Effective date: October, 12 2017

DIAVAZ
and affiliated companies

Comprehensive Anti-Corruption Policy

Diavaz and its affiliated companies (collectively referred to as “Diavaz”) are committed to ethical and legal conduct in all activities and businesses we perform. To maintain our reputation for honesty and integrity and to comply with the law, Diavaz refrains from performing any conduct that could corrupt our relationships with vendors, customers, government officials or others. Our directors and employees are unable to offer or provide anything of value, or other financial benefits, directly or indirectly, to any individual under circumstances that may induce the person to perform dishonest, unethical or illegal actions. Nor can we request or accept anything of value, or other financial benefits, directly or indirectly, from any person under circumstances that may represent a conflict of interest or seem to be a malfeasance induction on our behalf. In addition, we seek that all contractors, consultants, agents, brokers, freight forwarders and any other external third party, act on behalf of Diavaz around the world (“Representatives”) under the same standards in which we operate.

Increasingly, Mexico and more nations have laws that criminalize corrupt acts. These laws include the Federal Criminal Code and the General Law of Administrative Responsibilities of the National Anti-Corruption System, as well as the Criminal Codes of each Mexican state (31 in total) and the Mexico City (Federal) Criminal Code (collectively referred to as “Mexican Anti-Corruption Laws”), the US Foreign Corrupt Practices Act and other international anticorruption laws (collectively referred to as “Laws”). The FCPA is relevant regardless of whether Diavaz’s business is performed mainly in Mexico, as the FCPA can still apply in situations of slight connection with the United States. In addition, foreign companies with which Diavaz conducts business may be subject to the FCPA, and therefore, expect Diavaz to comply with the law requirements.

The Diavaz’s Comprehensive Anticorruption Policy (the “Policy”) provides information on the Laws and describes the manners in which Diavaz, its directors, employees, and Representatives are bound by them. Due to the complexity of Laws, no director, employee or Representative should determine how the Laws apply to a particular situation without first consulting the Diavaz’s Legal Manager (“Legal Manager”).

Non-compliance of the Laws could create negative advertising for Diavaz, which in turn could damage relations with stakeholders. Furthermore, violations of the Laws could have a serious impact on both Diavaz and the people involved, including civil or criminal penalties such as fines or prison sentences. Diavaz may request the resignation of any director who has breached any provision or terminate the employment relationship of any perpetrator employee, or terminate the contract or partnership with the offending Representative. Diavaz could retrieve any compensation paid to the offending Representative.

I. The Laws Behind This Policy

This Policy applies, on a global scale, to Diavaz and its affiliated companies, their directors, employees (including officers) and Representatives. Specifically, any person acting on behalf of Diavaz, as well as Diavaz itself, might be subject to the Mexican Anti-Corruption Laws. This Policy obliges directors, employees and Representatives to comply with all Laws, including those described below.

A. Mexican Anti-Corruption Laws. Among other things, these laws prohibit:

1. Engage in Bribery. – Promise, offer, or deliver any unjustified benefit to one or more Public Officers, directly or through third parties, in exchange for them performing or refraining from performing an act related to their functions or those of another public officer, or taking advantage of their real or alleged influence, in an attempt of obtaining or maintaining a benefit or advantage, for themselves or for a third party, regardless of the approval or receipt of the obtained benefit or result.
2. Unlawful Involvement in Administrative Procedures. – Perform and participate in acts or omissions, regardless if they are federal, local or municipal. However, by provision of law or decision from a competent authority, they are disabled or suspended from them.
   Also speak on their own behalf, but in the interest of a third party who is disabled or suspended to participate in federal, local or municipal administrative procedures, in order to obtain, totally or partially, the benefits derived from such procedures. Both individuals will be sanctioned in terms of the Law.
3. Insider Trading to Induce Authority. – The individual who uses his or her influence, economic or political power, real or fictitious, on any public officer, in order to obtain a benefit or advantage for a third party, or to cause harm to any person or public service, regardless of the Public Officer or Officers’ acceptance or the obtained result.
4. False Information Usage. – Provide false or altered documentation or information, or simulate compliance with the requirements or rules established in the administrative procedures, in order to obtain an authorization, advantage, benefit, or to damage any individual.
   Furthermore, an individual who, having information related to an investigation of an Administrative Offence, provides false information, deliberately and unjustifiably, delays the delivery of such information, or does not respond in any way to the requests or resolutions of the investigation, substantive or resolving authorities, as long as those enforcement measures have been previously imposed in accordance with the applicable provisions, shall incur in obstruction of the faculties of the investigation.
5. Collusion. – In the area of public contracts, perform with one or more particular subjects, actions that imply or have as their object or effect to obtain an undue benefit or advantage in public contracts of federal, local or municipal character. Collusion will also be considered when individuals agree or celebrate contracts, agreements, arrangements or combinations between competitors, whose object or effect is to obtain an undue benefit or cause harm to the Public Finance or to the assets of public authorities.
6. Unlawful Use of Public Resources. – Perform acts by which take possession, misuses or deviates from the object that is being covered by the public resources, whether if they are material, human or financial, for any circumstance that handles, receives, manages or has access to these resources.
7. Unlawful Recruitment of Former Public Officers. – Hiring any individual who has been a public officer in the year prior, who has privileged information that he or she has directly acquired as a result of his or her employment, position or commission in the public service, and directly allows the contractor to benefit from the market or be placed in an advantageous situation compared to its competitors. In such a case, the former public officer that was hired will also be sanctioned.

B. The FCPA. The FCPA forbidden:

1. Offering or giving anything of value, including gifts or services.
2. Directly or indirectly.
3. To a non-United States Official, a non-United States political party or an Official or Candidate of that party, to an Official or employee of a public international organization (collectively referred to as an “Official”) or any individual with the knowledge that anything of value will be delivered to an Official.
4. With the intention of: influencing any act or decision of the Official, inciting the Official to act in violation of his or her legal duties, ensuring an unlawful benefit, or persuading an Official to create leverage in any act or decision of a foreign government or agency or public international organization,
5. to obtain or retain business, or direct business, for Diavaz or for a third party.

C. Other Anti-Corruption Laws. Other countries where Diavaz has offices or operations prohibit all types of corrupt activities. Discuss with the Legal Manager about the applicable anti-corruption laws of the country you are currently located. Also, if you are considering inviting a Representative to do business with us outside of Mexico, consult it directly with the Legal Manager.

II. Policy Implementation.

To determine if the Policy applies to a specific situation, it is important to understand the following aspects of the Laws:

A. Offering, promising or giving (or receiving) anything of value. –

1. Laws interpret the idea of bribery in a very comprehensive way. Any offer, promise, payment or gift (including the authorization of an offer, promise, payment or gift), not only of money, but also of gifts, cards that store value, gift certificates, meals, entertainment (i.e., concerts, theater, sports or other events), accommodations, tuition fees, job offers, political contributions, charitable donations, and trips. The acceptance by Diavaz, its directors, employees or Representatives of these items could constitute a violation of one or more Laws, depending on circumstances.
2. Committing to make (or receive) a payment or gift could be enough to entail a violation, regardless of whether the offer was accepted or not or if the money changes hands. In the same way, the offer does not need to fulfill its objective. For example, an employee cannot offer or give a gift to an Official in exchange for a favorable regulatory action, even if the gift is never delivered or if the favorable regulatory action never occurs.
3. For example: providing the Officer with a cash gift is a payment. Similarly, a promise to cover the Officer’s living expenses or contribute to his or her favorite charity is a promise of payment.

B. Officer or a third party

1. This Policy applies to payments by or to any person, including commercial parties, as well as Officials of any branch of government (executive, legislative or judicial), including foreign, national, federal, state or local officials, regardless of their rank or position.
2. The word Officials includes employees, agents and representatives of government secretariats or units (including embassies), political parties, political party officials, political candidates, and officials or employees of public international organizations such as the United Nations or the World Bank. It includes people employed by government production companies, such as Pemex, Petrobras, and other state-owned enterprises. It also includes private individuals with responsibilities similar to those of government employees, such as private scientists retained by government agencies to advise on the approval of environmental regulations.

C. Knowledge of Improper Behavior

1. This Policy prohibits payments through Representatives if we learn (or under certain circumstances we should learn) that any or all payments go directly or indirectly to any Officer or third party for corruption purposes.
2. It is not necessary to have actual knowledge. Deliberate ignorance or conscious neglect of facts also represents knowledge of a payment. It is important that directors, employees or Representatives follow Diavaz’s audit procedures to protect Diavaz against Representatives who may make or receive undue payments.
3. For example: Hiring an agent whose only quality is his or her friendship with an Official, whose corruption reputation is known, and then paying the agent an unusually high fee to obtain a favorable government decision, are circumstances that might be enough for the authorities to conclude that Diavaz had knowledge of a possible corruption payment.
4. Also, granting a request from a Pemex employee to increase the bid amount for a project, or granting a request from a Pemex employee to hire a subcontractor designated by that employee, could place Diavaz at risk of having knowledge that the agreed arrangement is an indirect way of making corruption payments to that employee.

D. Corrupt Purposes

1. When the payment purpose is to obtain or retain a business, it does not need to be with the government or a government unit. For example, when an Officer’s son is the president of a private company with whom Diavaz is making an offer, and Diavaz makes a payment to the Officer to obtain a favorable decision from the Officer’s son, the payment would violate the Laws.
2. Securing an undue advantage includes obtaining a favorable regulatory treatment. For example, payments made by the Representative in favor of Diavaz to obtain a preferential visa issuance treatment for Diavaz employees violate the anti-corruption laws.

III. Facilitation Payments

A. The FCPA contains a restricted exception for “facilitating payments”; this is also known as “facilitation” or “grease payment”. According to this exception, the law permits to make payments to hasten the routine government actions under certain and limited circumstances, such as obtaining permits, processing government documents such as visas, or providing telephone services, if the party making the payment is legally entitled to such government action. If the government action requires the exercise of certain criteria or discretion, then the government action is not a “routine” under the FCPA. For example, a payment offered to an Official to obtain a favorable regulatory decision, where Diavaz does not legally have the right or where the Official must measure the concurrent public policy considerations, could not be considered as a facilitation payment.

B. Facilitation payments are not allowed under the Mexican Anti-Corruption Laws. Other laws may also impose restrictions on facilitation payments.

C. Regardless of the facilitation payments’ exception under the FCPA, Diavaz prohibits any facilitation payment except those that involve a credible and imminent threat to the health, safety or welfare of any person (for example, in cases where a local police officer threatens to attack a Diavaz employee if no payment is received). In that situation, the Legal Manager must preapprove the payment. If preapproval is not possible, the director, employee or Representative involved must report the payment to the Legal Manager as soon as possible. If possible, any director, employee or Representative who has any further questions concerning whether a particular situation has exceptional circumstances should discuss with the Legal Manager.

IV. Promotional Expenses

A. Although Mexican anti-corruption laws do not specifically regulate or provide for specific exceptions for promotional expenses, any of these expenses must not violate, or seem to violate, the restrictions described in Section IA.

B. The FCPA provides an affirmative defense that could cause the authorization of prohibited payments. For example, payments for reasonable and bona fide expenses incurred by or for the benefit of an Officer that are directly related to the promotion, demonstration, or explanation of a company’s products or services or the performance of a contract with a foreign government may qualify for this affirmative defense. These expenses could be for meals, accommodations, trips, entertainment, courtesy gifts, or any similar hospitality (collectively referred to as “promotional expenses”).

C. However, under the FCPA, promotional expenses that seek to influence the actions of an Officer to obtain or retain business or to induce wrongful acts are prohibited. An analysis should be made of whether a promotional expense is allowed, based on the splendour or extravagance of the expense, the influence of the beneficiary (or third party) on Diavaz’s operations, and the connection between Diavaz’s presentation and the promotional expense.

D. Other anti-corruption laws may limit the permissibility of promotional expenses for the welfare of the Officer or third party.

E. Before July of 2017, the Mexican law required all officers to report the acceptance of any gift or anything of value, given by a person or company, that exceeded the amount of $680.00, within a 12-month period. However, under the current Mexican law, as a consequence of the National Anti-Corruption System, there are no longer maximum amounts. This means that no gift or thing of value can be given to a Mexican official.

F. Thereby, any promotional expenses to benefit an Officer or a third party should be made only after the proper analysis of the circumstances. Diavaz allows making promotional expenses for the Officer or third party without prior approval of the Legal Manager, as long as:

1. The expenses are associated with the promotion or demonstration of Diavaz’s products or services,
2. they are cost-effective (not to exceed the amount of $1,300.00  mexican pesos per beneficiary for each specific occasion, and not to exceed twice that amount within a 12-month period, except for Diavaz’s Officers, for whom the limit is $15,000.00 mexican pesos for each specific occasion, and not more than twice that amount within a 12-month period, with the understanding that any event in which there are more than four beneficiaries must be approved in advance by the Legal Manager),
3. they are appropriate in time and place,
4. they do not give the impression of influencing the beneficiary in an improper manner,
5. they are legal under the applicable laws to Diavaz and the beneficiary, and they are permissible under the beneficiary’s organization provisions, and
6. they are fully and precisely recorded in Diavaz’s records.

Any promotional expenses that do not meet all of these requirements must be approved in advance and in writing by the Legal Manager.

V. Charitable Donations

A. Charitable donations raised by or on behalf of Diavaz may violate the FCPA or other laws if they reflect the elements laid down in Section II of this Policy. Directors, employees or Representatives should be especially careful if an Officer, or a Diavaz’s partner or dealer, directs or requests a charitable gift, or if such person or a member of his or her family is associated with the charitable organization in question. It is important that directors, employees or Representatives become familiar with the background, affiliations and reputation of any charitable organization.

B. Directors, employees and Representatives are unable to make or approve charitable donations by or on behalf of Diavaz without the prior written approval of the Legal Manager.

VI. Political Contributions

A. Political contributions present a risk of anti-corruption liability as the Laws apply to payments made to political parties, political party officials and political candidates. Likewise, political and electoral laws in Mexico prohibit Diavaz from making political contributions in Mexico, and political contributions made by Diavaz outside of Mexico may be illegal under local electoral laws.

B. Diavaz does not make any political contribution and no one can make a contribution on Diavaz’s behalf.

VII. Proper Accountancy and Retention of Records

To ensure compliance with Mexican anti-corruption laws, the FCPA, and other Laws, Diavaz must retain complete accounting records that accurately reflect its operations. All directors, employees and Representatives must ensure that the records of their activities at Diavaz are complete and accurate and are in compliance with all Diavaz’s policies and procedures.

VIII. Transactions with Representatives and Business Partners

Engaging with Representatives and the creation of business partnerships raises a special concern of compliance with this Policy. Diavaz has less control over the actions of third parties than its own staff, whom can be easily disciplined and trained. Therefore, Diavaz must exercise auditing processes to ensure that it has formed business relationships with reputable and qualified Representatives and business partners.

A. Audit requirements. Directors and employees must conduct an audit process of the Representatives and potential business partners prior to engaging any relationship, and must update such investigation periodically. Directors and employees must send the results of the investigation to the Legal Manager and obtain his or her approval before engaging with Representatives or forming a business partnership. Directors and employees must submit all documentation of the audit process to the Legal Manager for its preservation.

B. Contractual Provisions. Standard anti-corruption provisions, provided by the Legal Manager, must be included in all contracts with Representatives and in all business partnership agreements, unless otherwise approved by the Legal Manager. Diavaz’s directors or employees who are responsible for the implementation of the contract or agreements must send the contracts and agreements in their entirety and properly signed to the Legal Manager for its future preservation.

IX. Requesting or Accepting Gifts or Anything of Value from a Third Party

A. Directors, employees and Representatives shall neither request nor accept gifts or anything of value, any financial or other benefit from a customer, dealer, regulator, Officer or any other person with whom Diavaz does business, under any circumstances that may present a conflict of interest or appear to be a misconduct instigation.

B. In limited circumstances, directors, employees and Representatives may accept modest gifts or things of value as part of an exchange of mutual courtesies that (1) are customary in the country in question, (2) are appropriate to the time and place, (3) do not appear to improperly influence the recipient, (4) are legal under the applicable laws to Diavaz and the beneficiary, are permitted under the provisions of the giver society, and (6) are fully and precisely recorded in Diavaz’s records. Any director, employee or Representative who believes that the refusal of a particular gift or thing of value in circumstances that do not meet the above criteria and that would harm Diavaz’s business relationships with the other party should discuss with the Legal Manager before rejecting or accepting the gift or thing of value.

C. For example: Directors, employees and Representatives may accept invitations to annual conferences sponsored by dealers, customers or other parties, including reasonable hotel accommodations, trips and meals provided in relation with such conferences, on the understanding that these things of value meet the established criteria in Section IX. B regarding gifts, and on the understanding that the Legal Manager is notified prior to the directors, employees or Representatives’ acceptance of such invitations. Directors, employees or Representatives must not request or accept gifts or accommodations that are, or could be perceived to be, leading to illegal and inappropriate behavior, which contravene Diavaz’s interests. Any gift or accommodation, whose value or circumstance may raise expectations that the recipient director, employee or Representative will take any favorable action for the giver should be rejected and reported to the Legal Manager.

X. Training: Compliance Certification: Audits: Investigations.

A. Training. Diavaz will periodically provide anti-corruption training to its directors, employees and Representatives and will maintain records, including attendance lists. Training sessions may include virtual or onsite presentations on Mexican anti-corruption laws, the FCPA, and any other applicable laws, as well as this Policy.

B. Compliance Certification. Directors, employees and relevant Representatives must perform annual compliance certifications in anti-corruption matter or at such frequency that Diavaz may establish.

C. Audits. Diavaz will periodically conduct a compliance audit to assess Diavaz’s operations and procedures for possible violations of this Policy. The results of these audits will be used to strengthen Diavaz’s compliance programs.

D. Investigations. Directors, employees and Representatives must cooperate with any internal investigation conducted by Diavaz to comply with this Policy and the Laws.

XI. Reports: Questions

Any person who believes that Diavaz, or any person or third party acting on its behalf, is about to engage in activities, or has engaged in activities that may violate any Law or this Policy, should immediately report the pertinent information to the appropriate supervisory staff or the Legal Manager.

Contact the Legal Manager if you have any questions about this Policy.

Diavaz will not impose penalties, or permit retaliation against anyone who promptly reports information of violations and has not engaged in any offending activities.