Anti-corruption policy

1. General Provisions

1.1. This Anti-Corruption Policy of OPTIMUM Design Institute LLP (hereinafter referred to as the “Company”) defines the key requirements aimed to prevent corruption and comply with the applicable laws of the Republic of Kazakhstan by the Company, the Company’s employees and other persons who may act on behalf of the Company.

1.2. This Anti-Corruption Policy has been developed in accordance with the anti-corruption legislation of the Republic of Kazakhstan (the Law of the Republic of Kazakhstan “On Anti-Corruption”) and establishes the basic principles of anti-corruption in the Company.

This Anti-Corruption Policy is aimed to prevent possible actions of a corrupt nature and create the atmosphere of corruption disregard.

1.3. The main goal of this Policy is to develop a legal culture for the Company’s employees that rejects corruption and ensures the principles of honesty and integrity in the performance of their official duties.

2. Concepts and definitions

Employee is an individual who has an employment relationship with the Company and directly performs work under an employment contract.

Counterparty is any individual or legal entity with whom the Company enters contractual relationship, with the exception of labor relations.

Anti-corruption policy is an activity aimed to create effective system of anti-corruption and reducing corruption risks.

Corruption – For the purpose of this Anti-Corruption Policy, corruption is any of the following actions (inactions) committed by the employee (employees) of Company:

1) transfer (provide, render) personally or through an intermediary of property or non-property benefits or advantages to persons holding a responsible public position, persons authorized to perform state functions, persons equated to persons authorized to perform state functions, officials or third parties in exchange for the illegal use by relevant persons holding a responsible public position, persons authorized to perform government functions, persons equated to persons authorized to perform government functions, officials of their powers of office (service) and related opportunities in the interests of the Company or entities associated with it. These actions are recognized as corruption, regardless whether there was actually an illegal use by the relevant persons of their official (service) powers and related opportunities in the interests of the Company or its related entities. These actions are also recognized as corruption regardless whether any of the persons involved have been held accountable. These actions are also recognized as corruption in cases where they are committed on behalf of the Company;

2) a promise (offer) to transfer (provide, render) personally or through an intermediary property or non-property benefits or advantages to persons holding a responsible public position, persons authorized to perform state functions, persons equated to persons authorized to perform state functions, official persons or third parties in exchange for the illegal use by relevant persons holding a responsible public position, persons authorized to perform state functions, persons equated to persons authorized to perform state functions, officials of their powers of office (service) and related opportunities in the interests of the Company or its related entities. These actions are recognized as corruption, regardless whether there was actually an illegal use by the relevant persons of their official (service) powers and related opportunities in the interests of Company or its related entities. These actions are also recognized as corruption regardless whether any of the persons involved have been held accountable. These actions are also recognized as corruption in cases where they are committed on behalf of the Company;

3) transfer (provide, render) personally or through an intermediary of property or non-property benefits or advantages to any employees of any organizations or any other persons with the necessary rights (opportunities, powers) or to the third parties in exchange for the use of his rights (opportunities, powers, labor rights and obligations) by such employees or persons with the necessary rights (opportunities, powers) in the interests of the Company or its related entities, if such actions created a real possibility of causing losses or any non-property damage (reputational damage) to the Company or related entities or etc.) or the occurrence of any other adverse consequences for the Company, its employees, or its shareholders (participants) or for entities related to them. These actions are recognized as corruption regardless whether the relevant persons actually used their rights (opportunities, powers, labor rights and obligations) in the interests of the Company or related entities. These actions are also recognized as corruption regardless whether any of the persons involved have been held accountable. These actions are not recognized as corruption if they are carried out in accordance with the legislation of the Republic of Kazakhstan. These actions are also recognized as corruption in cases where they are committed on behalf of the Company;

4) a promise (offer) to transfer (provide, service) personally or through an intermediary of property or non-property benefits or advantages to any employees of any organizations or any other persons with the necessary rights (opportunities, powers), or to the third parties in exchange for the use of his rights (opportunities, powers, labor rights and obligations) by such employees or persons who have the necessary rights (opportunities, powers) in the interests of the Company or related entities, if such actions created a real possibility of causing losses or any non-property harm (reputational or other) or the occurrence of any other adverse consequences for the Company, its employees, or its shareholders (participants) or for entities related to them. These actions are recognized as corruption regardless whether the relevant persons actually used their rights (opportunities, powers, labor rights and obligations) in the interests of the Company or related entities. These actions are also recognized as corruption regardless whether any of the persons involved have been held accountable. These actions are not recognized as corruption if they are carried out in accordance with the legislation of the Republic of Kazakhstan. These actions are also recognized as corruption in cases where they are committed on behalf of the Company;

5) transfer (provide, render) personally or through an intermediary by one employee (employees) of the Company of property or non-property benefits or advantages to other employee (employees) of the Company or a third party in exchange for the use by such employee (employees) of the Company of his  powers (labor rights and obligations)  and related opportunities in the interests of the employee (employees) of the Company who transferred (provided, rendered) property or non-property benefits or advantages or in the interests of a third party, regardless whether such use of his powers (labor rights and obligations) and its related opportunities corresponds to the interests of the Company. These actions are recognized as corruption regardless whether the relevant employee(s) of the Company actually used his powers (labor rights and obligations) in the interests of other employee(s) of the Company or in the interests of a third party. These actions are also recognized as corruption regardless whether any of the persons involved have been held accountable. These actions are not recognized as corruption if they are carried out in accordance with the procedure (rules) in force in the Company;

6) a promise (offer) to transfer (provide, render) personally or through an intermediary by one employee (employees) of the Company of property or non-property benefits or advantages to another employee (employees) of the Company or a third party in exchange for the use by such employee (employees) of the Company of his powers ( labor rights and obligations) and related opportunities in the interests of an employee (employees) of the Company who made a promise (offer) to transfer (provide, service) property or non-property benefits or advantages, or in the interests of a third party, regardless whether such use of his powers (labor rights and obligations) and its related opportunities corresponds to the interests of the Company. These actions are recognized as corruption regardless whether the relevant employee(s) of the Company actually used his powers (labor rights and obligations) and related opportunities in the interests of other employee(s) of the Company or in the interests of a third party. These actions are also recognized as corruption regardless whether any of the persons involved have been held accountable. These actions are not recognized as corruption if they are carried out in accordance with the procedure (rules) in force in the Company;

7) receipt by an employee (employees) of the Company from any person (persons) (including from other employees of the Company) personally or in the name (address) of third parties of any property or non-property benefits or advantages in exchange for the use of his powers ( labor rights and obligations) and related opportunities in the interests of the person (persons) who made such transfer (provision, service) of property or non-property benefits or advantages, or in the interests of a third party (persons), regardless whether such use of his powers (labor rights and obligations) and its related opportunities corresponds to the interests of the Company. These actions are recognized as corruption, regardless whether the relevant employee(s) of the Company actually used his powers (labor rights and obligations) and related opportunities in the interests of the person(s) who transferred (provided, rendered) property or non-property benefits or advantages, or for the benefit of third party(ies). These actions are also recognized as corruption regardless whether any of the persons involved have been held accountable. These actions are not recognized as corruption if they are carried out in accordance with the procedure (rules) in force in the Company;

8) the use by an employee (employees) of the Company of his powers (labor rights and obligations) and related opportunities in the interests of any person (persons) (including in the interests of other employees of the Company) in exchange for a promise (offer) to transfer (provide, render) personally to the employee (employees) of the Company or in the name of the third parties of any property or non-property benefits or advantages, regardless whether such use of Company’s employee (employees) powers (labor rights and obligations) was in line with the interests of the Company, and opportunities associated with them. These actions are recognized as corruption regardless whether any of the persons involved have been held accountable. These actions are not recognized as corruption if they are carried out in accordance with the procedure (rules) in force in the Company;

9) commission by an employee (employees) of the Company of actions (inaction) related to the use of his powers (labor rights and obligations, official position) and related opportunities, in order to obtain benefits and advantages for himself or for third parties, regardless whether such actions (inactions) were in the interests of the Company. These actions (inaction) are recognized as corruption, regardless whether any of the persons involved have been held accountable. These actions are not recognized as corruption if they are carried out in accordance with the procedure (rules) in force in the Company;

10) the commission by an employee of the Company of any criminal offense provided in Article 247, Chapter 9 of the Criminal Code of the Republic of Kazakhstan of 2014 or a corruption crime related to such in accordance with the specified Criminal Code of the Republic of Kazakhstan; the commission by an employee of the Company of any administrative offense provided for by Chapter 34 of the Code of the Republic of Kazakhstan on Administrative Offenses of 2014. These actions are also recognized as corruption in cases where they are committed on behalf of the Company. The actions (inaction) of the Company’s employee specified in this subclause are not recognized as corruption for the purposes of this Anti-Corruption Policy, unless they are in any way related to his activities in the Company and are not aimed to satisfy the interests of the Company;

11) the performance by an employee of the Company of organizational, intermediary or panderly functions when other employees of the Company perform any of the actions provided in subparagraphs 1-10. These actions are recognized as corruption regardless whether the employee was held accountable in connection with the performance of these functions. These actions are also recognized as corruption in cases where they are committed on behalf of the Company;

12) the performance by an employee of the Company of organizational, intermediary or facilitative functions when other persons who are not employees of the Company commit any criminal offense provided in Article 247, Chapter 9 of the Criminal Code of the Republic of Kazakhstan of 2014 or a corruption crime related to such in accordance with the specified Criminal Code of the Republic of Kazakhstan or an administrative offense provided in Chapter 34 of the Code of the Republic of Kazakhstan on Administrative Offenses of 2014, if such acts are committed in the interests of the Company or persons associated with it. These actions are recognized as corruption regardless whether the employee was held accountable in connection with the performance of these functions. These actions are also recognized as corruption in cases where they are committed on behalf of the Company.

Conflict of interests is a contradiction between the personal interests of persons specified in paragraph 3.1 of this Anti-Corruption Policy and their official powers (labor rights and responsibilities, functions), if this may lead to non-fulfillment or improper performance of their official powers (labor rights and responsibilities, functions) or may otherwise harm the interests of the Company.

The terms and concepts contained in this Anti-Corruption Policy are used in accordance with the meanings (definitions) contained in this Anti-Corruption Policy. The terms and concepts contained in this Anti-Corruption Policy, the meaning (definition) of which is not in this Anti-Corruption Policy, are applied in accordance with the meanings (definitions) contained in the legislation of the Republic of Kazakhstan in force at the time of entry into force of the relevant provisions (conditions) of this Anti-Corruption Policy.

3. Scope of the Anti-Corruption Policy

3.1. This Anti-Corruption Policy is mandatory for compliance by all employees of the Company, with whom labor relations arose both before and after the entry into force of this Anti-Corruption Policy.

3.2. Individuals and legal entities, including those related to the Company by civil law, may undertake the obligation to comply with this Anti-Corruption Policy.

4. Participation of Employees in anti-corruption activities

4.1. The Company’s employees are required to immediately notify their direct supervisor in writing for all cases of corruption (including by other Company employees). The Company’s employees are required to immediately notify the Company’s Management in writing for any cases of corruption by their direct supervisor or by a person holding a higher position in the Company relative to their direct supervisor. If in this case the Company’s Management directly indicates to the employee the need to perform the corresponding action (inaction), the employee will not bear any liability to the Company if he commits such action (inaction).

4.2. The Company is to familiarize all its employees with signature of this Anti-Corruption Policy by handing the Employee a copy of it, sending it to the email address specified by the employee, or in other ways at the Company’s discretion. The company has the right to regularly inform employees about the current legislation of the Republic of Kazakhstan in the field of anti-corruption. Employees are required to comply with the Company’s requirements related to the activities provided in this paragraph.

4.3. The Company’s employees are obliged to immediately notify the Company’s Management in writing for all cases of corruption in the Company that become known to them.

4.4. When making decisions on appointing employees to higher positions, the Company has the right to take into account their compliance with the provisions of this Anti-Corruption Policy.

4.5. Company employees are required to notify their direct supervisor in writing immediately for any conflict of interest they may have.

4.6. If the Company’s Management gives an employee a direct instruction on the need for him to perform action (inaction) related to corruption, the employee will not bear any liability to the Company if he commits such action (inaction).”

5. Company officials responsible for the implementation of the Anti-Corruption Policy

5.1. The Company has the right to hire an individual employee to the position of responsible for the implementation of the anti-corruption policy in the Company or creates an appropriate structural unit (division, department, etc.) consisting of several employees responsible for the implementation of the anti-corruption policy in the Company, or entrusts the performance of the functions of the responsible for the implementation of the anti-corruption policy in the Company for one of the employees by combining positions.

5.2. Main responsibilities of persons responsible for the implementation of the Anti-Corruption Policy:

– preparation of recommendations for decision-making on anti-corruption issues in the Company;

– preparation of proposals aimed to eliminate the causes and conditions that create the risk of corruption in the Company;

– development and submission to the executive body of the Company of draft local regulations aimed to prevent corruption in the Company;

– carrying out control measures aimed to identify corruption in the Company;

– conducting an assessment of the risk of corruption among the Company’s employees;

– consideration of messages and statements from employees about cases of corruption, conflicts of interest, cases of corruption in the Company and, based on the results of such consideration, giving recommendations to the Company’s management to take the necessary measures;

– interaction with authorized bodies when they conduct state control or supervision in the Company, if this is related to facts of corruption in the Company;

– interaction with law enforcement and other authorized bodies when they conduct investigative (procedural) actions, operational search or other activities in criminal or administrative cases in relation to the Company or its employees, if this is related to facts of corruption in the Company;

– preparation and implementation of events on the issues of preventing and anti-corruption in the Company.

6. Gifts

6.1. Company employees may give and accept gifts to and from other persons (including in relation to other Company employees) only if this complies with generally accepted standards of politeness and etiquette, as well as a combination of the following criteria:

– be directly related to the legitimate interests of the Company, for example, with the presentation or completion of business projects, successful execution of contracts, or with traditional holidays, such as New Year, International Women’s Day, memorable dates, anniversaries;

– shall not be luxury items;

– do not constitute remuneration for a service, action, inaction, connivance, patronage, granting of rights, making a certain decision on a transaction, agreement, license, permit, etc. or attempting to influence the recipient for any other illegal or unethical purpose;

– shall not create a reputational risk for the Company and related entities in the event of disclosure of information about gifts;

– giving and receiving gifts by Company employees should not constitute corruption in accordance with the provisions of this Anti-Corruption Policy and should not be associated with said corruption, should not violate the provisions of other local acts of the Company, and should not contradict the legislation of the Republic of Kazakhstan;

– shall not be funds in any currency and in any form (cash, non-cash), including in the form of electronic money, cryptocurrency, etc.

Extortion of tokens of appreciation and gifts is not permitted.

The provisions of this paragraph apply only to such cases of giving and receiving gifts by employees of the Company that are related to the activities (work) of the employee in the Company or are committed under circumstances that give grounds for the recipient or any third party to make a reasonable conclusion that such giving or receiving gifts related to the employee’s activities (work) in the Company. In other cases, Company employees have the right to give and receive gifts without the restrictions provided in this paragraph, however, such giving and receiving gifts by Company employees should not constitute corruption in accordance with the provisions of this Anti-Corruption Policy and should not be associated with mentioned corruption.

6.2. The provisions of this chapter do not apply to cases of giving and receiving gifts on behalf of (in the name of) the Company itself.

6.3. In this chapter, gifts are understood as property benefits (things, works, services, property rights, fulfillment of an obligation for another person, conclusion of transactions in favor of another person, debt forgiveness, etc.) and advantages, the provision or receipt of which is carried out on the terms not providing for receipt (transfer) in exchange for a counter-provision, or when the cost of the counter-provision is clearly disproportionate to the value of the transferred (received) gift.

7. Interaction with the company’s counterparties in the field of anti-corruption

7.1. The Company, whenever possible, will only have business relations with those counterparties for whom there is no information about the facts of corruption or accusations of corruption, either in the past or at present. For the purposes of applying this paragraph, only such cases of corruption of potential counterparties are taken into account that may have a negative impact on the business reputation of the Company.

7.2. Before establishing a business relationship with a counterparty, the Company will, whenever possible, take reasonable steps to seek information about the facts of its commission of corruption or accusations of corruption, both in the past and at present. If, during the period of business relations with a counterparty, the Company receives information about facts of corruption or accusations of corruption, both in the past and currently, the Company will, if possible, terminate business relations with such counterparty; in this case, only such cases of corruption of counterparties are taken into account that may have a negative impact on the business reputation of the Company.

7.3. Under this chapter, corruption is considered to be such acts that are considered corruption in accordance with this Anti-Corruption Policy and (or) in accordance with the legislation of the Republic of Kazakhstan, if such acts were committed (allegedly committed) by a counterparty (potential counterparty) of the Company or its employees.
These acts are also considered to be those committed by foreign persons and (or) responsibility for which arises in accordance with the law of other states.

8. The Company’s anti-corruption activities

8.1. The main areas of the Company’s anti-corruption activities are:

8.2. Ensuring the implementation of this Anti-Corruption Policy in the internal and external activities of the Company.

8.3. Regular assessment of corruption risks in the internal and external activities of the Company, i.e. analysis of the Company’s areas of activity to identify existing preconditions for corruption and development of measures aimed to prevent corruption in these areas.

8.4. Identification and resolution of interests’ conflict in the Company.

8.5. Training, informing and consulting Company Employees on issues of preventing and countering corruption (familiarization with regulatory documents specifying the issues of preventing and countering corruption, conducting training activities, organization of individual consulting for Company Employees).

8.6. Implementation of measures in relation to counterparties (potential counterparties) of the Company in accordance with the chapter “Interaction with the company’s counterparties in the field of anti-corruption” of this Anti-Corruption Policy.

8.7. Anti-corruption monitoring (analysis of decisions (including local acts) and draft decisions of the Company for corruption risks; analysis of complaints and appeals from employees and other persons, as well as other sources of information (mass media, etc.) about facts of corruption in the Company; other necessary by the opinion of Company, activity).

8.8. Internal control and audit (ensuring compliance of the Company’s internal control and audit system with the provisions of the Company’s Anti-Corruption Policy, regular monitoring of compliance with internal procedures and standards, accounting data, availability and reliability of primary accounting documents, economic feasibility of expenses in areas with a high corruption risk, prevention compiling unofficial reports and using forged documents, improving the procedure for using the Company’s property and resources), (other measures necessary in the opinion of the Company).

8.9. Regular assessment of the Company’s performance in countering corruption.

8.10. Assert claims to candidates for positions in the Company (including transfers to another position within the Company) that they have not committed any acts related to corruption in the past in accordance with the provisions of this Anti-Corruption Policy or in accordance with the legislation of the Republic of Kazakhstan.

8.11. The Company’s interaction on anti-corruption issues with government agencies, organizations and citizens.

8.12. The list of areas of the Company’s anti-corruption activities specified in this Anti-Corruption Policy is approximate. To ensure the most effective anti-corruption efforts, the Company has the right to independently determine currently relevant areas of anti-corruption activities and their content.

9. Internal control and audit

9.1. The Company’s internal control and audit system, if possible, should be organized in such way that it covers areas of the Company’s internal and external activities that are sensitive from the point of view of corruption risks, as well as areas that are important from the point of view of identifying facts of corruption. Taking into account these requirements, the internal control and audit system, in particular, is to ensure:

– control over compliance with various regulated procedures (including procedures within the Company), sensitive from the point of view of corruption risks;

– control over documenting the Company’s economic activities, including the preparation of various reports;

– control over the economic feasibility of accepting obligations and incurring costs of the Company.

9.2. Control over the documentation of the Company’s business activities, including the preparation of various reports, should include, in particular, maintenance control of accounting records in the Company in order to identify facts: the preparation of unofficial reports, the use of forged documents, the recording of non-existent expenses, the absence of primary accounting records documents, making corrections to documents in order to conceal actual facts, unauthorized destruction of documents, etc.

9.3. Control over the economic feasibility of accepting obligations and making costs of the Company should include, in particular, control over: giving and receiving business gifts, accepting obligations for entertainment expenses and making costs for them, accepting obligations for charity expenses and making costs for them, accepting obligations for the services of external consultants and incurring costs for them, pricing and incurring costs for the Company’s purchases. When carrying out the above control, signs of suspiciousness of the relevant transactions are determined situationally, depending on the specific circumstances. In this case, at least, it is necessary to take into account such signs as:

– acceptance of payment obligations and payment for services (work), the subject of which is uncertain or raises doubts or does not have a direct connection with the Company’s activities;

– payment to an intermediary or external consultant of remuneration, the amount of which exceeds the usual fee for services of this type in the Company or the market value of services of this type;

– purchase by the Company of goods (works, services) at prices significantly higher than market prices, or sale by the Company of goods (works, services) at prices significantly lower than market prices.

10. Cooperation with law enforcement agencies in the field of anti-corruption

10.1. The Company will not apply any sanctions against its employees who reported to the authorized bodies the information about the preparation or actual cases of corruption that occurred either on the part of the Company or its employees, or on the part of any other persons.

10.2. The Company will bring to the attention of the authorized bodies the information on all cases of corruption that have become known to it (including preparations for corruption) related to the activities of the Company, occurring both on the part of the Company’s employees and on the part of any other persons for:

– providing assistance to authorized representatives of control, supervisory and law enforcement agencies during their inspections of the Company’s activities on issues of preventing and combating corruption,

– providing assistance to authorized representatives of law enforcement agencies in carrying out measures to suppress or investigate corruption-related crimes, including operational investigative activities.

10.3. The Company will provide reasonable assistance to authorized bodies in the investigation and consideration of cases of corruption (including preparation for corruption) that occurred both from the Company’s employees and from any other persons, in particular, by providing these bodies with legally required documents and information.

10.4. Management and Employees must not allow judicial or law enforcement officials to interfere with the performance of their official duties.

11. Responsibility for the violation of provisions of the Company’s Anti-Corruption Policy

11.1. In cases where the Company’s employees commit acts related to corruption, as well as in cases where they commit other violations of this Anti-Corruption Policy, the Company’s employees may be subject to disciplinary and financial liability in the manner and under the conditions provided by the labor legislation of the Republic of Kazakhstan. Employment contracts concluded with employees are to provide full financial liability in cases where they violate this Anti-Corruption Policy. The provisions of this paragraph do not prevent employees to be brought to civil liability in cases where this is provided by law.

11.2. Persons for whom this Anti-Corruption Policy is mandatory, who are not employees of the Company, in cases where they commit acts related to corruption or commit other violations of this Anti-Corruption Policy, may be brought to civil liability in the manner and under the conditions provided by the law of the Republic of Kazakhstan.

11.3. The Company, whenever possible, will provide internal audits for each case of reasonable suspicion of violation of this Anti-Corruption Policy by persons for whom it is mandatory.

CEO                                     B.K. Kurmanov