Our Compliance Program covers all compliance and ethics matters as well as company policies and procedures and has the following components and characteristics:
- Our Board and senior managers believe compliance begins with them and are responsible for setting the proper tone for the rest of the company.
- Our employees will have reviewed the Code of Conduct and company policies which apply to them (e.g., HSE) and understand they are required to comply with them and non-compliance is subject to disciplinary action up to and including termination.
Code of Conduct.
- Our CoC is clear, concise, in dual language and accessible to everyone, including 3rd parties, conducting business on the company’s behalf.
Compliance Policies and Procedure.
- Specific Company policies and procedures detail controls and the individuals responsible for carrying them out. For example:
- Finance will assure Internal Control over Financial Reporting
- Procurement will carry out ABC due diligence on third parties
- Finance will carry out AML due diligence on third parties
- Procurement and Finance will retain due diligence documentation
Oversight, Autonomy, and Resources
- The Compliance Officer is responsible for the implementation of the compliance program, reports directly to and is accountable to the CFO
- The Compliance Officer will monitor compliance with the USA FCPA, UK Bribery Act and any Romanian ABC laws or regulations and if necessary take action to revise any company policy or procedure to assure compliance. Specifically, he will review with the Board of Directors every quarter
- Reported breaches of the CoC
- Control Incident Reports for breaches of the P2P process
- The Compliance Officer will assess and report on overall compliance risk but will focus efforts on the most significant gaps and material risk.
Training and Continuing Advice.
- The Compliance Officer shall conduct periodic ABC and AML training and certification for all directors, officers, relevant employees, and, where appropriate, agents and business partners.
- The Compliance Officer shall verify ABC and AML training quarterly
- The Compliance Officer will provide ongoing guidance and advice on the compliance program
Continuous Improvement, Periodic Testing & Review:
- A company’s business changes over time, as do environments in which it operates, the nature of its customers, the laws that govern its actions, and the standards of its industry
- The compliance officer is responsible for proposing Compliance Program improvements to the CFO for his approval.
Third-Party Due Diligence and Payments.
- Third parties, including agents and consultants are commonly used to conceal bribes and facilitation payments to government officials. The Compliance Officer will:
- understand the qualifications and associations of our third-party partners, including their reputation, and relationship, if any, with foreign officials;
- understand the rationale for including the third party in the transaction; and
- monitor the P2P Due Diligence process to gain self-assurance that it is operating as documented and intended (e.g., it exposes PEP’s and Conflicts of Interest).
- monitor third-party relationships. This may include exercising audit rights, providing periodic training, and requesting annual compliance certifications by the third party.
- conduct a semi-annual assessment of the effectiveness of the Supplier Invoice Payment Policy and procedures (involving sampling controls) and report to the Board of Directors on same.
Confidential Reporting and Internal Investigation.
- Everyone must report suspected or actual misconduct or violations of the company’s policies and be able to do so without fear of retaliation
- The Compliance Officer shall establish a confidential reporting system
- The Compliance Officer shall investigate all submissions received and provide a written report to the CFO on each submission
- The Compliance Officer shall report to the Board on all compliance and ethics matters
Incentives and Disciplinary Measures
- The CFO shall decide disciplinary action and assure it is applied consistently, promptly and is commensurate with the violation.