continuance of the principles specified in the text of this Policy by the employees under their administration; evaluate potential risks and their impacts in terms of reputation and finance and take necessary measures for establishing and implementing the control mechanisms for the management of the determined risks.
Highlighting the fact that anti-bribery and anti-corruption activities, transparency and honesty are integral parts of the common values of Nagarro is essential in the messages of top-level executives.
Nagarro employees and executives are provided with training programs to raise their awareness in anti-bribery and anti-corruption during their on-boarding period and in the general trainings which are held twice a year.
5.3. Supply Chain
Nagarro does not work with persons and organizations that might have negative intelligence on bribery or corruption, assessing the organizations, dealers, business partners, and suppliers to be contracted. To that end, Nagarro assesses and selects the organizations, dealers, business partners, and suppliers to be contracted by using appropriate due-diligence methods in compliance with transparency and equality principles in order to provide the best service to its customers and prioritize the interests of Nagarro.
Firms found to involve in collusive tendering through fraud, promise, threat, influence, misappropriation, collusion, extortion, bribe, etc. are included in the list of prohibited firms.
The members of the Board of Directors, the executives and the employees are not allowed to make personal agreements, which weaken the bargaining power of Nagarro, with firms which might be contracted by Nagarro or engage in activities or conduct financial transactions resulting in such outcomes.
6. POLICY VIOLATIONS AND SANCTIONS
In case of any view or suspicion that any person or institution responsible to comply with the rules and principles contained in this Policy, breaches the principles of the Policy, the situation is reported by the relevant persons to the Ethics and Compliance Officer. The Ethics and Compliance Officer forwards the received issues to either Nagarro Ethics Committee to be investigated and finalized. The employee or the complainant is allowed to conceal his/her identity due to security concerns or the like reasons.
No employee can be exposed to maltreatment (disciplinary action, dismissal, threat, mobbing, etc.) because of refuse involving or reporting with good faith and on reasonable doubt- an actual or potential bribery or corruption incident, whether this claim is true or not.
Employees who are resistant to take the training for this policy for the given period of time, will be sent a written notice. The employees who continue the same resistance even after the notice, will be exposed to disciplinary actions
Contact Information:
M.B.I.S Hotline : +90 (850) 260 08 18
M.B.I.S Bilgisayar Otomasyon Danışmanlık ve Eğitim Hizmetleri Sanayi Ticaret A.Ş.
Cevizli Mah. Tugay Yolu Cad. Ofisim İstanbul A Blok No:20 Kat:17 34846 Maltepe / İstanbul
E-mail: uyum@nagarro.com.tr
7. ANNOUNCEMENT AND VALIDITY
This Policy document has been prepared both in Turkish and English and is accessible by the public through the web site of Nagarro (www.nagarro.com.tr).
The policy is reviewed regularly, updated when necessary and announced through the web site of Nagarro.
This updated version, The Anti-Bribery and Anti-Corruption Policy of Nagarro has been approved by the Board of Directors and entered into effect on December 15th,2022.
