Anti-Corruption and Anti-Bribery Policy

Anti-Corruption and Anti-Bribery Policy

 

1. INTRODUCTION

1.1. SMART STYLE S.R.L. (hereinafter “SMART STYLE S.R.L.”) adopts this anti-corruption and anti-bribery compliance policy, in accordance with the applicable national and European legislation (hereinafter referred to as the “legislation”).

1. SMART STYLE S.R.L.’s POSITION

2.1. SMART STYLE S.R.L. has several fundamental principles and values that form the basis for fair and ethical business practices, and therefore, it is important that these are respected. One of these principles is zero tolerance for acts of corruption and bribery, wherever and in any form they may occur. In this regard, SMART STYLE S.R.L. is committed to conducting all its business activities honestly and ethically, adhering to all applicable laws in all countries where it operates.

2.2. In applying these principles, SMART STYLE S.R.L. strictly prohibits its employees from:

• Encouraging, requesting, promising, or allowing anyone else to offer, promise, give, request, agree to receive, or accept a bribe on their behalf;
• Offering, promising, giving, requesting, or receiving or accepting a bribe; or
• Engaging in any other form of corrupt practice, which is defined as the abuse of entrusted powers for private or corporate gain through means that are illegitimate, immoral, or inconsistent with ethical standards.

2.3. Acts of corruption are punishable by imprisonment. In addition, if it is found that SMART STYLE S.R.L. or any of its directors, officers, employees, or other persons associated with the Company (e.g., consultants, contractors, or agents) have been involved in acts of corruption, SMART STYLE S.R.L. may be required to pay fines or other sanctions, and its reputation may be severely affected in public markets and in Romania. Therefore, SMART STYLE S.R.L. takes its legal responsibilities very seriously.

 

III. POLICY PURPOSE

3.1. This policy aims to present the responsibilities assumed by SMART STYLE S.R.L., its employees, and collaborators, as well as to inform the public about SMART STYLE S.R.L.’s position regarding corruption-related actions.

 

1. IMPLEMENTATION

4.1. This Anti-Corruption and Anti-Bribery Compliance Policy (hereinafter referred to as the “Policy”) applies to SMART STYLE S.R.L. and all its subsidiaries, divisions, and affiliated companies worldwide (collectively referred to as the “SMART STYLE S.R.L. Group”).

4.2. The Policy must be followed and implemented by all employees, collaborators, directors, and managers of SMART STYLE S.R.L. (collectively referred to as the “Employees” in this policy).

4.3. SMART STYLE S.R.L. will actively investigate any suspected violation of this Policy and, where applicable, will take disciplinary action against any SMART STYLE S.R.L. Employees found to be involved in bribery or corruption practices, up to and including termination of employment or collaboration contracts.

4.4. SMART STYLE S.R.L. will also enforce appropriate legal and contractual sanctions against any SMART STYLE S.R.L. Business Representative or other business partner found to have committed bribery or corruption offenses.

4.5. SMART STYLE S.R.L. declares that it will provide appropriate compliance and ethics training for its Employees.

4.6. Employees from SMART STYLE S.R.L. are encouraged to consult with a superior or the Compliance Officer if they are unsure about applicable laws, regulations, or instructions, or if they have any doubts about whether a particular payment, benefit, or activity is allowed under this Policy and applicable legislation.

4.7. No employee from  SMART STYLE S.R.L. will risk demotion or other disciplinary action for complying with this Policy.

4.8. Employees from SMART STYLE S.R.L. are required to report immediately to their superiors or the Compliance Officer any known or suspected breach of this Policy by any other SMART STYLE S.R.L.’s  associate, third-party affiliate, or business partner. Employees must never be discouraged by threats of disciplinary action or other adverse treatment from raising known or suspected compliance issues regarding the policy by others.

 

1. WHAT IS BRIBERY AND CORRUPTION?

5.1. Bribery is the act of offering, promising, or authorizing the offering of something of value directly or indirectly, including any advantage, to any person to influence that person or anyone else to perform a specific action or task or to exercise decision-making power incorrectly. Bribery also includes the act of requesting or confirming the receipt or acceptance of any thing of value directly or indirectly, including any advantage that will influence you or anyone else to perform your duties, conduct your activities, or exercise your decision-making power incorrectly. A bribe can be anything of value and may include money, loans, contributions or donations, gifts, entertainment, travel, job offers, reimbursements, discounts, free products, other goods, services, or anything else that might be considered valuable. A bribe can also take the form of a “reward” and may be paid after the recipient has improperly fulfilled their obligations.

5.2. In the act of bribery, two parties can be identified:

• One who gives the bribe, representing the act of bribery – active corruption, and
• One who receives the bribe, who may be accused of taking a bribe – passive corruption.

5.3. It is important to understand that an act of corruption has occurred even if the bribe is unsuccessful and even if a person authorizes or gives instructions for a bribe, but in the end, the bribe is not offered or paid.

5.4. “Anything of value” includes, but is not limited to:

• Cash, cash equivalents (such as vouchers/gift cards), stocks, personal property, and assuming or forgiving a debt.
• Gifts, meals, entertainment, and travel – any corporate travel, gifts, entertainment, and meals must be proportional to the occasion and comply with applicable gift and entertainment policies/standards at your location.
• Political contributions.
• Charitable contributions – if made to a charitable organization at the direct request of a government official or a private business partner, it could be considered an indirect bribe to obtain or maintain business or secure another improper business advantage.
• Job offers or internship awards – offers to government officials (or their relatives) may present a risk of violating anti-bribery or anti-corruption laws and regulations. Compliance should be consulted before making such offers.
• Any non-financial benefit or promise of benefit, if it is granted for an illicit purpose.

5.5. Under applicable laws in Romania, both giving and receiving bribes are punishable by imprisonment for up to 10 years.

 

5.6. Corruption is dishonest or fraudulent behavior by those in power for personal gain, typically involving bribery.

 

1. GIFTS

6.1. Reasonable exchanges of gifts and hospitality may be part of our business practices on certain occasions. These are only permitted if they comply with the intention of this Policy and applicable laws, regulations, industry codes, or local policies, and if they:

• They are not part of a reciprocal exchange agreement.
• They are not given or received with the intention or prospect of improperly influencing decision-making by the recipient or their conduct.
• They are rare (for any individual recipient), legitimate, transparent, proportionate, justifiable, and of reasonable value, as any unbiased third party would consider them normal business etiquette.
• They are given in good faith and transparently.

 

VII. INDICATORS

7.1. In preventing, detecting, and halting corrupt practices, SMART STYLE S.R.L. employees will use the following list of suspicion indicators:

1. The use of an agent with a poor reputation or connections with a foreign government.
2. Disproportionate requests from third parties, success-based remuneration, or commission-based payments.
3. Unusually high commissions or commissions paid in cases where the agent does not appear to have provided significant services.
4. Requests made by third parties regarding unconventional payment methods (e.g., requests for cash payments or undocumented payments that do not follow normal internal control measures).
5. Unusual bonuses that cannot be fully justified.
6. Payments made through third countries considered “tax havens” or to offshore accounts.
7. Private meetings requested by contractors or companies hoping to bid on contracts.
8. Non-compliance with SMART STYLE S.R.L.’s policies and procedures – abuse in the decision-making process.
9. Unexplained preferences for certain subcontractors.
10. Issuing invoices that exceed the contract value.
11. Unusual or unprecedented requests for charitable contributions to government officials or business contacts.

7.2. The above list is for illustrative purposes; SMART STYLE S.R.L. employees should be alert to any other indicators that may raise suspicions of corruption.

 

VIII. RESPONSIBILITIES

8.1. It is the responsibility of every SMART STYLE S.R.L. employee to:

• Read, understand, and comply with this Policy, be familiar with local legislation, any industry codes, and any additional internal instructions concerning the subject of this policy, including any revisions, and confirm awareness by signing the form provided for this purpose.
• Attend training on compliance with the implementation and adherence to this Policy.
• Analyze whether their actions might be considered or interpreted as “bribery” or “corruption” by an independent third-party observer, even if not intended as such.
• Consult with a superior or the Compliance Officer if unsure whether a specific payment, benefit, or activity complies with this Policy.
• Notify a superior or the Compliance Officer as soon as possible if they believe or suspect that a conflict with this Policy has occurred or may occur, including conflicts observed or anticipated with other SMART STYLE S.R.L. associates.
• Cooperate with any internal or government investigation into ethical compliance matters.

8.2. Any SMART STYLE S.R.L. employee who fails to comply with this Policy may face disciplinary action, which could lead to termination of employment with possible immediate dismissal.

8.3. Any report will be treated with the utmost confidentiality, and no action will be taken against the whistleblower as a result of their report, as they will be protected.

 

8.4. Furthermore, any report must be made in good faith, based on actual facts and actions, and the objective judgment of the reporter.

8.5. This procedure applies to all SMART STYLE S.R.L. employees and will be continuously implemented, monitored, and enforced.