Introduction

Chariklo SRL., its Divisions (hereinafter “Chariklo” or “the Company”) confirms and formalizes its commitment to the values and principles of business ethics and to the fight against Corruption and illegality through this Policy.

Violation of the Code of Ethics, internal policies, or applicable anti-corruption legislation, even when the action or operation is carried out outside the Dominican Republic, may give rise to civil and criminal sanctions, which range from fines to penalties. deprivation of liberty and are applicable both at the personal level and at the Company level.

Aim

The objective of this Policy is to establish the principles and guidelines applicable in the matter to have an adequate and effective system of control, surveillance and auditing, which allows the Company to guarantee that the activities carried out in it or on its behalf, are based on our Code of Ethics, this Policy and in accordance with applicable laws.

With this, it is reasonably ensured that Chariklo or the companies related to it are not used as a means to circulate resources of illegal origin or intended to promote or finance terrorism.

Through this Policy, we inform you of the principles and procedures that the Company must have and that, as Employees and/or Third Parties, we must observe in order to protect ourselves, the Company, its shareholders and Third parties, of possible violations of the applicable regulatory framework.

Scope

This Policy is applicable and mandatory for you and for each and every one of our Employees and Third Parties, in each of the countries in which we operate, so it is important to know, understand and put into practice the principles and values here contents.

Definitions

Risk-Based Approach Analysis: Systematic use of available information and material to determine the probability of a possible risk event, act or circumstance occurring, as well as the magnitude or impact of its possible consequences, taking into account the vulnerability that exists. in such circumstances.

Authority(ies): The government entities of each country that have powers in matters of Prevention or Prosecution of Money Laundering and Financing of Terrorism.

AV: Vulnerable Activities. They refer to activities through which national legislation has provided for a greater degree of risk of being used for Money Laundering.

Notices or Reports: Communication that the Company must present based on a legal mandate before an Authority, or before Management under this Policy.

Beneficial/Ultimate Beneficiary: The natural person who ultimately owns or controls the proceeds of profits and executive decisions over a Client and/or the natural person on whose behalf the transaction is made. Also, it includes people who exercise final effective control over a legal entity or legal agreement.

Client or User: Any natural or legal person who enters into acts or operations with the Company with the purpose of acquiring a product or service offered or marketed by it.

Contract: Agreement between two or more people to create, transmit, modify or extinguish rights and obligations.

Due Diligence: Background investigation of a company or individual, before or after establishing business relationships and/or signing a Contract, in order to identify potential legal, operational, contagion or reputational risks.

Reporting of Irregularities: Reporting in good faith and with reasonable grounds, through which possible anomalies that occur within Chariklo or any of its divisions are reported confidentially, and without retaliation.

Diagnostic Report: It is the document by which it is determined whether any of the activities carried out by the Company is subject to any special regime by the applicable laws regarding the Prevention of Money Laundering and Terrorist Financing. Where applicable, the degree of compliance and in general the evaluation and qualification of the risk that a Company may be used for Money/Asset Laundering or Terrorist Financing.

Employee(s): Any person or persons who are employed under an individual or collective bargaining agreement by Chariklo or any of its Divisions.

Concealment: Conduct that prevents or makes it difficult to discover criminal or illicit activity.

Risk Assessment: It is the process of identifying and analyzing risks relevant to the achievement of the Company’s objectives, to prevent their realization, or to determine an appropriate response if the risk has materialized.

Financing of Terrorism: Transfer of resources or provision of services to be used for the commission of terrorist acts.

Money Laundering: i) The conversion or transfer of assets with the purpose of hiding or disguising the origin of the illicit property thereof or helping any person involved in the commission of a crime to avoid the legal consequences of their actions; ii) The concealment or dissimulation of the true nature, origin, location, disposition, movement or ownership of goods or the legitimate right to them.

Management: It is the area of Chariklo responsible for establishing an Integrity and Compliance Program that includes adequate and effective control, surveillance and audit policies and systems, and that constantly and periodically examines compliance with integrity standards throughout the organization. info@chariklo.net .

Policy: It is the declaration of general principles that the Company undertakes to comply with, which is why it is of general application to Employees, managers, directors and shareholders.

Procedure: Document that defines a specific way of carrying out a process or activity, describing the entire process from start to finish.

Risk: Probability of a negative event occurring and the effect or impact of such event, the existence of which represents a threat (source of danger) and vulnerability of the Company to its effects.

Subsidiary: any entity that is under the control of Chariklo.

Third party(s): Distributors, representatives, advisors, business partners, agents, intermediaries, clients, contractors, managers, lobbyists, consultants or suppliers who are part of Chariklo’s value chain or who represent the Company during an interaction with another Third, a Government or Public Servants. Included are civil society organizations and educational, charitable, cultural or sports institutions with which the Company wishes to make a Donation.

General guidelines

“Money Laundering” is a crime that consists of hiding the illicit origin of goods and resources obtained through illegal activities. and the effects of carrying out this criminal action harm the economy, companies and ultimately people like us.

Through this criminal phenomenon, crimes such as corruption, fraud, tax evasion, counterfeiting, smuggling, piracy and others that are also very serious and affect personal safety are financed and therefore encouraged and increased. such as drug trafficking, kidnapping, arms trafficking and many more. Therefore, the fight against “Money Laundering” slows down the economic circle of the development of criminal activities, weakens organized crime and strengthens the economy in general.

For its part, “Financing of Terrorism” is also a crime 5 that involves the provision of goods or support to people or organizations to carry out operational or logistical actions or actions that have the objective of instilling fear or terror in a specific population. .

For these reasons, in the international order, countries have been asked to enact laws that encourage companies to create methodologies and controls whose effect is the “Prevention” of the crimes of “Money Laundering and Financing of Terrorism.” To make the specific regulations effective, very severe legal consequences have been imposed, ranging from the imposition of years in prison for individuals who carry them out, to criminal liability for companies, as well as fines and confiscations.

Therefore, it is essential that Chariklo and its Divisions adopt a Money Laundering and Terrorist Financing Prevention Policy, to identify possible vulnerabilities against Money Laundering and Terrorist Financing and thus implement appropriate actions to control and mitigate the Risks.

Risk Based Approach Analysis

The Company must effectively design and implement a Risk-Based Approach Analysis regarding Money Laundering or Terrorist Financing, which identifies the activities it actually carries out, relating them to the degree of risk to which it is exposed, derived of the products, services, customers, countries, geographic areas, distribution channels or technologies with which it operates. The respective analysis must have at least the following documents:

Diagnostic Report

The Company must have a Diagnostic Report that is carried out jointly between Management and the Subsidiary Compliance Officer to identify the activities it actually carries out and be able to determine the degree of vulnerability it presents in terms of Prevention of Money Laundering and Terrorist Financing. .

The result of this procedure must culminate in a document called “PLD-FT Diagnostic Report”.

This Diagnostic Report must determine whether any of the activities carried out by the Company are subject to any special regime by the applicable local laws regarding the Prevention of Money Laundering and Terrorist Financing.

Risk Matrix

The Company must have a Risk Matrix regarding the Prevention of Money Laundering and Financing of Terrorism, which is carried out jointly between Management and Subsidiary Management, which is called “MLD-FT Risk Matrix”.

This matrix must have the purpose of providing a vision of the Risks that affect the Company, the possibility and impact of these events occurring, the mitigation actions implemented, the evaluation of their effectiveness and, where appropriate, the determination and monitoring of improvements in mitigation actions for better control in Risk management.

Procedures manual

In order to prevent and detect acts, omissions or operations that could favor, provide assistance or cooperation to Money Laundering and/or Financing of Terrorism, the Divisions must prepare an operations manual that contains the necessary criteria, measures and internal procedures. for this purpose. Said manual must be approved and authorized by Management and will include, at least, the following policies and procedures:

Identification and Knowledge of the Third Party

Depending on the degree of vulnerability determined in the AML-FT Diagnostic Report, the applicable legislation and, where applicable, the special regime to which it is subject by regulation, the Company must have and effectively implement a Policy and Procedure documented through which the Third Parties are identified and a transactional profile of them is prepared, as well as their consequences in the event of non-compliance.

These documents must establish the requirements to fully and efficiently identify the Third Parties with whom the Company interacts and provide the necessary follow-up in order to detect unusual activities that must be reported and, where applicable, the final Beneficiary of the commercial relationship. .

Likewise, to ensure that the Company is not used to carry out Money Laundering and Terrorist Financing operations, adequate procedures must be established to allow due diligence on its suppliers and partners. commercial with the objective of detecting any activity or operation contrary to the laws and, where appropriate, terminating the commercial relationship.

The level of detail of both the Policy and the Procedure will be determined by the classification of the activity carried out by the Company, the applicable local legislation, where applicable, the special regime to which it is subject and the Diagnostic Report authorized by the Management.

Preparation and Maintenance of Files and Records

Depending on the degree of vulnerability determined in the PLD-FT Diagnostic Report, the applicable legislation and, where applicable, the special regime to which it is subject by regulation, the Company must guard, protect, safeguard and avoid the destruction or concealment of the information and documentation supporting the performance of specific operations, as well as that which identifies its Clients, Users, suppliers and business partners.

For the purposes described in the previous paragraph, the Company must have and effectively implement a Documented Policy and Procedure that specifies:

  • The obligation to generate and integrate, in an effective and efficient manner, the identification files of Third Parties (distributors, representatives, advisors, business partners, agents, intermediaries, clients, contractors, managers, lobbyists, consultants or suppliers);
  • The information, data or documents that the files must contain;
  • The frequency of updating the information contained in the files;
  • The way in which the information contained in the files must be integrated;
  • The methodology to preserve, classify and, where appropriate, reserve confidential information in an effective and efficient manner;
  • The methodology to guarantee the integrity, availability, auditability and confidentiality of the information;
  • Those responsible for the integration and safeguarding of the files;
  • The period of safeguarding the files;
  • The methodology for access to files; and
  • The methodology for the exchange of internal information, in which the exchange of information between the Divisions, as well as their internal areas and the provision of information on clients and relevant activities, is coordinated, with the purpose of identifying, monitoring and investigating anomalous operations or suspicious.

Likewise, in the Merit Procedure, the Company must clearly establish the consequences if it fails to comply with the numbered procedures.

The level of detail of both the Policy and the Procedure will be determined by the classification of the activity carried out by the Company, the applicable local legislation, if applicable, the special regime to which it is subject and the Diagnostic Report that has the authorization of Management.

Blacklist Verification

Depending on the degree of vulnerability determined in the AML-FT Diagnostic Report, the applicable legislation and, where applicable, the special regime to which it is subject by regulation, the Company must have and effectively implement a Documented Policy and Procedure. which identify the blacklists (national and international) that are subject to verification, the frequency of their review and the key objectives of the review, as well as their consequences in case of non-compliance.

Key review objectives should be understood as Customers, Users, suppliers, business operating partners, shareholders and senior management of the Company.

In the event that a key objective is indicated on any of the aforementioned blacklists, national or international, it must result in the immediate suspension of any relationship or the performance of any act, activity, operation or service related to the person. identified in these lists.

The level of detail of the Policy, as well as the Procedure, will be determined by the classification of the activity carried out by the Company, the applicable local legislation, where applicable, the special regime to which it is subject and the Diagnostic Report authorized by Management.

Cash Use Restriction

Depending on the degree of vulnerability determined in the AML-FT Diagnostic Report, the applicable legislation and, where applicable, the special regime to which it is subject by regulation, the Company must have and effectively implement a Documented Policy and Procedure. through which limits are established on the use of cash to settle or pay, as well as to accept the settlement or payment of acts or operations with Third Parties, as well as their consequences in the event of non-compliance.

In this sense, the Company must establish in its Policies and principles the need to prioritize payment or collection of the operations or activities it carries out through financial institutions legally established in their countries of origin.

The level of detail of both the Policy and the Procedure will be determined by the classification of the activity, the applicable local legislation, where applicable, the special regime to which it is subject and the Diagnostic Report that has the authorization of the Management.

Presentation of Notices / Internal Reports

Depending on the degree of vulnerability, the applicable legislation determined in the PLD-FT Diagnostic Report and, where applicable, the applicable special regime, the Company must have and effectively implement a Documented Policy and Procedure through which:

  • The types of Notices / Reports regarding the Prevention of Money Laundering and Financing of Terrorism are established and clearly explained. Both internal and external;
  • External Notices or Reports are understood to be those that, by some legal provision of a country, are required to be transmitted to a specific Authority;
  • It is understood that internal Notices or Reports are those that are identified in the Policy and Procedure that are prepared in this regard. Regardless of the Internal Notices or Reports that the Company considers relevant, it must be ensured that at least there are:
  • 24-hour Internal Notices or Reports. These are those in which the Subsidiary Compliance Officer observes some activity or operation related to a Third Party that may update any of the risks provided for in the PLD-FT Risk Matrix.
  • Worrying Internal Notices or Reports. These are those in which the Subsidiary Compliance Officer observes some activity or change in behavior or transactional profile in a member of the Company, employee, manager or shareholder.
  • The methodology that must be followed to present the corresponding Notices or Reports;
  • The frequency with which they must be presented;
  • The person responsible for its presentation; and
  • The generation of compliance statistics and their communication to Management.

The level of detail of both the Policy and the Procedure will be determined by the classification of the activity, the applicable local legislation, where applicable, the special regime to which it is subject and the Diagnostic Report authorized by Management.

Determination of Internal Prevention Structures

The Company must clearly establish the internal structure with which it will comply with the obligations regarding the Prevention of Money Laundering and Financing of Terrorism, in accordance with the provisions of the specific legislation applicable, where applicable, the special regime for that is subject to regulation and the Diagnostic Opinion that has the authorization of Management establishing the specific obligations and their specific basis.

Regardless of the above, the Company must:

  • Appoint at least the Subsidiary Compliance Officer who is given the responsibilities for compliance with the obligations regarding Prevention of Money Laundering and Money Laundering, contained in this Policy;
  • Designate Management as the coordinating body of the Company’s Policies regarding the Prevention of Money Laundering and Financing of Terrorism.

Training and Dissemination Programs

The Company, together with Management, must develop and effectively apply two programs: one for “Training” and another for “Dissemination” on the Prevention of Money Laundering and Financing of Terrorism.

Training program

The Company must develop and implement an effective differentiated training program on the Prevention of Money Laundering and Financing of Terrorism, depending on the recipient of the training and the legislation that is applicable, which must be authorized by Management.

In this sense, the Training Program must be designed at least for the following:

  • Internal staff
    • High direction;
    • Internal Structures; and
    • Employees in general.
  • External staff
    • Business partners or third parties.

Dissemination Program

The Company must develop and implement a Dissemination program , aimed at the general public, regarding the Prevention of Money Laundering and Financing of Terrorism, which must be authorized by Management.

In this sense, the Dissemination program must include at least the following items:

  • Reiterate the commitment of all members of the Company to the Prevention of Money Laundering and Financing of Terrorism;
  • The existence of this Policy and the consequences of non-compliance;
  • The existence of applicable legislation and the consequences of non-compliance;
  • News that reinforces awareness of the topic; and
  • Communication mechanisms with Management and Subsidiary Management.

Prohibition of Activities Preceding Money Laundering

When analyzing the phenomenon of Money Laundering, a consensus has been reached to point out that although Money Laundering is an autonomous crime, it is determined by preceding crimes, which are those that generate the financial flow that will later be subject to a “bleaching or washing” process.

Indeed, for an adequate understanding of the threat to which an organization is subject of being used for Money Laundering, it is necessary to know the environment in which the preceding crimes are committed and the illicit profits are generated, which will be the resources that will be subject to Money Laundering, as expressed by GAFILAT in the document “ANALYSIS OF REGIONAL THREATS REGARDING MONEY LAUNDERING.” ASSETS” in which it is literally stated 7 :

“ 45. One of the main characteristics of ML threats is the fact that their materialization may result in benefits that can be legitimized. Along these lines, a series of crimes can be identified that are committed with some relevance in the region and that allow those who carry them out to obtain a significant amount that can be subject to ML, both inside and outside it. We must not forget that the very concept of ML, despite its nature as an autonomous crime, implies the prior commission of another crime (precedent or base crime) from which an economic return is derived that, for its enjoyment, needs to be legitimized. ”

In the same document, GAFILAT determined the following threats regarding Money Laundering:

  • Trafficking in persons for the purpose of sexual abuse;
  • Region affected by all phases of drug trafficking;
  • Existence of organized crime established in different areas of the region;
  • public corruption;
  • Illegal trafficking of human beings (migrants);
  • Smuggling of counterfeit goods and products; and
  • Tax crimes.

In this order of ideas, it is noted that Chariklo and its Divisions have a policy of avoiding carrying out or maintaining relationships with companies that have links to the activities indicated above, with special interest in tax crimes.

In this sense, Chariklo and its Divisions are committed to avoiding tax evasion, as well as the firm determination to comply with tax obligations regardless of the country in which it is generated. This commitment is specifically understood in carrying out the following specific activities:

  • Unrestricted adherence to the Code of Ethics and other policies issued by Chariklo; to International Conventions and Treaties on tax matters and the fight against corruption and prevention of Money Laundering; the Tax Code of the United States of America; with applicable financial reporting standards; and to the national and local laws applicable in each of the countries where commercial operations are carried out.
  • Always conduct oneself with truthfulness and transparency in accounting books and records.
  • Prohibition on carrying out irregular operations to obtain an undue tax benefit.
  • Promote business practices with companies that maintain a good reputation in tax matters, avoid commercial relationships with those for which there is not sufficient and verified information, and do not interact with companies whose bad reputation in tax matters is known or should be known. , national or international.
  • Carry out or allow internal or external audits to be carried out, in which compliance with the applicable legal framework in tax matters is verified.

Likewise, Chariklo and its Divisions undertake to refrain from using illegal profits in countries classified as tax havens 8 for tax planning purposes, as well as not to create companies in countries considered tax havens.

In the event that due to business operations an acquisition of a company that prior to the purchase had Divisions in countries classified as tax havens is justified, the commitment is the liquidation or sale of these in order to comply with the intention of the strict Compliance with the tax regulations of the countries where commercial operations are carried out.

The above is verifiable because Chariklo and its Divisions develop and maintain a transparent, traceable and truthful fiscal framework, complying with all fiscal requirements in a precise and timely manner.

Supervision and Verification of Compliance with the Policy

Management and Internal Audit are responsible for supervising, monitoring and, where appropriate, auditing due compliance with the provisions indicated in this Policy and must periodically evaluate its effectiveness.

Management is also responsible for periodically evaluating its Integrity and Compliance Program, which includes, among others, a series of measures that aim to prevent acts of Corruption. Likewise, it is responsible for providing guidance to Employees regarding this Policy, through the email info@chariklo.net . jointly with immediate superiors.

If it is necessary to carry out audits, these will be carried out periodically and randomly in the different areas of the Company.

All Company Employees must be committed to supporting and collaborating with the work teams in charge of carrying out said audits without hindering or obstructing the audit processes and without providing false or incorrect information.

Remember that it is everyone’s obligation to comply with and enforce this Policy and report any act that goes against it to info@chariklo.net 

Training and Dissemination

For us it is very important to understand and put into practice what is described in this Policy and in order to promote a culture of transparency, ethics and values, Chariklo offers its Employees and Third Parties, online or in-person courses, which will be announced through the official means of communication of the Company in order to train them so that they can understand the concepts, scope, situations, as well as expose concerns that may occur in the day-to-day work of our work.

It is the responsibility of all of us who work at Chariklo or its Divisions to attend the assigned sessions, comply with the times and with the requested evaluations.

Cooperation and Coordination

Management is responsible for generating and standardizing, to the extent possible, this Policy with respect to the Divisions. However, the Divisions are responsible for complying with the applicable legal obligations before the Authorities of each country.

Therefore, the Divisions must have an internal regulatory compliance procedure considering the specific obligations of each country in matters of Prevention of Money Laundering and Financing of Terrorism, authorized by Management, considering the specific risks and obligations of each country.

Likewise, the Divisions must ensure that they have effective mechanisms that allow them to cooperate and, when appropriate, establish internal coordination among themselves in the development and implementation of Policies and activities to Prevent Money Laundering and the Financing of Terrorism. .

Sanctions

The sanctions for non-compliance with this Policy, both for Employees and Third Parties, may be of an administrative, labor or even criminal nature, depending on the seriousness of the act, and will be sanctioned in accordance with the internal work regulations and/or the applicable legislation.

Within Chariklo, the Ethics Committee of each Subsidiary will be the last instance in determining the sanction in case of non-compliance with this Policy, without prejudice to the fact that said non-compliance may be additionally sanctioned by applicable legislation and competent authorities.

Complaint Portal

You, as well as each of the Chariklo Employees and Third Parties, have the right and obligation to report directly to our superior, to Management or through the Complaint Portal, any conduct that violates this Policy or any law. , regulations, applicable internal policy or procedure and in general any unethical conduct.

Likewise, it is our duty to cooperate with any internal or external investigation and maintain its confidentiality. Employees who make a false or malicious report could be subject to disciplinary sanctions.

Remember that failure to report a serious ethical breach may have disciplinary consequences for you, as you could be covering up an unethical act or crime. Anonymous complaints may be submitted if the complainant so wishes, however, it is recommended to leave a contact person to follow up on the investigation.

Likewise, it is important to make it clear that no provision in this Policy will be understood as an obstacle for people to directly file complaints with the competent authorities. In such cases, it is recommended to notify our Legal Department and/or Management so that, if necessary, they can assist with the corresponding authorities.

All complaints will be supervised by Chariklo Management, who in turn reports to the Audit and Corporate Practices Committee of Chariklo.

Management is the entity in charge of supervising and operating the complaint email, and will send the corresponding complaints to the Ethics Committees of each subsidiary for proper investigation.

Questions and Comments

If you have any questions related to this Policy or any comments or suggestions, please write to us at info@chariklo.net .