1 - Introduction

The United Nations General Assembly, in its Resolution 58/4 of 31 October 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 in private enterprise.

Bribery is a form of corruption that poses a threat, hindering market development and distorting the reality of fair competition that must exist among different operators. Governments cannot combat this threat alone; they need the full cooperation of businesses and private entities as indispensable allies.

It is essential that companies and private entities establish detailed policies for particular risk areas, as the boundary between legal and corrupt practices can be blurred, resulting in many gray areas that must be regulated to draw the lines between legitimate and illegitimate practices.

2 - Objective

Sofis Solutions is committed to the values and objectives of the United Nations Convention against Corruption and approves this Anti-Bribery Policy (The terminology "Anti-Bribery Policy" expressed in this document is used in a broad sense and not strictly in terms of the characterization of the criminal act that the different legislations may make) as an initiative to fight against possible fraudulent behavior and conduct contrary to the regulations and laws (3) in force in matters of anti-bribery in the countries where business relationships are established.

Thus, the company commits to maintaining a zero-tolerance position (4.2); towards bribery in all its forms, which represents a way of protecting its reputation.

As a demonstration of its commitment, Sofis has joined the United Nations Global Compact. This commitment calls on companies to adopt, support, and promote, within their sphere of influence, the 10 principles—a set of core values in the areas of human rights, labor standards, the environment, and anti-corruption. Sofis prepares and publishes corresponding Progress Reports (COPs) to inform company 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 should be considered thoroughly for compliance with the anti-bribery objectives established by the organization.

3 - Normative references

PU UNIT-ISO 37001:2016 - Anti-bribery management systems - Requirements with guidance for use. Edition 2017-05.

United Nations Convention against Corruption of 2005.

Convention against the Corruption of Foreign Public Officials in International Business Transactions, 1999.

Principles of the United Nations Global Compact.

Regulations and laws included in the context analysis carried out by Sofis Solutions that consider the different countries where business relationships are established.

4 - Definitions

4.1 Bribery

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

In other words, bribery can be understood as the giving or receiving of something of value (usually money, a gift, loan, reward, favor, commission, or entertainment) as an inappropriate inducement or reward to obtain business or any other benefit. Bribery can occur in the public sector (for example, bribing an official) or in the private sector (for example, bribing a client's employee or a business partner). Bribery can also occur when an inappropriate 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 that any suspected bribery incident will be investigated and any misconduct may result in disciplinary action against the organization's staff, including dismissal in serious cases, criminal charges, contract termination, or other sanctions in the case of professional services, partners, suppliers, or even clients.

5 - Reach and audience

This Policy must be known and applied by every member of Sofis Solutions, including its partners/shareholders, members of Management and all staff (in any form of contract), who must ensure that they do not engage in any way in bribery activities, as well as commit to understanding, accepting and applying the Policy described in this document.

The Anti-Bribery Policy is communicated to the organization's clients, suppliers (including professional services) and business partners in a way that is considered and respected by them within the framework of activities involving existing business relationships with Sofis Solutions.

6 - Our Policy

6.1 General considerations

Each year, Sofis Solutions establishes objectives for its Anti-Bribery Management System and plans actions to achieve them, involving all relevant parties and requiring compliance with applicable legal and regulatory requirements, as well as any other requirements it deems mandatory. Compliance with this Policy is included among these requirements.

In order to prevent, detect, and combat bribery in the forms described above, Sofis regulates a series of services and benefits that could be classified as bribery if left unregulated and/or limited. These are listed in the following sections.

6.2 Facilitation Payments

Facilitation payments are understood to be small, unofficial and improper payments made to an official to obtain or expedite a routine procedure or one necessary for the activity.

Facilitation payments can be given to officials to obtain licenses, permits, certificates and other types of public services, but also to commercial service providers (such as electricity or gas providers).

The term public official or civil servant shall mean "any person who holds a legislative, administrative or judicial office, by appointment, election or as successor, or any person who exercises a public function, including for a public body or a 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: In the hypothetical case that the request for a facilitation payment is accompanied by a threat to the safety or well-being of the employee or his family and relatives, that is, that we are dealing with extortion, the payment may be allowed to be made to avoid serious harm, provided that the threat and the fear of imminent danger can be demonstrated.

What to do if faced with a payment demand?

In the event that Sofis staff face a payment demand, they must act as follows, depending on whether it is a facilitation payment or extortion:

Facilitation Payment: If a payment request is received, proof of legitimacy and an official receipt must be requested. If the request is denied, the payment should not be made.
Extortion payment: If the demand for payment involves a threat, the affected party may inform the organization in order to obtain its support, protection and backing in case it is necessary to make the payment, if their health, safety or freedom, or that of another, is at risk.

This payment must be recorded in the organization's accounts, and a brief report of the incident must be attached. Where applicable or required by law, the relevant authorities must also be informed.

6.3 Gifts, hospitality, donations and similar benefits

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

These benefits may be appropriate in certain circumstances or socially acceptable in certain cultures, or even evidence of Corporate Social Responsibility (CSR) activities. It may also be appropriate to accept or offer hospitality, including travel to business events with people with whom we have business relationships. However, if offers of gifts, invitations, or trips are frequent or of considerable value, they may create the impression, or even the reality, of a conflict of interest or an illicit payment—that is, a bribe.

Therefore, this Policy establishes control mechanisms to prevent, as far as possible, these services from being perceived as a bribe.

6.3.1 Gifts, entertainment and hospitality

These are gifts, perks, or benefits such as the free delivery of products from Sofis or third parties, or the provision of tickets or invitations to attend cultural, leisure, or sporting events. Expenses of this type are, in principle, legitimate. While this is a widespread practice, Sofis regulates them in this Policy to prevent their misuse or the possibility of them being used as a form of bribery.

Gifts and hospitality must comply with a series of regulatory requirements:

Control of the degree and frequency of gifts and hospitality.

Gifts and courtesies are permitted in the private or public sphere under the following circumstances:

Gifts of modest value, such as mugs, pens or t-shirts, or of symbolic value, such as trophies or plaques of recognition, may be given or received.

Under no circumstances may cash or its equivalent (vouchers or gift cards) be offered or accepted.

Gifts or other forms of hospitality may only be offered or accepted if they do not violate current legislation or are prohibited under a current contract; provided that the value does not exceed USD 20 (twenty US dollars) for the same person.

Gifts or invitations cannot be accepted or given to the same person more than 3 times a year.

The cumulative value of gifts received or given by an employee of the same company or person cannot exceed USD 100 in a period of 2 years.

The Gift Policy of the Organizations with which we have business relationships must be respected at all times.

Gifts made in the form of services or benefits (e.g., promises of employment) will not be accepted or offered.

Gifts should not be given or accepted during or immediately after the negotiation of a contract.

Gifts should not be accepted or offered to those who are directly involved in awarding contracts, approving certificates, or other related matters.

This gift should not cause a problem if it is made public.

When gifts and acts of hospitality exceed the established value or frequency, prior approval from Management will be required, and they must be documented or recorded in the Sofis Management System. These records will be publicly accessible to the entire organization.

6.3.2 Invitations and other promotional expenses

Business invitations can play an important role in strengthening working relationships between associates and implementing an effective business policy, so this type of expense is permitted, provided that:

They are related to a legitimate business purpose of the company.
They should not be done in a way that could be perceived or interpreted as bribery.
They should be infrequent, with no more than one occurring in any two-year period.
They are conducted in a place appropriate for business.
Be appropriate in the context of a business relationship.

On the other hand, the following are prohibited:

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

6.3.3 Travel

Regarding trips whose total or partial costs are covered by Sofis, the following are permitted:

Within the framework of a project, officials from the agencies involved may be asked to travel to Montevideo, the headquarters of Sofis, when necessary for the proper development of the work.
As part of events or presentations organized by Sofis in Montevideo, invitations may be extended to officials to attend.
The costs assumed, whether total or partial, must be approved in advance by Sofis' Anti-Bribery Compliance Function.
These payments are restricted to necessary travel, accommodation and subsistence, directly associated with a reasonable travel itinerary.
Payment of expenses not restricted to those mentioned above is prohibited, therefore payments related to activities that may be considered leisure activities are expressly excluded.
Paying for the expenses of family members or friends is prohibited.
Payment of vacation or recreation expenses is prohibited.

6.3.4 Political contributions

Sofis does not make political contributions of any kind. For this reason, it is strictly prohibited to make any type of donation, whether financial or otherwise, on behalf of the company to political parties, party officials, candidates, individuals involved in politics, or organizations that maintain close ties with a political party.

6.3.5 Charitable donations and sponsorships

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

The risk of charitable donations and sponsorships is that they can be used to generate an undue advantage or as a subterfuge for an act of bribery or corruption in general.

Sofis welcomes charitable donations organized by its own initiative or by its employees. The aim is to collaborate with charitable institutions or those with a significant social impact, such as hospitals, in a completely altruistic manner, provided the following requirements are met:

To be carried out within the legal framework.
Not to imply a conflict of interest with the company's activities.
Leave the corresponding record in the Sofis Management System, adding the date and the donated items or objects.
They must not be carried out to secure an inappropriate business deal or to gain an undue advantage.
Do not violate any of the points established in this Policy.
When the money donation is made, it will be recorded in compliance with a series of requirements.
A record will be kept of the approval and payment.
The donation will be publicized through our own media and the beneficiary's media.
Donations will be avoided if they coincide with the negotiation of a contract between the parties.

6.3.6 Performance Bonuses

Compensation agreements, including bonuses, awards, and performance incentives, are considered to potentially encourage, even unintentionally, staff to engage in bribery-related activities.

Sofis Solutions has made the decision not to pay bonuses, awards, and financial incentives to its staff.

6.3.7 Records

All the expenses listed and regulated above must be recorded, so that there is evidence in the Sofis Management System that can be required by audits, judicial bodies and other authorities.

6.4 Business partners, suppliers, agents and intermediaries

All external suppliers of materials, products and services, who provide key products, are subject to the management procedure that Sofis Solutions suppliers use, according to which they can become part of the supplier register.

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 linked to the organization.

The company will terminate the relationship with the supplier, business partner, agent or intermediary in the event of bribery by or 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 or having been involved in bribery.

However, if such hiring were unavoidable even if there were precedents of bribery in the person, company or entity involved, Sofis would record the reasons for said decision.

6.5 Due Diligence

Sofis applies diligent measures in its personnel selection and hiring procedures to prevent the hiring of individuals who may pose a conflict of interest regarding the practices this Policy seeks to eliminate and prevent. Thus, the selection and hiring procedures establish guidelines and controls to be applied to candidates and new hires in order to prevent potential bribery.

In the case of business partners, due diligence procedures are also applied and based on the results of these processes, certain controls are defined (depending on the risk analyzed for each of them and the type of relationship established) that allow minimizing the rates of bribery risks.

6.6 Conflict of interest

On the other hand, this Policy expressly regulates possible situations of conflict of interest.

A conflict of interest exists when a member of Sofis has professional, personal, or private interests that deviate from the interests expected of him when representing the company; that is, when the person's interests conflict with those of Sofis.

It may happen that a company representative is tempted to prioritize their private interests over those of the company and make decisions that are not in Sofis' best interest.

However, it should be emphasized that conflicts of interest occur in all organizations, but they are not negative per se, so they are also regulated in this Policy to prevent legal and beneficial actions for Sofis from being misinterpreted.

To prevent certain situations from being misinterpreted and casting doubt on the objectivity of a particular decision, evidence of these situations must be kept, communicated, and documented.

Therefore, to prevent certain situations from leading to conflicts of interest or lacking sufficient transparency, employees and managers must register and report on the Anti-Bribery Compliance Function:

Gifts, benefits, and hospitality received: the employee might make decisions in favor of the party that gave him some kind of professional courtesy.
External appointments from which he benefits: a company representative who is also appointed to another entity may be tempted to forgo certain advantages for the benefit of one of the two (or more) organizations.
Financial investments made in companies with which Sofis maintains or may maintain relationships: the interested party could favor commercial relationships with these companies over other more qualified suppliers during a tender.
Offering jobs to family members can lead to conflicts of interest when relatives or close acquaintances are favored over other, more qualified individuals for a given position. These situations can result in favoritism (nepotism) and, therefore, negative consequences for Sofis.
The hiring of public officials: although it is legitimate for Sofis to benefit from the experience and knowledge of former or current public officials, their hiring should be closely monitored, as it may create the perception that an undue advantage has been obtained by using privileged information.

When a potential conflict of interest is detected that could be detrimental to Sofis, it will be evaluated by the person performing the Anti-Bribery Compliance function, who will seek a solution to prevent it from occurring. They may take one of the following actions:

Do not authorize a member of the management staff to accept an additional external appointment at a company that puts their personal and institutional interests in conflict.
Remove the person causing the conflict of interest from the particular situation.
If it is not possible to remove the person from the negotiation, have an internal or external third party validate the negotiated contractual terms and record that they are not detrimental to Sofis.

All decisions that may involve a conflict of interest as described above must be justified and documented as evidence of Sofis' commitment to the fight against corruption.

7 - Review and continuous improvement

Sofis will conduct regular verification or monitoring of this Policy. The monitoring and review process will allow for:

Ensure that the established controls are effective and efficient in both their design and use by monitoring their implementation and the results obtained.
Obtain any additional information deemed necessary to improve risk assessment.
Analyze and draw conclusions from events (including near misses), changes, successes, and failures.
Detect changes in the internal and external context, including changes in risk criteria and in the risk itself, that may require a review of risk treatments and priorities.
Identify emerging risks.
Verify that the expected results were achieved and that the results of the risk assessment have been applied appropriately.

The Management leads and is committed to complying with the guidelines of this Policy and the processes involved in the Anti-Bribery Management System, in order to achieve its continuous improvement, as well as to achieve compliance with the proposed anti-bribery objectives.

8 - Anti-Bribery Compliance Function

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

This Function will ensure compliance with the provisions of this Policy, address any conflicts that may arise in relation to it, in coordination with Management when required, and establish action plans to resolve them and safeguard the interests of the company.

The Sofis Solutions Management assigns the person performing the Anti-Bribery Compliance Function the authority and independence required to effectively perform the responsibilities of:

Oversee the design and implementation of the Anti-Bribery Management System.
Conduct the necessary investigations for the Anti-Bribery Management System in coordination with the Sofis Solutions Management.
Provide training and guidance to staff on the Anti-Bribery Management System.
Ensure that the Anti-Bribery Management System is in accordance with the requirements of ISO 37001.
Report on the Anti-Bribery Management System to Management at established time intervals and/or when deemed appropriate for each particular situation that arises within the context of said management system.

The person performing this function must remain impartial in cases where they simultaneously perform another role, different from that of Compliance Function, within the organization.

9 - Non-compliance. Reporting of bribes and suspicious activities.

Any knowledge of actual or suspected non-compliance with this Policy must be reported to the company's Management and/or the Anti-Bribery Compliance Function. Likewise, employees are encouraged to inform the company of any situations that may represent a weakness in the system so that they can be corrected or improved.

Any report of bribery or suspicious activity will be treated as confidential. No person who makes a report of bribery or suspicious activity in good faith will suffer any penalty or detriment as a result.

All employees and managers have the obligation to inform their hierarchical superior, the person who performs the Anti-Bribery Compliance Function or Management about any non-compliance or bad practice that they observe in the performance of their professional activities.

Sofis has established formal channels overseen by the Anti-Bribery Compliance Function, so that all interested parties can, in good faith and without fear of retaliation, make inquiries or reports of non-compliance with the provisions of this Policy.

If you become aware of any conduct (active or passive) contrary to the content of this Policy or any other internal regulations, you must follow the procedure for raising concerns or complaints and report it through the Ethics Channel.

Report here

canaletico@sofis.lat

Anonymous reporting allowed · Confidentiality guaranteed · Protection against retaliation · No penalties for good faith reports.

Write to the channel →

The complaint can be submitted anonymously or the sender can identify themselves. In this case, Sofis guarantees the confidentiality of the information provided.

All individuals who, in good faith or based on reasonable belief, submit reports will be protected against any form of discrimination or penalty related to the reports made. False or defamatory reports may be subject to sanctions or legal action. This same channel may be used by interested parties to report other matters of interest or questions regarding the application of this Policy.

10 - Awareness (advertising and training)

This Anti-Bribery Policy will be made available to all employees through the usual communication channels (Sofis course platform and email) and will remain published on the Sofis website as a sign of transparency to third parties, both private partners and representatives of the Public Administration.

The Anti-Bribery Policy will be subject to appropriate communication, training and awareness actions for its timely understanding and implementation within the company.

1 Notice: The terminology "Anti-Bribery Policy" expressed in this document is used in a broad sense and not strictly in terms of the characterization of the criminal act that may be made by different legislations.

2 See Normative References, point3.

3 See Zero Tolerance, point4.2.

Anti-bribery policy