Minutes No. 143-СД-01
of the Meeting of Board of Directors of AGRICO LLC
of April 9, 2019



1.1. This Anti-Corruption Policy (the Policy) has been developed in compliance with the existing legislation of the Russian Federation on Prevention and Combating of Corruption; it is a fundamental document of AGRICO LLC and contains a complex of interrelated principles, procedures, and actual events aimed at preventing and combating offenses corruption in the activities of AGRICO LLC and its subsidiaries and affiliated companies, as well as compliance with anti-corruption laws by employees of AGRICO LLC and its subsidiaries and affiliated companies (the Company).

1.2. When it becomes necessary to implement other, most effective provisions of this policy or anti-corruption measures related thereto into the workflow of the Company, or if the law requirements have changed, the Company takes measures to review and amend this policy or anti-corruption measures.

1.3. Company’s Anti-Corruption Policy was developed on the basis of:

  • The Constitution of the Russian Federation;
  • The Federal Law No. 273-FZ “On Combating Corruption” of December 25, 2008;
  • The Russian Federation Presidential Decree No. 613 “Anti-Corruption Issues) of July 8, 2013;
  • The Russian Federation Presidential Decree No. 815 “On Anti-Corruption Measures” of May 19, 2008;
  • The Articles of Association;
  • AGRICO LLC Corporate Code of Conduct;
  • the Criminal Code of the Russian Federation;
  • the Administrative Violations Code of the Russian Federation;
  • the EU anti- corruption treaty (41997A0625(01) and the additional protocols;
  • the Council framework decision 2003/568/JHA on combating corruption in the private sector);
  • the OECD Anti-Bribery Convention dated 17 December 1997;
  • the Criminal Law Convention on Corruption of the Council of Europe (ETS No.173);
  • the United Nations Convention against corruption (No.42146);
  • the Dutch Criminal Law (Wetboek van Strafrecht).

Terms and Definitions:

Corruption - abuse of public office, giving or receiving bribes, abuse of powers, commercial graft or other illegitimate use by an individual of his/her official status against legal interests of society and the State to receive private gain in the form of money, values, other property or services involving property, and other property rights for himself/herself or for third parties, or illegal provision of such a benefit to the said individual by other individuals. Corruption also means committing the above mentioned acts on behalf or for the benefit of a legal entity (paragraph 1, Article 1 of the Federal Law No.273-FZ dd December 25, 2008 "On Combating Corruption");

Corruption Counteraction - the activity of federal bodies of state power, bodies of state power of subjects of the Russian Federation, local authorities, institutions of the civil society, organizations and physical persons within their powers: to prevent corruption, including identification and subsequent elimination of corruption motives (prevention of corruption), to identify, prevent, terminate, disclose and investigate corruption offenses (corruption fighting), to minimize and (or) eliminate the consequences of corruption offenses .

Bribe - taking by a functionary, a foreign functionary or a functionary of a public international organization in person or through an intermediary, in the form of money, securities or other assets or in the form of unlawful rendering thereto services of property nature, or granting of other property rights, for actions (inaction) in favor of a bribe-giver or the persons he/she represents, if such actions (inaction) form part of the functionary's official powers or if the latter, by virtue of his/her official position, may further such actions (inaction), and also for overall patronage or connivance in the civil service;

Commercial subornation - the illegal transfer of money, securities or any other assets to a person who discharges managerial functions in a profit-making or any other organization, and likewise unlawful rendering of property-related services, granting other property rights to him/her for commission of actions (inaction) in the interests of the giver, in connection with the official position held by this person (part 1 Article 204 of the Criminal Code of the Russian Federation).

Conflict of interest is a situation in which a personal interest of an individual or organization representative, direct or implied, might adversely affect a duty, and in which a personal interest of an individual or organization representative might conflict with rights and legal interests of the organization that can damage rights and legal interests, property and/or goodwill of the organization the individual works for;

A personal interest of an individual (organization representative) is an interest of individual (organization representative) associated with possibility of receiving, by the individual (organization representative) in charge, a sum of money, values, other property or monetized services, other ownership rights for the benefit of the individual or a third party.



2.1. The main objectives of the Company’s anti-corruption policy are:

  • prevention of corruption in the Company;
  • ensuring responsibility for corrupt practices;
  • personnel anti-corruption awareness.

2.2. The Company achieves policy objectives by implementation of the following tasks:

  • formation of common understanding by the personnel of the Company’s vision on non-acceptance of corruption in any form or appearances;
  • minimizing the risks of involving the Company employees in corruption activities;
  • evaluation of the effectiveness of anti-corruption measures;
  • establishing the obligation of the Company's employees to know and comply with the requirements of this policy, key norms of anti-corruption legislation;
  • ensuring liability for corruption offenses in all cases expressly provided for by regulatory legal acts.



Principle of policy compliance with current legislation and generally accepted standards.(This anti-corruption policy complies with the Constitution of the Russian Federation, Russian legislation and other regulatory legal acts applicable) with regard to requirements of the Convention against corruption, Council Framework Decision 2003/568/JHA of 22 July 2003 on combating corruption in the private sector, OECD Anti-Bribery Convention of December 17 1997, Criminal Law Convention on Corruption ETS No. 173, United Nations Convention against Corruption, the Dutch Criminal Code (DCC), specifically, sections 177, 178, 363, and 364 of the DCC with respect to corrupt practices (bribery) to civil servants (Bribery), as well as sections 136, 328ter and 328quater of the DCC with respect to any person other than of civil servant (commercial bribery), section 162 of the DCC on liabilities for public authorities and civil servants inform of public offenses, including bribetaking.

3.1. Tone at the Top Principle. (The key role of the director of the Company in forming intolerance to corruption and in establishing an anti-corruption system for preventing and combating corruption in the Company).

3.2. Personnel Engagement Principle. (The Company regularly informs employees of provisions of the anti-corruption legislation, and actively involves in the formation and implementation of anti-corruption procedures).

3.3. The principle of proportionality of anti-corruption procedures to the risk of corruption. (The Company has developed and implemented a complex of measures to reduce the likelihood of involvement of either the Company, its director or employees into corrupt practices).

3.4. The principle of efficiency of anti-corruption procedures. (The Company takes low-cost anti-corruption measures which are easy to implement and will yield significant results).

3.5. The principle of responsibility and unavoidability of punishment. (In the event that any employee of the Company commits corrupt acts within the performance of employment duties, he or she cannot avoid punishment irrespective of the job title, work experience or other conditions; and the director shall bear personal responsibility for implementing the corporate anti-corruption policy).

3.6. The principle of constant control and regular monitoring. (Corruption risks and other factors impacting the business may change with time, the Company constantly overviews the measures taken to prevent the corruption as well as compliance therewith, and revises and refines these measures, where applicable).



4.1. A primary group of persons who fall within the policy includes employees having labor relationships with the Company, irrespective of the job title or responsibilities.

4.2. In order to prevent and combat corruption, the employees of the company shall:

4.2.1.Refrain from as follows:

  • committing and (or) taking part in committing corruption offenses for the benefit or on behalf of the Company;
  • behavior that may be construed by others as a willingness to commit or to participate in committing corruption offenses for the benefit or on behalf of the Company.

4.2.2. Promptly inform the direct supervisor and (or) person responsible for the implementation of the anti-corruption policy, or, if unavailable, the director of the Company, of as follows:

  • cases of inducement of an employee to commit corruption offenses;
  • information that has become known to an employee about the cases of corruption offenses committed by other employees, contracting parties of the Company or other persons.

4.2.3.Inform the direct supervisor or the director of the Company of possible or developed conflict of interest arisen from an employee.



  • Russian anti-corruption legislation: The Company and all the employees thereof shall comply with the norms of the Russian anti-corruption legislation established, among other things, by the Criminal Code of the Russian Federation, Code of the Russian Federation on Administrative Violations, Federal Law “On Combating Corruption.”
  •  Anti-Corruption Legislation of the Netherlands: all employees of foreign companies shall comply with the norms of the anti-corruption legislation established, among other things, by as follows:
  • the EU anti- corruption treaty (41997A0625(01) and the additional protocols;
  • the Council framework decision 2003/568/JHA on combating corruption in the private sector;
  • the OECD Anti-Bribery Convention dated 17 December 1997;
  • the Criminal Law Convention on Corruption of the Council of Europe (ETS No. 173);
  • the United Nations Convention against corruption (No. 42146);
  • the Dutch Criminal Law (Wetboek van Strafrecht),

the basic requirements of these documents are the prohibition of giving or taking a bribe, commercial bribery or bribery facilitation.

In Russia, the Netherlands and other countries, “corrupt practices” are most commonly considered to be giving or taking a bribe, bribery facilitation of either giving or receiving a bribe, abuse of official position or authority, commercial bribery, facilitation payments, illegal use by individual of his/her official position for his/her benefit in the form of money, valuables, other property, services, any rights for either themselves or other persons, or unlawful representation by other persons of benefits or rights to this person.

5.1.In view of the foregoing, the Company strictly prohibits all employees thereof from, either directly or indirectly, personally or through third parties, participating in corruption, offering, giving, promising, asking for, or receiving bribes or making payments for facilitation of administrative, red tape or other formalities in any form, including in the form of monetary means, valuables, services or any other benefit to any persons or from any persons or organizations, including commercial organizations, authorities or self-governing bodies, public servants, private companies or representatives thereof.

5.2. The Company and all employees thereof shall comply with anti-corruption laws of both Russia and the Netherlands, as well as principles and requirements of the Policy in any country of the world.



6.1. The Director is responsible for the overall management of measures for combating corruption in the Company.

6.2. Either the Director or an authorized person shall:

  • Organize the development of projects of local acts on combating corruption;
  • Carry out combating actions against corruption within his/her authority;
  • Accept statements from employees of the Company, legal representatives or relatives of contracting agents of the Company, on corruption offenses committed by employees of the Company for subsequent submission to law-enforcement agencies;
  • Conduct anti-corruption propaganda and develops an awareness of anti-corruption measures among employees of the Company, contracting agents of the Company, legal representatives and relatives of contracting agents of the Company;
  • Ensure that employees comply with the internal labor regulations;
  • Prepare documents and materials for disciplinary and financial actions against employees of the Company;
  • Interact with law-enforcement agencies, state authorities, self-government bodies, municipal and public committees on combating corruption as well as with citizens and civic institutions;
  • Organize the registration of notifications of the employer representative about the appeals in order to induce employees of the Company to commit corruption offenses as well as appeals of citizens and contracting parties with the information about the facts of corrupt behavior of employees of the Company;
  • Use reasonable endeavors to mitigate risks of business relationship with contracting parties which might be involved into corrupt acts, therefore check whether they have own anti-corruption procedures or policies, or willingness to comply with the requirements of this Policy and include anti-corruption clauses into the agreements, as well as provide joint assistance for ethic conduct of business and prevention of corruption;
  • Put this Policy out in the open on the corporate website, declare openly about nonacceptance of corruption, welcome and encourage compliance with the principles and requirements hereof by all contracting parties, employees of the Company, members of governing bodies and other persons, and help to acculturate the anti-corruption awareness through information.



7.1. To prevent any corruption offenses or signs of corrupt practices, the Company develops and implements extensive measures aimed to combat corruption, aimed at:

  • Designation of divisions or company officers responsible for preventive control of corrupt or other unlawful acts;
  • Cooperation of the Company with law-enforcement authorities;
  • Development and introduction of standards and procedures aimed at ensuring work of the Company with good faith;
  • Adoption of the corporate standard of the Company;
  • Prevention and settlement of conflicts of interest;
  • Prevention of fraudulent accounting or use of falsified documents.

7.2. The Company established the procedure for notifying the employer of requests in order to induce an employee of the Company to commit corruption offenses or information become known to an employee about committed corruption offenses.

The labor agreements with employees include obligations to execute the legislation on combating corruption.



8.1. Gifts and entertainment expenses, including spent on business entertainment, which employees of the Company may provide to other individuals and entities, or which employees may receive from other individuals and entities as part of the job at the Company, must meet all of the following criteria:

  • They shall be directly related to legitimate objectives of the activity, e.g., with presentation or completion of business projects, successful implementation of contracts, or with official holidays such as Christmas and New Year, International Women's Day, memorable dates, anniversaries, etc.;
  • They shall be reasonable, adequate, and not be a luxury item;
  • They shall not constitute a disguised remuneration for the service, act, omission, conniving, protection, grant of rights, making a certain decision in regard to the transaction, agreement, license, permit, etc. or an attempt to influence the recipient with any other illegal or unethical purpose;
  • They shall not create a reputational risk for the Company in the event of disclosure of information about such gifts or entertainment;
  • They shall be consistent with the principles and requirements of this Policy, as well as other internal documents of the Company, and the rules of Applicable anticorruption laws.

8.2.Gifts on behalf of the Company, employees and agents to any third party in the form of money (cash or non-cash) and cash equivalent in any currency are prohibited.



9.1. The Company does not finance charitable and/or sponsorship activities with the purpose to obtain any commercial advantage in specific projects of the Company.



10.1. The Company does not fund any political parties, organizations or movements with the purpose to obtain any commercial advantage in specific projects of the Company.



11.1. The Company shall refrain from payments of any expenses for public servants or close relatives thereof (or for their benefit) with the purpose to obtain commercial advantage in specific projects of the Company, including expenses for transportation, accommodation, meals, entertainment, PR campaigns etc., or when they receive any other benefit on behalf of the Company.



12.1. The Company demands of its employees compliance with this Policy, and shall inform them of primary principles, requirements, and sanctions for violations hereof.

12.2. Respect for the principles and requirements of this Policy is taken into account when forming a pool of candidates, promoting employees to higher positions and when administering disciplinary action.



13.1. The Companies have developed and implemented their own anti-corruption policies similar to this Policy. The Company shall make reasonable efforts to ensure that the fundamental principles and requirements hereof are respected in the joint ventures, companies and associations where the Company is involved, as well as its counterparties.

13.2. When involved in a joint venture, a company or association, the Company:

  • Analyzes information on reputation of prospective partners and members, as well as their tolerance for corruption;
  • Informs them of the principles and requirements hereof;
  • Stands for adoption of similar anti-corruption policy in a joint venture, company or association.



14.1. The Company and its employees are prohibited from using or involving intermediaries, partners, agents, joint ventures or other third parties in any activities that are contrary to the principles and requirements of this Policy or the rules of applicable anti-corruption laws.

14.2. The Company shall ensure the existence of verification procedures in respect of intermediaries, agents, joint ventures or other third parties to prevent and/or reveal the above violations in order to minimize the risks of involvement of the Company in corrupt practices.



15.1. All financial transactions, accounting entries and records shall be reflected reliably and in sufficient detail in the financial statements of the Company, be documented and available for inspection.

15.2. The Company has appointed employees who are responsible for the preparation and provision of complete and accurate accounting statements within the period established by the applicable law.

15.3. Misrepresentation or falsification of the Company’s accounting statements is strictly prohibited and is regarded as a form of fraud in the field of information technology.



16.1. In case any employee or any other third party has doubts about the legality or ethics of his/her actions, as well as actions, inactions or proposals of other employees, counterparties or other third parties who cooperate with the Company, they shall report about it to his/her direct supervisor or the Director of the Company who, if necessary, shall provide recommendations and clarifications with regard to the situation.



17.1. The Company declares that no employee shall be sanctioned (or dismissed, downgraded, or deprived of a bonus) if he/she has refused to either give or receive a bribe, conduct a commercial bribery or mediate in bribery, including if it resulted in lost profits of the Company, or the Company has not obtained certain commercial or competitive advantages.



18.1. The Company regularly conducts internal and external audits of its financial and business activities, as well as performs continuous monitoring of completeness and accuracy of recording all business transactions in the financial statements and compliance with applicable laws and internal regulations of the Company, including the principles and requirements established by this Policy.



19.1. If it is found that some of the provisions of the Policy or business processes related hereto are not effective, or in the event that the applicable laws of the Russian Federation, the Netherlands or other countries are changed, the Chairman of the Board of Directors of the Company shall organize the development and implementation of the roadmap for updating the Policy and/or the business processes.



20.1. Employees of the Company, irrespective of their job titles, shall bear responsibility established under the existing Russian Legislation for compliance with the principles and requirements of this Anti-Corruption Policy as well as for actions (inactions) of their subordinates who violate these principles and requirements.

20.2. Penalties for corrupt practices of the Company include: criminal, administrative or disciplinary sanctions in accordance with the Russian legislation, as well as, if applicable, in accordance with the applicable norms of the Criminal Code of the Netherlands or other similar foreign statutory acts.

20.3. As the Company may be subject to sanctions for involvement of its employees, counterparties or other persons in corrupt practices, in regard to any reasonably suspected or proven fact of corruption an internal investigation will be initiated to the extent allowed by applicable law.