Rock and fluid analysis services in the laboratory and at the wellsite
Petricore Limited and its controlled affiliates or subsidiaries (collectively referred to as “Petricore” or the “Company”), are committed to conducting all aspects of their business in compliance with the highest legal and ethical standards of business, and expect all employees and other third parties acting on their behalf to uphold this commitment. In accordance with this commitment, the Company has adopted this Anti-Corruption Policy (the “Policy”), applicable to all its directors, managers, collaborators, agents, representatives and other third parties related to the Company (collectively “Company Personnel” or “Personnel”).
The Company does not tolerate bribery, kickbacks, facilitating payments or corruption of any kind, either directly or through third parties, whether or not explicitly prohibited by this Policy or by law. Company Personnel are not permitted to give or offer anything of value (including gifts, hospitality, or entertainment) to anyone for the purpose of improperly obtaining or retaining a business advantage. Similarly, Company Personnel may not solicit or accept such improper payments.
This policy is designed not only to help employees perform their duties knowing and complying with the highest ethical standards, applicable laws, and regulations. Also, Petricore seeks to develop a culture of compliance and ethical behavior in all its Personnel, so that when making decisions they may be able to recognize those behaviors that affect Petricore and its reputation and act accordingly.
This Policy and the internal controls herein have been designed to prevent bribery or any other kind of corruption from occurring, avoid the appearance of wrongdoing and enable the Company to respond promptly and effectively to any inquiries about its conduct. Company employees who violate this Policy may be subject to disciplinary action, up to and including termination, in accordance with applicable law or the relevant corporate policy.
Failure by Company Personnel to comply with this Policy may expose Petricore to a contingency, actual or potential, putting its operations and reputation at serious risk. All Company Personnel must be informed and aware that failure to comply with this Policy, or applicable law, as the case may be (the "Applicable Regulations") may entail the individual application of civil and criminal sanctions, with negative economic effects and possible prison sentences.
Petricore Personnel shall carry out their activities in full compliance with this Policy and all Applicable Anti-Corruption Regulations, including, but not limited to, the United Kingdom Anti- Bribery Act (“UK Bribery Act”) and the United States Foreign Corrupt Practices Act (Foreign corrupted Practices Act or “FCPA”).
By virtue of the foregoing, this Policy prohibits each and every one of its Personnel, the following:
Bribery is a type of corruption, it is an advantage that is offered, delivered, authorized, requested, or received as an incentive or reward to commit an illegal, unethical action or involving a breach of trust.
Petricore, and the members of its Personnel, are prohibited from paying any type of Bribe, either directly or indirectly, through the participation of third parties, to any Authority or individual, including, but not limited to, clients or potential clients, Public Officials, political parties, associations or political groupings of any kind, politicians or candidates for political office, or intermediaries of any kind, such as agents, lawyers, consultants or accountants.
The foregoing, with the purpose of illegally influencing decision-making or the execution of acts with or between them, as well as obtaining advantages in favor of Petricore for any business.
The following are examples that are listed, but are not limited to, acts or omissions that could be considered a Bribe under this Policy:
Petricore Personnel are likewise prohibited from providing or receiving gifts, meals, entertainment activities or any goods of value from any person or entity in connection with the company's business, unless provided or received in accordance with this Policy or Petricore's Code of Ethics and Conduct.
In Petricore we are committed to prohibit and denounce any type of extortion, which we consider as the demand for a bribe or payment, accompanied or not by a threat to the refusal to provide what is demanded.
Petricore Personnel will reject any direct or indirect request for extortion. However, in any case of presence or even presumption of extortion, the Personnel must immediately notify the Human Resources and Legal Departments through the email: email@example.com.
Petricore conducts fair and transparent contracting processes, so all its Personnel must ensure that all transactions are documented, authorized, and recorded in accordance with this Policy and Applicable Regulations.
Any purchasing and contracting decision should be based on the best expected value, considering the merits of price, quality, performance, competence, compliance, and adequacy (including sustainability criteria). Company Personnel are prohibited from soliciting or accepting any financial or other advantage, as an incentive or reward for their performance in connection with purchasing or hiring decisions.
Petricore competes and wins business opportunities through the quality of its Personnel and services, and never through the delivery of gifts.
The delivery of gifts to Public Officials or third parties, who have the power to decide or influence the commercial activities of Petricore, is generally prohibited, unless the gifts are items bearing the Petricore brand, or that have a nominal value or, where appropriate, that the gifts comply with the following provisions:
These provisions apply even if the Company's Personnel do not seek reimbursement of expenses, i.e., someone paying out of their own pocket these expenses for gifts to third parties, does not exempt them from having to comply with this Policy.
Company Personnel must not accept any gifts, gratuities, or other favors, or allow any member of their immediate family to do so, from any customer, supplier or other third party doing or purporting to do business with the Company, except for gifts having a nominal value. Any gift that has no face value will have to be returned immediately to its sender, leaving a record of its return to the Human Resources Department. If the immediate return of the gift is not possible, it must be delivered to the Human Resources Department for a raffle among Petricore’s Personnel or charitable donation, as appropriate. The Human Resources Department must keep a record of those gifts that have been returned, as well as those that could not be returned immediately, including an accurate description of said gifts.
The Company's Personnel who receive invitations to attend conferences, workshops, symposia, presentations, forums or public events organized and sponsored by third parties that are related to the activities carried out by the Company, will not be considered for the purposes of this Policy as a gift, provided that said invitation is not intended to unduly influence the decisions of the recipient or create a commercial obligation or could be perceived as an attempt to unduly influence such decisions or create such an obligation or, where appropriate, create a potential conflict of interest.
Common sense and moderation should prevail in business meals and entertainment, and the payment of travel and lodging expenses engaged in on behalf of the Company.
Petricore Personnel should generally provide or accept business meals, entertainment or travel and accommodations to or from any person who maintains a business or commercial relationship with the Company, only if these types of expenses are infrequent, modest, not contravene legal or administrative provisions that regulate public service, when applicable, and are intended to meet legitimate commercial objectives.
Meals, entertainment, and travel should never be offered or accepted as a means of influencing any person’s business decision. Each should only be offered or accepted if it is appropriate, reasonable for promotional purposes, offered or accepted in the normal course of an existing business relationship, and if the primary subject of discussion or purpose is business. The appropriateness of a particular type of meal, entertainment and travel depends upon both the reasonableness of the expense and on the type of activity involved. This is determined based on whether or not the expenditure is sensible and proportionate to the nature of the individual involved. Adult entertainment is strictly prohibited. Meals, entertainment, and travel expenses may not be made for Public Officials who have the power to decide or influence the commercial activities of the Company, without the written approval of the CEO of Petricore, prior consultation and recommendation of the Human Resources (HR) and Legal Departments of the Company.
For all meals, entertainment and travel, the refund request shall identify the total number of attendees and their names, as well as the employer and job titles (to the extent possible). All expense reimbursements shall be supported by receipts, and expenditures and approvals shall be accurately and completely recorded in the Company's records in accordance with Petricore's internal expense policy.
These provisions apply even if the Company's Personnel do not seek reimbursement of expenses, i.e., having someone pay these expenses out of their own pocket does not exempt them from having to comply with this Policy.
Any expenses incurred for meals, entertainment, or travel, offered or accepted by a third party, that are not consistent with the requirements described above, shall have the written approval of Petricore's CEO and Finance Department, after consultation and recommendation of the Human Resources (HR) and Legal Department.
Meals, entertainment, and travel provided in business relationships in which Company Personnel are not present shall be considered absolutely exceptional gifts, and such shall be expressly approved by Petricore's CEO and the Finance Department, upon consultation and recommendation with the Company's Human Resources and Legal Departments and shall be subject to the rules and requirements for gifts specified in this Policy. In case of doubt about any of the requirements described above, the Company's Personnel should send their inquiry through the following email address: firstname.lastname@example.org.
This Policy prohibits the hiring of a Public Official, a business partner of the Company or their family members, for the purpose of obtaining an undue advantage or reward, or influencing a decision in favor of the Company.
In the event that the Company interviews a candidate who has a relationship with a Public Official or business partner, the Human Resources and Legal Departments shall be notified of the candidate's relationship with the Public Official or the Company's business partner, and any offer of employment must have the prior written approval of Petricore's CEO.
The Human Resources and Legal Departments will evaluate the candidacy based on the following criteria, and will document in writing the reasons for their decision:
The Company allows reasonable donations to charitable organizations, as well as those that are related to our clients' social responsibility programs that are intended to promote sustainable community development. However, Petricore is aware of the risk involved in improperly making donations and sponsorships that may be construed as mechanisms to make payments or contributions for the improper purpose of obtaining or retaining business or to obtain an improper business advantage.
In this regard, the Company shall ensure that donations do not disguise illegal payments to Public Officials or any Authority in violation of this Policy. In the same way, the Company and its Personnel shall also ensure that the act of social or environmental benefit in question does not act as a conduit to finance illegal activities in violation of the law against money laundering or terrorism financing and other Applicable Regulations, and that such donation is made in accordance with this Policy.
The Company Personnel who is considering carrying out a donation or a sponsorship activity should consult the Human Resources and Legal Departments if there is any concern or doubt about its suitability. In the event that the charitable donation or contribution is related to a Public Official or Authority, it must be made with the prior approval of the Human Resources and Legal Departments.
In the events where there is a greater risk of corruption, the Legal Department may request that a due diligence process be carried out.
On the other hand, it is strictly prohibited to make any payment, donation, or contribution in favor of a politician, a political party, an association, or group for political purposes directly or indirectly by Company Personnel, with the purpose of generating a benefit to the Company.
This Policy does not prohibit or limit Company Personnel from making voluntary and personal political contributions, from participating in the political process on their own time and at their own expense, and from expressing their personal views on legislative or political matters, or personally involving in political activities.
Anti-corruption laws prohibit indirect payments, including those made through a third party, while knowing or having reason to believe that the payment or a portion of the payment will be given to a Public Official for an improper purpose. Therefore, Company Personnel should avoid situations involving third parties that might lead to a violation of this Policy.
In those circumstances where relationships with third parties are necessary for the professional field, Company Personnel shall choose their agents, consultants, partners, suppliers, or representatives with due diligence in accordance with established internal Petricore policies and Applicable Regulations. Company Personnel shall carry out the due diligence process in accordance with Petricore's internal policies and applicable procedures.
In relation to possible commercial transactions – e.g., a collaboration agreement, alliance, joint venture, provision of services or other significant commercial relationships – the Legal Department shall ensure, to the extent possible, that Anti-Corruption due diligence controls are being applied and that Anti-Corruption compliance controls are implemented post-transaction. The Anti-Corruption compliance controls that may be applied include, but are not limited to: i) the application of due diligence and filling out the form Know Your Client (KYC), ii) the inclusion of Anti-Corruption compliance provisions in the corresponding contract to be entered into with the third party, iii) the written statement of the third party that they are aware of our Policy and that they have not and will not infringe it, as well as the Applicable Regulations during the course of the business with the Company, iv) the supervision of the services provided and the consideration paid to the third party during the contractual relationship, and v) through audits.
In addition, once a third party is engaged, Company Personnel who deal with third parties must always be aware of potential red flags. Red flags are certain actions or facts which should alert a company that there is a high possibility of improper conduct by a third party. A red flag does not mean that something illegal has happened, but rather that further investigation is necessary. Red flags are highly fact-dependent, but some examples of red flags are:
Personnel and companies that form part of Petricore shall not establish a relationship with a third party until they have submitted the duly completed third party KYC form to the Legal Department. The due diligence procedure and the KYC form will be available in the Comprehensive Management System, and may be updated or modified from time to time by the Legal Department.
This Policy requires all expenses incurred by the Company to be reflected in its financial records, and that all payments made with Company funds, or on behalf of the Company, have been property authorized.
Company Personnel must follow all applicable standards, principles, laws, and practices for accounting and financial reporting. In particular, Company Personnel should ensure that no part of any payment is to be made for any purpose other than that to be fully and accurately described in the Company’s books and records. Company Personnel should use best efforts to ensure that all transactions, dispositions, and payments involving Company funds or assets are properly and accurately recorded in the Company’s financial records.
No undisclosed or unrecorded accounts are to be established for any purpose. False or artificial entries are not to be made in the Company’s books and records for any reason. Finally, personal funds must not be used to accomplish what is otherwise prohibited by this Policy. The company will conduct periodic audits of its books and records to monitor compliance with this Policy.
The training and dissemination of the Applicable Regulations and this Policy will be carried out through the training plan that includes, at least, the following (hereinafter, the "Training Plan"):
The purpose of the Training Plan is to inform Petricore employees, officers and directors about this Policy and other Applicable Regulations, including any that may be developed by Petricore, and to train its Personnel, through courses, so that they have the tools to prevent Petricore from incurring in corruption and/or bribery practices.
To comply with the objective of preventing and detecting acts, omissions, facts, or operations that favor or could favor, in any way, the practice of corruption and bribery crimes by Petricore and the Personnel, Petricore will implement internal controls and compliance programs, with the explicit and visible support and commitment of the Board of Directors and managers, with the following characteristics:
The Company takes its commitment to Anti-corruption compliance very seriously and expects all Company Personnel to share that commitment. Therefore, the Company requires that all Company Personnel who have knowledge or reason to suspect any violation of this Policy or the Applicable Regulations, contact the Human Resources and Legal Departments immediately through the email address email@example.com. If any member of the Company's Personnel fails to report known or suspected violations, they may be subject to disciplinary action, which may include termination of employment. The Company is firmly committed to the principle of non-retaliation against any member of the Company's Personnel for having reported, honestly and in good faith, a violation or suspected violation of applicable Anti-corruption law or regulations or this Policy.
For the purpose of the comprehensive complaints system, there will be an Investigative Committee integrated in accordance with the procedure for dealing with complaints.
Any complaint will be duly followed up, in accordance with the following: