Anti-bribery and corruption policy

INTRODUCTION

Marmara Metal Refinery FZE (“Marmara”) recognizes the critical importance of maintaining a robust Anti-Bribery & Corruption (AB&C) framework. Marmara is committed to full compliance with the UAE Criminal Code (Federal Law No. 3 of 1987 and amendments), which applies to all entities operating within the UAE, including free zones.

Marmara adopts a zero-tolerance approach to bribery, corruption, facilitation payments, kickbacks, extortion, and any unlawful or unethical conduct. All employees, consultants, contractors, and third-party service providers must adhere strictly to this Policy.

The Compliance Officer is responsible for ensuring full implementation and immediate escalation of any breach.

POLICY STATEMENT

• Marmara conducts all business honestly, ethically, and with integrity.
• Marmara strictly prohibits bribery, corruption, facilitation payments, and any unlawful inducements.
• Marmara avoids any act that may harm its integrity, reputation, or compliance standing.
• Individuals involved in corrupt activity may face fines, imprisonment, termination, and legal consequences.
• Marmara is committed to upholding UAE laws and all regulations relevant to countering bribery and corruption.

OBJECTIVES OF THE POLICY

This Policy aims to:
• Define the responsibilities of Marmara and all individuals working for or with Marmara in upholding the company’s anti-bribery and anti-corruption standards. • Provide guidance on identifying, preventing, and reporting bribery and corruption. • Ensure compliance with UAE Criminal Code, SAIF Zone regulations, and international best practices.
Third Party refers to any individual or organization interacting with Marmara, including suppliers, customers, consultants, service providers, government bodies, officials, and representatives.

SCOPE OF THE POLICY

• This Policy applies to all Marmara employees, management, consultants, contractors, and third-party service providers.
• The Policy applies across all business dealings and jurisdictions where Marmara operates.
• All individuals must comply with UAE Criminal Code, applicable laws, and regulations in the jurisdiction where Marmara conducts business.
• Any uncertainty must be escalated to the Compliance Officer for clarification or legal advice.

ANTI-BRIBERY & CORRUPTION POLICY IN MARMARA
FORMS OF BRIBERY & CORRUPTION

What is a Bribe?
A bribe is any inducement or reward offered, promised, or provided to gain commercial, contractual, regulatory, or personal advantage.

What is a Kickback?
A kickback is a payment or benefit provided to improperly influence a contracting party, official, or representative.

What is Extortion?
Extortion is demanding or accepting a bribe, facilitation payment, or kickback.

What is a Facilitation Payment?
Small, unofficial payments made to expedite routine actions (e.g., border crossings). These are strictly prohibited.

Bribery Offences Under UAE Criminal Code Include:
• Offering, promising, or giving a bribe to an employee or public official.
• Requesting or accepting a bribe as a public official.
• Assisting or abetting bribery.
• Acting as an intermediary in a bribery transaction.
• Bribing foreign officials or employees of international organizations.

ANTI-BRIBERY & CORRUPTION STANDARDS

It is prohibited for Marmara employees, management, consultants, or third parties to:
1. Offer, give, or promise payments, gifts, or hospitality to gain business advantage. 2. Offer or accept payments to “facilitate” or expedite routine procedures.
3. Accept gifts or hospitality intended to influence business decisions.
4. Retaliate against any employee who refuses to engage in bribery or reports concerns.
5. Engage in any activity that may lead to a breach of this Policy.
Non-compliance may result in disciplinary action, termination, civil penalties, or criminal prosecution.

GIFTS & HOSPITALITY

Normal business hospitality may be permitted if:
1. It is of nominal value (approximately USD 100 or less).
2. It is not solicited.
3. It is not linked to a specific business decision or transaction.
4. It is not intended to influence or reward improper conduct.
Cash gifts are strictly prohibited.
All gifts must be declared to the Compliance Officer and recorded in the Gifts & Hospitality Log.

BRIBERY & CORRUPTION RED FLAGS

Employees must remain alert to red flags, including:
• Use of agents with poor reputation or government links
• Unusually large or undocumented commission payments
• Cash payments without proper documentation
• Payments routed through offshore accounts
• Unexplained preference for certain suppliers
• Invoices exceeding contractual amounts
• Abnormal bonuses without justification
Any red flag must be escalated immediately to the Compliance Officer.

RESPONSIBILITIES TOWARDS THE POLICY

All employees, management, consultants, and third parties must:
1. Read, understand, and comply with this Policy.
2. Participate in mandatory AB&C training.
3. Avoid any activity that may lead to a breach.
4. Request receipts for all payments and ensure they are legitimate.
5. Report any suspicious activity to the Compliance Officer.
Breaches may result in termination and legal action.

SENIOR MANAGEMENT RESPONSIBILITY

Senior Management must:
1. Implement systems to prevent, detect, and mitigate bribery risks.
2. Maintain controls to minimize facilitation payments.
3. Ensure employees understand their responsibilities.
4. Provide adequate training.
5. Escalate concerns promptly to the Compliance Officer.
6. Support compliance in monitoring and enforcement.

RECORD KEEPING

Marmara must:
1. Maintain accurate financial records for at least 5 years.
2. Document all payments, risk assessments, and due diligence.
3. Ensure all expenses related to hospitality or gifts are approved and recorded.
4. Maintain complete and accurate invoices and documentation.
5. Review transactions regularly for warning signs.

INCIDENT ESCALATION & INVESTIGATION

All suspected violations must be reported and investigated by the Compliance Officer.
Serious matters will be escalated to Senior Management.

INVESTIGATION & DOCUMENTATION

• Compliance gathers all relevant information and evidence.
• Investigation includes documentation of persons involved, dates, and details.
• A written report is prepared and reviewed by Senior Management.
• A separate log is maintained for 5 years.
• If no violation is found, documents are retained.
• If a violation is confirmed, appropriate disciplinary or legal action is taken.

RISK ASSESSMENT

Marmara maintains a risk assessment framework that evaluates bribery and corruption risks, including jurisdictional risk, supplier risk, and operational risk.

COMMUNICATION OF THE POLICY

Marmara’s zero-tolerance approach must be communicated to all suppliers, customers, and business partners at the start of the relationship.
New employees receive this Policy during induction and must complete mandatory training.

POLICY MONITORING & REVIEW

• Compliance reviews the Policy annually for effectiveness.
• Internal controls are audited regularly.
• Employees may provide feedback or suggestions for improvement.

CONSEQUENCES OF NON-COMPLIANCE

Violations may result in disciplinary action, termination, or legal prosecution.
• Serious breaches may be referred to UAE authorities for civil or criminal penalties.

SOCIAL & ECONOMIC RESPONSIBILITY

Marmara may support lawful community initiatives, sponsorships, or charitable contributions, subject to:
1. Compliance approval
2. Verification of lawful purpose
3. Proper documentation

DEFINITIONS

UAE – United Arab Emirates
CoC – Staff Code of Conduct
RCP – Risk Control Policy
AML – Anti-Money Laundering
CFT – Combating Financing of Terrorism
CPF – Combating Proliferation Financing

REFERENCES

• UAE Criminal Code (Federal Law No. 3 of 1987)
• Marmara Risk Control Policy
• Marmara Code of Conduct
• Marmara HR Policy

WHERE TO GET ASSISTANCE

For questions or clarification, contact: marmara.refinery@gmail.com