Code of Conduct Airlines Motor Sich

 

CODE OF CONDUCT

of

JSC Motor Sich Airlines



Our values

The values of Motor Sich Airlines are integrity and transparency in doing business.

Motor Sich recognizes that the corruption and other unethical actions also impact its key to the success, including the support and the trust of its clients, in particular.

In support to our value sand views, Motor Sich Airlines developed the present Code of Conduct to resist corruption, bribery and conflict of interests.

Structure of Code of Conduct

The Code of Conduct begins in Chapters 1 and 2, with a description of our purposes and obligations, and providing a number of definitions in Chapter 3.

Chapter 4 describes the situations set by the Code of Conduct, relationships between various Sides, and the procedures stipulated as for the Code of Conduct.

Integration of the Code of Conduct, including functions, responsibilities, communications and training, is described by Chapter 5 together with the determination of potential sanctions for the breach of the Code of Conduct.


CODE OF CONDUCT

1.    PURPOSES

1.1    The purpose of the present Code of Conduct is:
•    To initiate the business practices of Motor Sich Airlines against corruption, bribery and conflicts of interests;
•    To provide employees, business partners and agents with manual instructions.

2.    OBLIGATIONS

2.1    Motor Sich Airlines implements a policy of intolerance for corruption and bribery. This policy covers all the business links and activities  of Motor Sich Airlines in all the countries, where the company, its branches or partners are operating.

2.2    Motor Sich Airlines shall avoid conflicts of interests, real or potential, between Motor Sich Airlines and its employees, business partners and agents.

2.3    The present Code of Conduct shall be continuously reviewed in order to adjust to the changes in legislation, requirements for the reputation and changes in business.

2.4    Motor Sich Airlines and its employees shall agree with the present Code of Conduct, and with the pursuit for the integrity in doing business.

2.5    The Management shall take the responsibility for the implementation of the Code of Conduct, monitoring and solution of the problems related to the policy and norms.

2.6    The present Code of Conduct only sets minimal standards, therefore, one shall have always to observe the national legislation in the country of business activities, if it stipulates more strict requirements.

3.    DEFINITI0NS

3.1    Corruption is the misuse of entrusted power for private gains.
3.2    Bribery is a form of corruption and it is an offer, or exchange of any gift, loan, payment, bonus or any other advantage between a person working for or on behalf of Motor Sich Airlines and any other person as a stimulus to accomplish something unfair, illegal or to abuse the trust for the business of the enterprise. Bribery is a promise, soliciting, agreement and/or exchange of a bribe or other advantage. As per the definitions of the present Code of Conduct, it includes an extortion of a bribe in combination with an explicit or inexplicit threat to give a bribe.
3.3    Ii is also an attempt to whether directly or through intermediaries, to a foreign public official, for that official or for a third party, in order that the official act or refrain from acting in relation to the performance of official duties, in order to obtain or retain business or other improper advantage. (Definition from the OECD-Convention on Combating Bribery of Foreign Public Officials in International Business Transactions).
3.4    Corruption is illegal in the majority of the countries, it is punished by criminal and fiscal sanctions. The persons, participating in corruptive actions, can be imprisoned, and their employer can be imposed large fines or other administrative sanctions.
3.5    Ukrainian companies and citizens of Ukraine can be brought into court in Ukraine for the illegal actions made in other countries.
3.6    Though the company’s employees do not directly participate in corruption schemes, the company can be made criminally liable for such actions made  by third persons, for instance, agents or business intermediaries, for the benefit of the company’s business. It is applied, in particular, to  the cases, when the company conciously used the third persons for the corruption actions. Besides that, an incompliance with due diligence program, can also mean that the company can be accountable for the third persons actions.
3.7    The fact, that corruption is widely practiced in some countries, does not make it legal. References to the local traditions are not accepted as a defense before foreign or Ukrainian  courts, even for small payments.

4.    SCOPE OF THE CODE OF CONDUCT

Bribery, and corruption as a whole, can take various forms. Below, There is a lsit of situations, which often include corruption or other forms of unethical activities.

SITUATIONS
4.1    Kickbacks

4.1.1    Kickbacks are a form of bribery with a purpose to win a bid for a contract. In this situation, the person, who awards a contract or a procurement order, does not necessarily confer upon the best rate or the offer, but to the kickbacks payer. Kickback shall be considered illegal, even if the company, paying them, provides the best rate and could win the bid even without kickbacks.
4.1.2    Motor Sich Airlines will not pay or promise to pay kickbacks in order to win state procurement bids or contracts with private companies.
4.1.3    The epmloyees of Motor Sich Airlines will not solicit for or receive kickbacks in exchage of contract/procurement contract award to a certain supplier.
4.1.4    Motor Sich Airlines will not offer, solicit give or receive any other advantages, which could be considered as liable, independently of the fact, whether such advantage had been given before of after a contract award.
4.2    Political and Charitable Contributions and Sponsorships
4.2.1    Political contributions are a financial or any other kind of support for political parties or political campaigns, whereas, sponsorships donations are the sponsorship of charitable organizations.
4.2.2    Motor Sich Airlines does not participate in payments of political contributions. The employees have their private rights to take part in political processes.
4.2.3    Community support and donations are acceptable, be it in-kind services, knowledge, services exchange, or direct financial contributions. However, managers and employees must be careful to ensure that charitable contributions and sponsorships are not used as a subterfuge for and do not constitute bribery. Therefore, donations shall be provided to certain organizations, but not to individuals..

4.3    Facilitation Payments

4.3.1    Facilitation payments are a form of bribery made with the purpose of expediting or facilitating the performance by a public official for a routine governmental action and not to obtain or retain business or any other improper advantage.
4.3.2    Motor Sich Airlines has a zero tolerance policy regarding facilitation payments.

4.4    Gifts and Hospitality

4.4.1    Gifts imply, for instance, giving flowers, confectionary, wine. Tickets to sports events or theater, being provided individually and not traditional for the given business environment, shall be considered as gifts, as well.
4.4.2    Hospitality means invitations for lunches, receptions, sports and other events, which are regular in the given business environment.
4.4.3    Hospitality and gifts shall be provided within the legislation of the country, where they were offered, provided or received. Motor Sich employees shall take into account, that more strict requirements are applied to the public sector, than that of the private one. In many countries, for example, public officials do not have the right to enjoy any kind of privilege, or receive only those with the prices lower, than the fixed minimal ones.
4.4.4    Motor Sich  Airlines employees do not offer of receive gifts or hospitality, which are unreasonable, excise or higher than a nominal market cost. Besides that, they will never solicitor for gifts and hospitality as for its duties within the company. Motor Sich Airlines employees are not allowed to promise, solicitor or to receive gifts as cash or gifts which are equivalent to such cash means like gifts certificates.
4.4.5    Actually, all the gifts, which could influence on decision-making, are also prohibited. As a rule, special occasion gifts, such as for Christmas, New Year or retirement are not considered as to be having influence, and, thus, are allowed under condition that they remain within the limits described in i. 4.4.4.
4.4.6    Hospitality from business partners is a legal practice, if it is directly connected with advertising, presentation or explanation of the company’s products. Entertainment and trips to rest areas or touristic locations shall constitute a very small part of the hospitality program of the business partners. Except that, coverage of the family members expenses of the business partners is not considered to be a legal practice.
4.4.7    Gifts and entertainments for the parties participating in bids or contest trading are completely prohibited. It is applied  to the bid awarding agencies, to the concerned    state bodies and to the other competing companies.

4.5    Intellectual Property

4.5.1    The employees of Motor Sich Airlines shall provide the protection of the company’s classified information and respect the products of other companies, which are covered by the Intellectual Property Protection Law, and their classified information (generally determined as “protected data”).
4.5.2    When the collection of data on the competitors and on their various business opportunities is a normal and legal business practice, Motor Sich Airlines will not obtain any confidential information, which is not publically available.
4.5.3    In particular, Motor Sich Airlines will not try to obtain confidential information as for the invitation to bids by corrupting the personsm who has got an official accss to such information.
4.5.4    Irrespective of the way it was obtained, for instance, by occasion, or by employing the employees of the competetors, Motor Sich Airlines will restrain from the use of the protected data, which belongs to other persons without their direct approval.

4.6    Independence

4.6.1    A conflict of interests, and, therefore, a lack of independence, can take place in the situation , where an agent, an employee or a manager of Motor Sich Airlines, or his/her close family members:
•    Has a significant financial interest within a competing company, or a company, which has been one of the main clients or suppliers of Motor Sich Airlines;
•    Is an employee or a manager of the competing company, or a company, which has been one of the main clients or suppliers of Motor Sich Airlines;
•    Concluded special contracts or agreements with the companies which directly or indirectly provide benefits to the employees not listed in the contract;
•    Has been in a position, when the loyalty or an honesty of the Director, manager, employee or agent of Motor Sich Airlines is compromised.
4.6.2     Any other question of independence or conflict of interests has to be settled a written form with the executives.
    
 Concerned Parties
4.7    Employees of Motor Sich Airlines

4.7.1    The present Code of Conduct is applied to all the employees of Motor Sich Airlines and to its directors.
4.7.2    The employees of Motor Sich Airlines will not be involved in unethical or corruption activities. In particular, they will not:
•    Offer or give any illegal payments or advantages;
•    Solicit, receive or obtain illegal payments or ask for illegal payments and advantages.

4.8 Business Relationship

The present Code of Conduct is applied to the business relationship with business partners and intermediaries, which are regularly determined as the third parties.
Motor Sich Airlines will follow the due diligence measures, and to demonstrate due diligence before initiating business relationship with third parties. Motor Sich Airlines shall conduct examinations both of perspective and that of effective third parties. Corresponding procedures for this process are available for the employees. This process can be used as a starting point to check other third parties.
Motor Sich Airlines shall register names, results of the check, terms of operations and payments of all third parties.
4.8.1 Subsidiaries and Business Partners
4.8.1.1 Motor Sich Airlines shall comply with due diligence measures before initiating  partnership relationship and guarantees, that subsidiaries and business partners are independent as for a concrete project, as well as, they are aware of and respect our Code of Conduct to resist bribery and corruption.
4.8.2 Distributors and Agents
4.8.2.1 Motor Sich shall comply with due diligence measures before hiring a distributor or an agent..Their background will be checked to discover possible signs/ways of unethical business activities. Corresponding procedures of this process are available for the employees.
4.8.2.1 Especially, compensation paid to distributors and agents must be appropriate and justifiable remuneration for legitimate services rendered. The relationship must be documented and the agent or distributor must contractually agree to comply with our code of conduct. We will follow the conduct of our agents and distributors and reserve the right to termination in the event that they pay or solicit bribes or in any other ways violate this code of conduct or legislation.

4.8.3 Contractors and Suppliers
4.8.3.1 Motor Sich Airlines conductst its procurement practices in a fair and transparent manner and we act with due care when evaluating major prospective contractors and suppliers. We will make our anti-bribery policies known to our contractors and suppliers. We will follow the conduct of major contractors and suppliers and have a right of termination in the event that they pay or solicit bribes in any other ways violate this code of conduct or legislation.
4.8.3.2 Motor Sich Airlines will avoid dealing with prospective contractors and suppliers known to be paying bribes.

Procedures for Individual Cases
4.9. Procedures

4.9.1 In case of being solicited for facilitation payments, excess gifts or hospitality expenses, one has to take the following steps:
   1.  Actively oppose a payment, gift or courtesy of hospitality.
   2. Once there is an opportunity, before making any payments, report on the demands to  his/her manager.
   3. Minimize any amounts.
   4. Register the information on the payment.
4.9.2 In case of conflict of interests, the following steps have to be immediately taken by an agent, an employee or a manager of Motor Sich Airlines, participating in this conflict:
   1. Notify the management.
   2. Refuse from this concrete assignment.
   3. In cases, when the executives believe that the conflict of interests is not essential, a written approval has to be confirmed by the management.
4.9.3 Motor Sich developed a set of procedures for a further support of the present Code of Conduct. It includes the procedures of reporting on breaches of the Code of Conduct and for the inspection of business partners.
4.9.4 Such procedures can be found in Motor Sich Arlines Non-involvement Corruption Programs.

4.10  Complains and Reporting

4.10.3 The employees are advised to report on cases of unethical or corruption activities in regard of the business of Motor Sich Airlines. They can accomplish that by communicating with a manager or a Person responsible for the compliance with the UN requirements (see below in Chapter 5 to obtain additional information on the Person responsible for the technical compliance with the UN requirements). The employees, who report (whistle-blowers) shall not be repressed or punished.
4.10.5 Complains for unethical actions or for corruption behavior as for Motor Sich Airlines business, could be also presented by exterior parties.
4.10.6 Motor Sich Airlines will consider only those complaints, which are related to the company or its subsidiaries. The complaints of Motor Sich Airlines employees are actual only in regard of their duty position. The complaints related to personal matters of the employees do not represent any interest and they will be immediately retrieved.
4.10.7 Complaints can be provided anonymously. Nevertheless, it is desirable that the contact information would be presented, in case if Motor Sich Airlines would need additional information for the consideration of a case. In regard of either interior or exterior complaints, Motor Sich Airlines will adhere confidentiality as for the personality of “whistle-blowers” and tip-offs.
4.10.8 Safety of the information on the ‘whistle-blowers” will adhere to the rules of the protection of personal information, in particular, those, which stipulate deleting information, being of no interest for the company.

5. IMPLEMENTATION OF THE CODE OF CONDUCT
5.1 Roles and Responsibilities

5.1.1 The responsibilities of each employee include a resistance to bribery and corruption by means of the observation of the present Code of Conduct. Each manager and employee shall have an individual obligation to guarantee the fact, that cooperation with state duty officers is in a compliance with all applied legislation and provisions, as well as with the present Code of Conduct.
5.1.2 The responsibilities of each manager include reporting on the present Code of Conduct and to be liable for all the employed and exterior staff, working on behalf of Motor Sich Airlines within the field of his/her accountability and understanding of the purpose of the Code of Conduct, as well as the measures related.
5.1.3 Chapter 4 of the present Code of Conduct sets minimal requirements for kickbacks, political sponsorship, charitable donations and sponsorship activities, gifts and hospitality, intellectual property, independence. They do not replace any state legislation, therefore, in any situation it is necessary to adhere to the effective laws and regulations/
5.1.4 Motor Sich Airlines has established a position for a Person responsible for the compliance with the UN requirements to provide the implementation of the present Code of Conduct.
5.1.5 The Person responsible for the compliance with the UN requirements shall accomplish the tasks of a Help Desk. Should employees have any doubts for the ethics of  behavior in conducting business on behalf of Motor Sich, they can communicate to him/her on a piece of advise.
5.1.6 Complaints and assistance inquiries will be considered as undisclosed.

5.2 Communications and Training

5.2.1 Motor Sich Airlines guarantees that all its employees have been notified on the context of the present Code of Conduct and they understand them. A copy of the Code of Conduct will be available to access on Motor Sich Airlines web-site.
5.2.2 Every employee shall have a corresponding training, and the company’s  new workers will get aware of the Program by instructions. An annual mandatory training shall be provided, as minima, to the key management. Training shall include reporting on the data of their activities compliance with the laws, norms and standards of the conduct.

5.3 Sanctions

5.3.1 No employee shall be fined or subjected to any punishment for a refusal to give a bribe even if, in the result of its actions, Motor Sich Airlines can loose its business.
5.3.2 No employee shall be punished for raising an issue or a report on an unethical conduct or corruption.
5.3.3 A breach of the present Code of Conduct can serve a reason for a disciplinary action and a follow-up dismissal. In case, if a non-fulfillment of the present Code of Conduct stipulates a breach of the legislation, as well as of any other form of bribery, this information shall be delivered to the national authorities for further criminal jurisdiction.