Anti-Corruption And Anti-Bribery Policy

OBJECTIVE

Prevent and detect corruption, bribery and financial crimes in all TBTBG operations and activities, complying with applicable laws and regulations, and promoting an ethical and integrity culture in the organization, in line with international and local anti-corruption and anti-bribery standards, as well as relevant financial regulations.

SCOPE

This policy is applicable to all TBTB employees, regardless of their geographical location, as well as to third parties who are engaged in activities related to the organization, such as suppliers, strategic allies and consultants. This policy supplements TBTB’s Code of Conduct and Ethics

RESPONSIBLE:

Board of directors

Approve policies to comply with related regulations
Supervise and monitor compliance with anti-corruption policies and procedures, and take immediate action in case of detecting inappropriate conduct.
Cooperate with authorities and corruption-related investigations, and take corrective action if the company is found to have engaged in corrupt conduct.

Human resources

Establish a culture of ethics and integrity in the company, and ensure that it is promoted throughout the organization.
Provide regular training to employees on the risks of corruption and how to prevent it, and ensure that company policies and procedures are understood and followed.
Disseminate the provisions of this policy and evaluate its understanding.

Employees

Comply with all company anti-corruption policies and procedures, and act in an ethical and integrity manner at all times.
Report any suspected corrupt conduct to supervisors or the company’s compliance department.
Cooperate with corruption-related investigations, and provide truthful and complete information if requested.
Participate in training and ongoing development related to the prevention and fight against corruption.

DEFINITIONS

Anti-corruption: set of measures, strategies and actions aimed at preventing and combating corruption in an organization.
Anti-bribery: set of measures, strategies and actions aimed at preventing and combating bribery in an organization.
Whistleblowing channel: mechanism or tool established by an organization so that its employees and stakeholders can report acts of corruption or bribery confidentially and anonymously.
Conflict of interest: A situation in which an employee or representative of an organization has personal interests that may influence his or her ability to make objective and fair decisions on behalf of the organization.
Corruption: dishonest or fraudulent conduct involving the improper use of public or private power to obtain undue personal or business benefits.
Due process: a legal guarantee that ensures that any individual accused of a crime or infraction has the right to a fair trial and to be heard impartially.
Business ethics: set of values, principles and standards that guide the ethical and responsible conduct of an organization in its business activities and relations with all stakeholders.
Integrity: a quality that refers to the honesty, transparency, and consistency of an organization’s values and principles, and its ability to fulfill its commitments ethically and responsibly.
Money laundering: The process by which money or other assets generated from illicit activities are transformed into seemingly legitimate assets.
Anti-Corruption and Anti-Bribery Policy: A document that sets out the rules, procedures, and internal controls necessary to prevent and combat corruption and bribery in an organization.
Gifts and hospitality: gifts, gratuities, or invitations to events that may be offered by vendors, customers, or other interested parties to an organization’s employees, and that may have the potential to influence their business decisions.
Corporate social responsibility: An organization’s voluntary commitment to act ethically and responsibly in its relations with stakeholders, including employees, suppliers, customers, and society at large.
Bribery: offering, promising, accepting, soliciting, or receiving any kind of improper benefit for the purpose of influencing a business or governmental decision.
“Anything of value”: A term used to refer to any object or asset having an economic or commercial value, including, but not limited to, cash or equivalents, gifts, services, offers of employment, loans, travel expenses, entertainment, political contributions, charitable donations, subsidies, per diem payments, sponsorships, honorariums, or any other assets, even if of nominal value.
“Code”: refers to TBTB’s Code of Conduct and Ethics, which sets out the ethical principles and standards to be followed in the company.
“Anti-Corruption and Anti-Bribery Laws”: A set of laws and regulations that seek to prevent and punish improper payments, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act of 2010, as well as applicable international conventions, such as the Organization for Economic Cooperation and Development Bribery Convention and the United Nations Convention against Corruption.
“official of a national or foreign government” means any person holding an official position in a government or any department, agency or dependency of a government, as well as any person acting in an official capacity on behalf of a government, including officials or employees of government-controlled companies, international public organizations and political parties, as well as candidates for political office.

REGULATIONS

Law 1474 of 2011, known as the Anti-Corruption Law. This law establishes measures to prevent, detect and punish corruption in the public and private sectors, as well as to promote transparency and accountability.
Law 1778 of 2016, which establishes that companies can be criminally liable for acts of corruption committed by their employees or legal representatives.

Law No. 30424, known as the Law on Criminal Liability of Legal Persons. This law establishes that companies can be criminally liable for acts of corruption committed by their employees or legal representatives.

Law No. 30737, known as the Anti-Corruption Law, which establishes measures to prevent, detect and punish corruption in the public and private sectors, as well as to promote transparency and accountability.

The Foreign Corrupt Practices Act (FCPA) states that U.S. companies and foreign companies listed on the U.S. must comply with certain requirements to prevent corruption in their international operations.
The Health Care Fraud and Abuse Act (HFCA) establishes measures to prevent health care fraud and abuse.
Bribery Act. This law establishes that companies can be criminally liable for acts of corruption committed by their employees or legal representatives.
Modern Slavery Disclosure Act, which establishes measures to prevent slavery and human trafficking.
In addition, the UK has the Extractive Industries Transparency Initiative (EITI), which aims to promote transparency in the extractive sector.

DEVELOPMENT

This Anti-Bribery Policy provides additional guidance and procedures to all TBTB employees to comply with anti-corruption and anti-bribery laws and regulations. TBTB employees should read this Policy carefully and refer to it as issues are raised.

It is important that TBTB employees understand this Policy. This Policy is not intended to be exhaustive as to a number of circumstances that may arise, but rather to set forth fundamental principles and standards. If a particular situation is not covered or explained in this Policy, the employee should consult his or her direct manager, or the Human Resources Manager. An employee who is faced with a particular situation in which the employee believes involves a violation of this Policy must follow the reporting procedures set forth in TBTB’s Code of Conduct and Ethics

The requirements of this Policy also apply to Third Parties engaged in TBTB-related activities. This Anti-Bribery-Anti-Corruption Policy does not alter in any way the contractual relationship between TBTB Global and Third Parties.

STATEMENT OF COMMITMENT

TBTB is committed to a zero-tolerance policy towards bribery and corruption in all its forms. By virtue of its commitment, TBTB is committed to managing the risks associated with bribery and corruption in a structured and strategic manner, and to promoting an ethical culture that is essential to preventing, detecting, investigating, and remediating these problems.

The company is also committed to preventing damage to its image and reputation by adopting and complying with provisions that prohibit the commission of actions constituting bribery or corruption. In addition, it ensures that it presents information and records transactions accurately, as well as has internal controls in place that ensure proper surveillance and safeguarding of business assets.

Employees are committed to applying the criteria established in this policy and adjusting their actions in accordance with the corporate values and guidelines defined in the Code of Ethics and Conduct, as well as in other related documents. In addition, each employee is responsible for reporting and/or reporting any possible case of bribery or corruption of which they may be aware.

RISK ASSESSMENT

TBTB has a procedure in place to identify, assess, document, manage and mitigate risks in all its categories including corruption. This process is done at least once a year or when special circumstances occur, such as a change in market conditions, the launch of a new product or service, or when a corporate restructuring occurs

TBTB has developed control activities for each of the bribery and corruption risks identified, with the aim of detecting, preventing and reducing events that may affect the company. These activities are preventive or detective, and cover a wide range of measures, such as approvals, authorizations, segregation of duties, verifications, performance evaluations, user profiles and access controls, as well as physical controls, among others.

POLICY ENFORCEMENT

The implementation of ethical and compliance policies is essential to ensure integrity and transparency in any organization. In the case of TBTB, the anti-corruption and anti-bribery policy is a clear and concise commitment by the company to conduct its business and operations with high ethical standards. In this regard, specific control activities are defined below to identify, prevent and mitigate bribery and corruption events.

Prohibited Payments and Conduct

It is prohibited for TBTB and its employees and Third Parties to give, promise to give, offer to give, or authorize another person to pay anything of value, whether directly or indirectly, to any domestic or foreign government official or other Person for the improper purpose of influencing any action or decision of the Person and/or the entity the person represents to secure an improper advantage or to otherwise obtain or maintain business for TBTB.

This Policy also prohibits improper payments. Neither TBTB nor its employees or Third Parties may authorize any person or entity or give or promise or offer anything of value to a person for the improper purpose of influencing any action or decision of the person and/or entity that the person represents to secure an improper advantage or to otherwise obtain or maintain business for TBTB. Nor will TBTB and its employees or third parties make, offer to make, or authorize a payment to any person or entity (e.g., suppliers, customers, or intermediary), knowing that all or part of the payment will be offered or given to a person to secure an improper advantage or to obtain or maintain business.

Hospitality & Gifts

At TBTB, we are strictly prohibited from accepting inappropriate gifts. We pride ourselves on maintaining the highest standards of integrity and transparency in our business practices. The following prohibitions apply to the acceptance of gifts by our employees:

Prohibition of Accepting Inappropriate Gifts: TBTB employees are prohibited from accepting gifts that compromise their integrity or independence in decision-making. This includes any gifts that may unduly influence business actions or employee fairness. We value fair and merit-based decision-making in each situation.

Prohibition of Cash Gifts: It is strictly forbidden to accept gifts in cash or cash equivalents. This prohibition ensures transparency and avoids any potential conflicts of interest. We believe in fairness and fairness in all of our business interactions.

Prohibition of Illegal or Controversial Gifts: TBTB employees must refrain from accepting gifts from organizations or individuals that are involved in illegal or controversial activities. We are committed to maintaining high ethical and legal standards in all our business relationships. We value our reputation and ensure that our actions are aligned with our core principles.

Promotional Activities:

At TBTB, we are committed to carrying out promotional activities ethically and responsibly, while maintaining the highest standards of integrity. As such, it is important to remember and adhere to the following prohibitions in relation to our promotional activities:

Promotional activities that are misleading, fraudulent, or likely to mislead our valued customers or the general public should not be conducted. We value transparency and honesty in all of our promotional communications.

It is strictly forbidden to use aggressive or unethical marketing tactics that may damage our company’s reputation or negatively affect our competitors. We seek to compete fairly and respectfully in the marketplace.

The intellectual property rights of third parties must not be infringed in our promotional activities. This includes not using trademarks, logos, or copyrighted content without proper authorization. We respect and value the intellectual property of others.

It is strictly forbidden to use false or misleading information in our promotional materials or in communication with our customers. We strive to provide accurate and truthful information, ensuring the trust and satisfaction of our customers.

We must not conduct promotional activities that violate applicable laws or regulations. It is critical to comply with all relevant laws and regulations to ensure regulatory compliance and avoid any harm or harm to consumers.

Permitted Relationships with Domestic or Foreign Government Officials

Permitted relationships with domestic or foreign government officials must be subject to certain rules and restrictions to avoid any conflict of interest or receipt of bribes. These relationships must be transparent and legal, and must always comply with applicable laws and regulations.

Normal and legitimate contact to comply with legal or regulatory requirements.
Participation in social or cultural events.
Payment of regular fees or taxes, as long as they are made in accordance with established official procedures and regulations.
The delivery of modest and promotional gifts.

However, the following actions are practices that are not acceptable at TBTB.

Offering or accepting bribes or improper inducements to influence a government decision.
Offering or accepting gifts that exceed the limits of those allowed.
Making political donations in exchange for favors or contracts.
Hiring relatives of public officials without reasonable justification.

Facilitation Payments

Facilitation Payments to domestic or foreign government officials made in order to expedite or ensure routine non-discretionary actions (e.g., processing applications for visas, customs invoices, or other government documents) are not permitted.

Accounting and Financial Controls

In accordance with all relevant rules and regulations and its internal procedures, TBTB requires that all books, records and accounts be kept in reasonable detail so that they accurately and faithfully reflect all transactions and dispositions of assets and that internal controls are maintained to reasonably ensure that the board is aware of and handles all transactions ethically and in compliance with policies applicable of TBTB. False, misleading, incomplete, inaccurate, or contrived entries in TBTB’s books and records are strictly prohibited.

Benefits or third-party payment

TBTB prohibits any payment or other financial benefit to Third Parties made with the knowledge that partial or full payment or anything of value will be offered, given or promised, directly or indirectly, to any Person for improper purposes.

TBTB’s employees must exercise reasonable and appropriate due diligence in the selection of third parties and must appropriately structure business relationships, especially with respect to Third Parties that may be used in any business with or interacting on TBTB’s behalf with domestic or foreign government officials. No Third Party shall be authorized by TBTB without first following the standard operating guidelines and procedures.

Any alleged violation of anti-corruption or anti-bribery laws by a Third Party must be brought to the attention of the Legal in the form of confidential communication, for the purpose of obtaining legal advice.

Charitable Donations:

It is strictly forbidden to donate to organizations that are involved in illegal or controversial activities. TBTB ensures that it conducts due diligence and prior assessment of beneficiary organisations to ensure that they comply with ethical and legal standards.

Donations that create a conflict of interest for the company or its employees are not allowed. TBTB is committed to maintaining impartiality and avoiding any appearance of favoritism in its donation activities.

Donations should not be made without proper evaluation and analysis of the beneficiary organizations. TBTB ensures that all donations are supported by accurate and verified information about the organization and its social impact.

Mergers, acquisitions and joint ventures

TBTB could be held liable for bribery and other corrupt practices committed by acquired companies obtained through a merger or acquisition, or for bribery or corrupt practices committed by an acquired company.

Anti-corruption and anti-bribery due diligence must be conducted, in accordance with TBTB’s applicable business practices and procedures, before making any investment in a non-TBTB business entity or entering into a risk-sharing agreement with a partner.

Money laundering and terrorist financing
Acts of money laundering and terrorist financing are not tolerated by TBTB.
All TBTB workers, employees, and third parties must ensure compliance with laws related to the prevention of money laundering and terrorist financing.
TBTB has established measures to prevent, detect and respond appropriately to the risks of money laundering and terrorist financing.
Activities related to Money Laundering and Terrorist Financing can generate not only criminal and economic sanctions for the natural or legal persons involved, but also legal, criminal and economic sanctions for TBTB, which can cause enormous damage to the reputation and trust of customers and other stakeholders.

Purchasing & Procurement

At TBTB, we are committed to maintaining the highest standards of integrity and ethics in our purchasing and procurement activities. As part of our Policy and in compliance with our Procurement Procedure, the following prohibitions are established:

No Accepting Bribes: It is strictly prohibited for our employees to accept improper bribes, payments, or benefits from suppliers or third parties related to the purchasing and procurement process. We adhere to fair and transparent business practices, avoiding any form of corruption.

Prohibition of unauthorized payments: Unauthorized payments should not be made to suppliers or third parties involved in the purchasing and procurement process. All payments must follow the procedures and authorizations established by the company, ensuring transparency and proper control of financial resources.

Prohibition of undue benefits: It is strictly forbidden to accept undue personal benefits from suppliers or third parties in connection with purchasing and procurement activities. Our employees must make impartial decisions based on objective criteria, without letting personal interests influence the process.

REPORT POTENTIAL VIOLATIONS/QUESTIONS RELATED TO THIS POLICY.

Each employee has a duty to prevent any violation of this Policy by reporting any questionable situation to his or her superior or the Human Resources manager. It is TBTB’s policy that there is no retaliation against employees for reporting potential compliance issues.

TBTB employees are responsible for reporting problems related to, or potential violations of, this Policy in accordance with the Code and/or the procedures in place for reporting them in their respective countries.

As well as to report known and/or identified incidents, through the channels provided for this purpose such as email etica@tbtbglobal.com or Complaints | TBTB Global

PENALTIES AND COLLATERAL CONSEQUENCES DERIVED FROM NON-COMPLIANCE WITH THIS POLICY

Violations of anti-corruption and anti-bribery laws may result in severe civil and criminal penalties for TBTB, its employees, and Third Parties, in addition to potential disciplinary action against employees.

Failure to comply with this policy will lead to the opening of the corresponding inquiries or investigations. The company will not retaliate against the whistleblower or any person who, in good faith, reports concerns about corruption risks. However, it is unacceptable and considered a violation of this policy to make a report or provide information knowing that such information is false or ill-intentioned, in which case there will also be penalties.

DISCLOSURE

This policy must be shared with all employees, as well as be included in the general induction of new employees.

MONITORING

A review of the objective and components of the Anti-Corruption Policy and related policies or guidelines must be carried out at least annually, in addition to monitoring the risks identified and the adequacy, suitability, and effectiveness of the controls implemented in the different processes as part of the implementation of this policy. In any case, each employee is responsible for ensuring compliance with the controls in their charge and with the ethical standards established in this policy.