1. General Provisions

1. This Anti-Corruption Policy (hereinafter referred to as the “Policy”) has been developed in accordance with the Law of the Kyrgyz Republic No. 153 dated August 8, 2012 “On Combating Corruption”; the Law of the Kyrgyz Republic No. 87 dated August 6, 2018 “On Combating the Financing of Terrorist Activities and Legalization (Laundering) of Criminal Proceeds”; and based on the Charter of GLOSEMA LLC (hereinafter referred to as the “Organization”).
2. This Policy is aimed at establishing and implementing a system of measures that ensure:
   1. Preventing any form or manifestation of corruption by employees, management, and third parties acting on behalf of or for the benefit of the Organization;
   2. Detecting and ensuring and prompt suppression of corrupt practices at all levels of management and operations;
   3. Promoting and supporting zero tolerance towards corruption among employees;
   4. Ensuring integrity, transparency, and accountability in management and business decision-making;
   5. Training employees on anti-corruption standards, including regular instructions and training sessions;
   6. Developing the internal control system and monitoring mechanisms for corruption risks;
   7. Providing secure channels for reporting suspected corruption and protection of bona fide whistleblowers.
3. This Policy is mandatory for the following categories:
   1. All employees of the Organization, regardless of their position, work experience, or type of employment (including temporary employment and internship);
   2. Executives, including the sole executive body and collegial management bodies;
   3. All counterparties of the Organization, in relation to their interaction with the Organization, including but not limited to: suppliers, contractors, agents, intermediaries, consultants, representatives, and other third parties acting on behalf of or for the benefit of the Organization.

Counterparties are informed about the provisions of this Policy and must comply with its principles in their interaction with the Organization, adding relevant clauses to contracts and agreements.

2. Terms and Definitions

1. Anti-Corruption Policy — an internal regulatory document establishing principles, requirements, and procedures for preventing, detecting, and suppressing corrupt practices, as well as rules of conduct for employees and for interaction with counterparties.
2. Corruption — the use of official position by an employee or representative of the Organization for personal benefit or for the benefit of third parties, such as receiving, offering, promising, or giving bribes; granting unlawful preferences; commercial bribery; or other abuse of authority infringing the interests of the Organization.
3. Conflict of Interest — a situation in which the personal interest of an employee (or their close associates) may influence the objectivity and impartiality of decisions or job performance, or may harm the interests of the Organization.
4. Personal Interest — the existence of property, financial, family, or other interests of the employee or their close relatives that may affect decision-making in the course of performing their official duties.
5. Responsible Person for Anti-Corruption Policy — an employee appointed by the management to coordinate implementation of the anti-corruption policy, receive reports on violations, conduct internal investigations, and submit reports.
6. Bona Fide Whistleblower — an employee or other individual who reports a suspected case of corruption in good faith and without malicious intent, in order to obey the law and protect the Organization’s rights.
7. Counterparty — an individual or a legal entity engaged in contractual or other business relationships with the Organization (including suppliers, contractors, consultants, agents, and representatives).
8. Anonymous Report — information regarding a suspected violation received without disclosing the name or details to identify the whistleblower.
9. Internal Audit — a scheduled or unscheduled inspection of compliance with this Policy, conducted by the Responsible Person or external experts to assess risks, identify violations, and provide recommendations.
10. Violation of the Anti-Corruption Policy — any act (or omission) that contravenes the provisions of this Policy, internal regulations, or applicable anti-corruption laws.

3. Anti-Corruption Principles

1. The Organization has zero tolerance towards any forms of corruption, including bribery, abuse of power, commercial bribery, and lobbying for personal gain.
2. All employees and representatives of the Organization must strictly comply with the anti-corruption laws of the Kyrgyz Republic, including the Law of the Kyrgyz Republic “On Combating Corruption” and the Law of the Kyrgyz Republic “On Combating the Financing of Terrorist Activities and Legalization (Laundering) of Criminal Proceeds”.
3. Each officer or employee is personally responsible for compliance with this Policy, regardless of position or decision-making level.
4. The Organization takes measures to identify and resolve conflicts of interest that may affect the objectivity of decisions made by employees.
5. The Organization ensures transparency in management and business decision-making and implements procedures for internal control, reporting and regular corruption risk analysis.
6. Interaction with counterparties must be strictly legal and be carried out in good faith. Counterparties are expected to adhere to the same anti-corruption standards.
7. The Organization guarantees protection from retaliation and pressure for employees who report corruption in good faith. Mechanisms for anonymous reporting are available.
8. The Organization informs employees about the provisions of this Policy and provides training on corruption prevention, if necessary.

4. Conflict of Interest

1. Employees must avoid situations where their personal, property, family, or other interest (direct or indirect) may influence the objectivity, impartiality, or integrity of the performance of their official duties, or may infringe the interests of the Organization.
2. Such situations may include the following:
   1. Making decisions that may benefit a relative or a close associate;
   2. Participating in negotiations or procurement where the employee has a personal relationship with the supplier;
   3. Combining official duties with work or consulting activities for the benefit of a counterparty;
   4. Receiving gifts, services, or other benefits from individuals interested in the employee’s decisions.
3. Upon discovery of a conflict of interest or threat thereof, employees are required to:
   1. Immediately, but no later than one (1) business day from becoming aware of the conflict, notify their immediate supervisor in writing (email is permitted, followed by documents to confirm);
   2. The notice must contain the following information: the essence of the conflict (facts, parties involved, type of interest), the potential impact on official duties, and any proposed resolution (if available).
4. Upon receiving the notice, the immediate supervisor must do the following within two (2) business days:
   1. Review the report;
   2. Record the conflict of interest in the registry of such conflicts;
   3. If needed, hold a discussion with the employee or gather additional information;
   4. Within five (5) business days, propose one or several solutions, including:
      • prohibit the employee from making decisions related to the conflict;
      • redistribute duties among employees;
      • transfer the employee to another position (with the employee’s consent);
      • terminate relationships with external stakeholders (such as suppliers);
      • refer the issue to senior management or the ethics committee (if applicable);
      • in case of a violation, take disciplinary action under the Labor Code and internal regulations.
5. The results shall be documented in a memo or report signed by both the supervisor and the employee. A failure to submit a report on a conflict of interest in a timely manner, concealing relevant circumstances, or an attempt to influence the review process may be considered as a violation of this Policy and result in disciplinary action and, in some cases, criminal liability.

5. Responsibility for Implementation and Control of Anti-Corruption Measures

1. The internal control system of the Organization’s anti-corruption policy is aimed at:
   1. Identifying, preventing, and suppressing corrupt practices;
   2. Monitoring compliance of employees and counterparties with established anti-corruption standards;
   3. Promoting zero tolerance to corruption;
   4. Protecting the legitimate interests of the Organization and enhancing its transparency.
2. To implement and monitor the implementation of this Policy, the head of the Organization appoints a Responsible Person to coordinate anti-corruption measures. This person is appointed by issuing an order defining this person’s functions, powers, and accountability. The contact details of this person must be communicated to all employees, and to counterparties where necessary.
3. The key duties of the Responsible Person include receiving and registering reports on suspected corrupt practices, internal investigations related to such reports, developing proposals to enhance anti-corruption measures, maintaining a log of identified violations and investigations, and submitting an annual report to the management.
4. The Organization’s internal anti-corruption measures include:
5. Regular monitoring of processes involving a high risk of corruption (procurement, contracting, recruitment, etc.);
   1. Preliminary and follow-up reviews of decisions with financial or legal implications;
   2. Mandatory involvement of the Responsible Person in the review of conflicts of interest and ethical issues;
   3. Due diligence of the key counterparties;
   4. Secure storage and systematization of all information related to anti-corruption inspections.
6. Any employee aware of potential or actual corrupt practices must report on it immediately to the Responsible Person or immediate supervisor via available communication channels, including internal email. Reports may be anonymous. However, this may limit the objectivity and thoroughness of further investigation. The reports must be registered and reviewed within ten (10) business days. Whistleblowers acting in good faith are protected from retaliation or pressure.
7. Employees who report on suspected or actual corrupt practices in good faith are protected from any form of pressure, retaliation or adverse consequences on the part of management, colleagues or third parties, including dismissal, demotion, stopping bonus payments, discrimination, or creating a hostile work environment.
8. To evaluate the effectiveness of the anti-corruption system, internal audits are conducted at least once a year, either by the Responsible Person or external experts. A report is prepared based on the audit results. The report includes identified violations (if any), analysis of vulnerable processes, and improvement proposals. The final report is presented to the Organization’s management and, where necessary, shared with employees.
9. A failure to fulfill responsibilities related to control, and disregarding the established anti-corruption procedures results in disciplinary action, including dismissal, and, in certain cases, referral to law enforcement agencies.

6. Integrity in Relationships with Counterparties

1. All contracts concluded with counterparties (suppliers, contractors, agents, consultants, and other business partners) must include a mandatory clause prohibiting all forms of corrupt practices, including bribery, commercial bribery, lobbying of personal interests, conflict of interest exploitation, and other illegal acts.
2. Counterparties entering into agreements with the Organization must refrain from committing or participating in any form of corrupt practices during their interaction with the Organization, immediately report on any conflict of interest or corruption attempts, and ensure transparency, integrity, and legality in fulfilling their contractual obligations.
3. If necessary, the Organization reserves the right to assess the counterparty’s reliability, including requests for documents, review of public information and reputation in terms of anti-corruption practices.
4. If reliable information about corrupt practices of the counterparty, its employees or representatives is discovered during contract execution, the Organization may:
   1. Demand immediate correction of violations;
   2. Suspend performance of contractual obligations pending investigation;
   3. Unilaterally terminate the contract, in accordance with its terms and the applicable law of the Kyrgyz Republic;
   4. Submit the case to law enforcement agencies or regulatory authorities if signs of a criminal offence are present.

In the event of confirmed corrupt conduct, the Organization reserves the right to quit further cooperation and blacklist the counterparty in its internal registry.

7. Employee Obligations and Training on Anti-Corruption Measures

1. All employees, including new ones, must comply with the provisions of this Anti-Corruption Policy. An employee is considered to be completely familiar with the Policy upon signing the employment contract, which contains a clause on compliance with anti-corruption standards.
2. The Organization regularly provides training on anti-corruption measures, including induction, annual training sessions, and ad hoc training when laws change or violations are detected. Participation in such training sessions is mandatory for all employees.

8. Liability for Violating the Policy Provisions

1. Employees who violate the provisions of this Anti-Corruption Policy are subject to liability under the laws of the Kyrgyz Republic. Depending on the nature and severity of the violation, disciplinary action, administrative or criminal liability may apply.
2. Responsibility for monitoring and enforcing this Policy lies with the Organization’s management and the designated officer or structural unit appointed by a relevant order. These persons organize compliance review, investigate reports on violations, initiate corrective action, and conduct annual evaluations of the effectiveness of anti-corruption procedures and mechanisms.

9. Final Provisions

1. This Anti-Corruption Policy enters into force upon its approval by the Organization’s management and is binding on all employees from the effective date. Familiarization is confirmed by signing the employment contract or a separate form.
2. The Policy is subject to mandatory revision at least once in three years, or earlier if:
   1. The anti-corruption laws of the Kyrgyz Republic are amended;
   2. Significant deficiencies or gaps in the Policy implementation are identified;
   3. The Organization’s management or the Responsible Person initiates a revision.