Anti-bribery policy

1 - Introduction

The United Nations General Assembly, in its Resolution 58/4 of October 31, 2003, approved the United Nations Convention against Corruption, which serves as the basis for the development and implementation of anti-corruption policies, both in the public sector and private companies.

Bribery is a form of corruption that poses a threat to market development and distorts fair competition among different operators. Governments cannot fight this threat alone; they need the full collaboration of companies and private entities as essential allies.

It is essential for companies and private entities to establish detailed policies for specific risk areas, as the line between legal and corrupt practices can be blurred, creating many grey areas that must be regulated to define the limits between legitimate and illegitimate practices.

2 - Purpose

Sofis Solutions is committed to the values and objectives of the United Nations Convention against Corruption and approves this Anti-Bribery Policy (1) as an initiative to combat potential fraudulent behavior and actions that violate anti-bribery regulations and laws (3) in the countries where business relationships are established.

Thus, the company commits to a zero-tolerance position (4.2) against bribery in all its forms, as a way to protect its reputation.

As a demonstration of its commitment, Sofis has joined the international initiative of the United Nations Global Compact. This commitment asks companies to adopt, support, and enact, within their sphere of influence, the 10 principles — a set of fundamental values in the areas of human rights, labor standards, the environment, and anti-corruption. Sofis prepares and publishes the corresponding Communication on Progress (COP) reports to inform stakeholders about the progress made in implementing the Global Compact principles.

This Anti-Bribery Policy is part of the Anti-Bribery Management System established by Sofis Solutions and must be thoroughly considered in order to meet the anti-bribery objectives set by the organization.

3 - Regulatory references

1. PU UNIT-ISO 37001:2016 – Anti-Bribery Management Systems – Requirements with guidance for use. Edition 2017-05.
2. United Nations Convention against Corruption, 2005.
3. Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, 1999.
4. United Nations Global Compact Principles.
5. Regulations and laws included in the context analysis carried out by Sofis Solutions covering the different countries where business relationships are established.

4 - Definitions

4.1 Bribery

PU UNIT-ISO 37001:2016 on Anti-Bribery Management Systems defines bribery as "offering, promising, giving, accepting or soliciting an undue advantage of any value (which may be financial or non-financial), directly or indirectly, and irrespective of location, in violation of applicable law, as an inducement or reward for a person acting or refraining from acting in relation to the performance of that person's duties".

That is, bribery can be understood as giving or receiving something of value (usually money, a gift, loan, reward, favor, commission, or entertainment) as an improper inducement or reward to obtain business or any other benefit. Bribery can occur in the public sector (e.g., bribing an official) or private sector (e.g., bribing a customer’s employee or business partner). It can also occur when an improper payment is made by or through a third party.

4.2 Zero Tolerance

Sofis Solutions has zero tolerance for any type of bribery, which means any suspected incident of bribery will be investigated and any improper behavior may result in disciplinary action for organization staff, including dismissal in serious cases, criminal complaints, contract termination, or other sanctions for professional services, partners, suppliers, or even clients.

5 - Scope and Audience

This Policy must be known and applied by every member of Sofis Solutions, including its partners/shareholders, management, and all personnel (regardless of contract type), who must ensure they are not involved in bribery in any way and must commit to understanding, accepting, and applying the Policy described in this document.

The Anti-Bribery Policy is communicated to clients, suppliers (including professional services), and business partners of the organization in a way that ensures it is considered and respected in the context of activities involving business relationships with Sofis Solutions.

6 - Our Policy

6.1 General Considerations

Every year, Sofis Solutions sets objectives for its Anti-Bribery Management System and plans actions to achieve them, involving all necessary parties and requiring compliance with applicable legal and regulatory requirements or any others considered mandatory. This includes compliance with this Policy.

To prevent, detect, and address bribery in the forms described above, Sofis regulates a series of benefits and courtesies that could be considered bribery if not properly regulated and/or limited. These are detailed in the following sections.

6.2 Facilitation Payments

Facilitation payments are small, unofficial, and improper payments made to a public official to obtain or expedite a routine or necessary procedure.

These payments may be made to obtain licenses, permits, certificates, and other types of public services, but also to commercial service providers (like electricity or gas providers).

A public official is understood as "any person holding legislative, administrative, or judicial office, by appointment, election, or succession; or any person exercising a public function, including for a public body or public enterprise; or any official or agent of a local or international public organization; or any candidate for public office."

These facilitation payments are bribes; they are prohibited by the United Nations Convention against Corruption and, therefore, prohibited by this Policy.

Exception to the prohibition: If a demand for facilitation payment is accompanied by a threat to the safety or well-being of the employee or their family and close ones — i.e., extortion — the payment may be allowed to prevent serious harm, provided the threat and fear of imminent danger can be demonstrated.

What to do when facing a payment demand?

If Sofis personnel face a payment demand, they must act as follows, depending on whether it is a facilitation payment or extortion:

• Facilitation payment: If a payment is requested, proof of legitimacy and an official receipt must be requested. If denied, the payment must not be made.
• Extortion: If the payment demand involves a threat, the individual may inform the organization to receive support, protection, and backing, in case payment must be made to avoid danger to health, safety, or freedom of themselves or others.

This payment must be recorded in the organization's accounts and accompanied by a brief investigation report. If applicable or required by law, authorities must also be informed.

6.3 Gifts, Hospitality, Donations, and Similar Benefits

Gifts and business invitations, as well as donations or benefits of reasonable scale, are used to strengthen working relationships between business partners or for the benefit of the community.

Such gestures may be appropriate in certain circumstances or culturally accepted, or even evidence of Corporate Social Responsibility (CSR) efforts. It may also be appropriate to offer or accept courtesies that include business-related travel. However, if such gifts, invitations, or trips are frequent or of high value, they may create the impression, or reality, of a conflict of interest or illegal payment — i.e., a bribe.

This Policy therefore establishes control mechanisms to prevent such gestures from being perceived as bribes.

6.3.1 Gifts, Entertainment, and Hospitality

These include benefits such as free products, tickets or invitations to cultural, leisure, or sporting events. These types of expenses are, in principle, legitimate. While a common practice, Sofis regulates them in this Policy to prevent misuse or bribery.

Gifts and hospitality must meet certain regulatory conditions:

(a) Control of frequency and value of gifts and hospitality.

In both private and public sectors, the following are permitted:

1. Modest-value or symbolic gifts (e.g., mugs, pens, t-shirts, trophies, plaques).
2. Cash or equivalents (e.g., gift cards) are strictly prohibited.
3. Only gifts or other forms of attention that do not violate current legislation or are not prohibited under an existing contract may be offered or accepted; provided that the value does not exceed USD 20 (twenty US dollars) per person.
4. Gifts or invitations may not be accepted from or given to the same person more than 3 times per year.
5. The cumulative value of gifts received or given by an employee from/to the same company or person may not exceed USD 100 within a 2-year period.
6. The Gift Policy of organizations with which we have business relationships must be respected at all times.
7. Gifts made in the form of services or benefits (e.g., job promises) will not be accepted or offered.
8. Gifts must not be given or accepted during or immediately after contract negotiations.
9. Gifts must not be accepted from or offered to individuals directly involved in contract awards, certification approvals, or similar matters.
10. It should not pose an issue if the gift becomes public knowledge.

11. (b) When gifts and hospitality exceed the established value or frequency, prior approval from Management is required, as well as documentation or registration in the Sofis Management System. These records will be accessible to the entire organization.

    6.3.2 Invitations and Other Promotional Expenses

    Business invitations can play an important role in strengthening work relationships between partners and implementing an effective commercial policy, so such expenses are permitted, provided that:

    • They are related to a legitimate business purpose of the company.
    • They are not given in a way that could be perceived or interpreted as a bribe.
    • They are infrequent, with no more than one within two years.
    • They are held in a place appropriate for business.
    • They are appropriate in the context of a business relationship.

12. On the other hand, the following are prohibited:

    • Excessive invitations in the context of the business occasion.
    • Invitations involving obscene or inappropriate behavior.
    • Invitations explicitly prohibited by law.
    • Invitations explicitly prohibited by the client or supplier.
    • Invitations explicitly prohibited under contract.

13. 6.3.3 Travel

    Regarding travel whose total or partial costs are assumed by Sofis, the following are permitted:

    • As part of a project, officials from involved organizations may be asked to travel to Montevideo, Sofis headquarters, when necessary for the proper development of work.
    • For events or presentations organized by Sofis in Montevideo, officials may be invited to attend.
    • Costs assumed, whether total or partial, must be previously approved by Sofis’ Anti-Bribery Compliance Function.
    • Such payments are restricted to necessary travel, accommodation, and meals directly associated with a reasonable travel itinerary.
    • Payments for expenses not limited to the above are prohibited, including those related to leisure activities.
    • Payments for expenses of family members or friends are prohibited.
    • Payments for vacation or recreational expenses are prohibited.

14. 6.3.4 Political Contributions

    Sofis does not make political contributions of any kind. Therefore, it is strictly prohibited to make any type of donation, whether financial or in kind, on behalf of the company to political parties, party officials, candidates, persons involved in politics, or organizations closely related to a political party.

    6.3.5 Charitable Donations and Sponsorships

    Charitable donations are understood as any economic contribution or item of value donated to support philanthropic causes or activities in areas such as sports, art, culture, or education. Sponsorships, on the other hand, are aimed at supporting activities, events, or acts, granting rights and benefits to the sponsor. That is, Sofis may use the name of the beneficiary and publicize this collaboration, and vice versa.

    The risk of charitable donations and sponsorships is that they may be used to gain an undue advantage or as a cover for bribery or general corruption.

    Sofis allows charitable donations organized on its own initiative or by its employees. The goal is to collaborate with charitable institutions or those with a significant social impact such as Hospitals, in a completely selfless way and always meeting the following requirements:

    • Carried out within the legal framework.
    • Not involving a conflict of interest with the company's activities.
    • Properly recorded in the Sofis Management System, including the date and donated items or objects.
    • Not made to secure inappropriate business or obtain an undue advantage.
    • Not in violation of any provision of this Policy.
    • In the case of monetary donations, a series of requirements must be met:
    • Proof of approval and execution of payment must be kept.
    • The donation will be disclosed in the company’s and the beneficiary’s media.
    • Donations should be avoided if they coincide with contract negotiations between the parties.

15. 6.3.6 Performance Bonuses

    Compensation agreements, including bonuses, awards, and performance incentives, may encourage, even unintentionally, employees to engage in bribery-related activities.

    Sofis Solutions has decided not to pay bonuses, awards, or economic incentives to its staff.

    6.3.7 Records

    All the expenses listed and regulated above must be recorded to provide evidence in the Sofis Management System that may be required by audits, courts, and other authorities.

    6.4 Business Partners, Suppliers, Agents, and Intermediaries

    All external suppliers of materials, products, and services that provide key products are subject to Sofis Solutions’ supplier management procedure, which may result in inclusion in the supplier registry.

    Sofis Solutions will require its agents, intermediaries, and business partners to commit to preventing bribery by, on behalf of, or for the benefit of the business partner in connection with the relevant transaction, project, activity, or relationship related to the organization.

    The company will terminate the relationship with the supplier, business partner, agent, or intermediary in the event of bribery by, on behalf of, or for the benefit of the business partner in connection with the relevant transaction, project, activity, or relationship.

    No Sofis employee may hire individuals or companies suspected of being involved in bribery.

    However, if such hiring is unavoidable despite known bribery precedents, Sofis will document the reasons for this decision.

    6.5 Due Diligence

    Sofis applies diligent measures in its recruitment and hiring procedures to prevent the incorporation of individuals who may pose a conflict with the practices this Policy seeks to eliminate and avoid. Recruitment procedures establish conduct guidelines and controls to apply to candidates and new hires to prevent potential bribery.

    Due diligence procedures also apply to business partners, and based on the outcomes of these processes, specific controls (depending on the risk assessed for each and the type of relationship established) are defined to minimize bribery risk indices.

    6.6 Conflict of Interest

    Potential conflict of interest situations are expressly regulated in this Policy.

    A conflict of interest exists when a Sofis member has professional, personal, or private interests that diverge from the interests expected of them while representing the company; in other words, when the person's interests conflict with those of Sofis.

    A company representative may be tempted to prioritize their private interests over those of the company and make decisions that do not represent what is best for Sofis.

    It is important to highlight that conflicts of interest occur in all organizations, but they are not inherently negative. Therefore, they are regulated to avoid misinterpretation of legal and beneficial actions for Sofis.

    To prevent situations from being misinterpreted and raising doubts about the objectivity of a particular decision, these situations must be evidenced, communicated, and documented.

    Employees and executives must register and communicate to the Anti-Bribery Compliance Function the following:

    • Gifts, benefits, and hospitality received: the employee may make favorable decisions for the party who provided professional courtesies.
    • External appointments: a company representative appointed in another entity may forgo certain advantages in favor of one of the organizations.
    • Financial investments in companies with which Sofis maintains or may maintain relationships: the individual may favor these companies in tenders over more qualified suppliers.
    • Offering employment to relatives: this may lead to favoritism (nepotism), especially when less qualified relatives are favored for a position.
    • Hiring public officials: while it is legitimate for Sofis to benefit from the expertise of public officials, their hiring must be closely supervised to avoid the perception of undue advantage through privileged information.

16. When a conflict of interest situation is detected that may harm Sofis, it will be evaluated by the person in charge of the Anti-Bribery Compliance Function, who will seek a resolution to prevent its materialization. Possible decisions include:

    • Denying authorization for a management team member to accept an additional external appointment that causes a conflict.
    • Removing the individual causing the conflict from the specific situation.
    • If removal is not possible, having an internal or external third party validate the negotiated contract terms to ensure they are not harmful to Sofis.

17. All decisions involving a conflict of interest must be justified and documented as evidence of Sofis' commitment to anti-corruption.

    7 - Review and Continuous Improvement

    Sofis will regularly monitor and verify this Policy. The monitoring and review process will allow the company to:

    • Ensure controls are effective and efficient in both design and operation by monitoring their execution and outcomes.
    • Obtain additional information deemed necessary to improve risk assessment.
    • Analyze events (including near misses), changes, successes, and failures to draw conclusions.
    • Detect internal and external context changes, including changes in risk criteria and risks themselves, that may require review of risk treatments and priorities.
    • Identify emerging risks.
    • Verify that intended results are achieved and that risk assessment results are properly applied.

18. Management leads and is committed to complying with the guidelines of this Policy and the processes involved in the Anti-Bribery Management System, to achieve continuous improvement and meet the proposed anti-bribery objectives.

    8 - Anti-Bribery Compliance Function

    Sofis has an Anti-Bribery Compliance Function, whose main task, among others, is to ensure the proper development and implementation of the conduct guidelines established in this Policy.

    This Function will ensure compliance with this Policy, handle related conflicts in coordination with Management when required, and establish action plans to resolve them and safeguard the company’s interests.

    Management assigns the person in charge of the Anti-Bribery Compliance Function the authority and independence needed to effectively carry out the responsibilities of:

    • Overseeing the design and implementation of the Anti-Bribery Management System.
    • Conducting necessary investigations in coordination with Sofis Solutions’ Management.
    • Providing training and guidance to staff on the Anti-Bribery Management System.
    • Ensuring that the Anti-Bribery Management System complies with ISO 37001 standards.
    • Reporting on the Anti-Bribery Management System to Management at set intervals and/or whenever deemed relevant.

19. The person in this role must remain impartial if also performing another role within the organization.

    9 - Non-compliance. Reporting Bribery and Suspicious Activities.

    Any knowledge of actual or suspected non-compliance with this Policy must be reported to company Management and/or the Anti-Bribery Compliance Function. Additionally, the company encourages reporting of situations that may indicate system weaknesses for correction or improvement.

    Any report of bribery or suspicious activity will be treated confidentially. No person making a report in good faith will face sanctions or retaliation.

    All employees and management are obliged to inform their direct supervisor, the Anti-Bribery Compliance Officer, or Management of any non-compliance or malpractice they observe.

    Sofis has established formal channels, supervised by the Anti-Bribery Compliance Function, for all stakeholders to make good faith reports or inquiries without fear of retaliation, regarding violations of this Policy.

    If someone becomes aware of conduct (active or passive) contrary to this Policy or other internal regulations, they must follow the concern/complaint procedure and report it through the Ethics Channel: canaletico@sofis.com.uy.

    The report may be submitted anonymously or with identification. In such cases, Sofis guarantees confidentiality of the communicated information.

    All individuals who report in good faith or based on a reasonable belief will be protected from any form of discrimination or punishment. False or defamatory reports may be subject to sanctions or legal actions. This same channel can be used by interested parties to report other matters or questions about this Policy’s application.

    10 - Awareness (Publicity and Training)

    This Anti-Bribery Policy will be communicated to all employees through regular communication channels (Sofis training platform and email) and will remain published on Sofis' website as a sign of transparency to third parties, including private partners and public administration representatives.

    Appropriate communication, training, and awareness actions will be taken to ensure proper understanding and implementation of this Policy within the company.

    1 Notice: The term "Anti-Bribery Policy" used in this document is employed in a broad sense and not strictly in relation to the criminal characterization that may be defined by different legal systems.

    2 See Regulatory References, point 3.

    3 See Zero Tolerance, point 4.2.

    Version: 19

    Approval date: 25-07-2023.