Anti bribery and corruption
Note:
“PRYPCO Mint” is hereby referred to as “PRYPCO FZE”
PRYPCO FZE (the “Company”, “PRYPCO Mint”), is dedicated to maintaining the highest standards of ethical conduct. Our commitment extends to full compliance with applicable laws, including the Virtual Asset Regulatory Authority (VARA) and UAE Law. This Anti-Bribery and Corruption (ABC) policy outlines our firm stance against bribery and corruption, detailing procedures and compliance measures to prevent and address such activities. The policy ensures that all employees, including the Board, as well as any associated persons, uphold integrity, transparency, and ethical business practices, thereby protecting the Company’s reputation and ensuring legal compliance, including strict adherence to the law. This Policy may be shared with third parties to inform them of the ABC principles upheld by PRYPCO FZE. It also permits external entities to submit reports, ensuring the protection of the identity and confidentiality of the reporting party at all times. This commitment, along with all relevant policies, is publicly disclosed on our website and communicated appropriately at the start of all business relationships.
This Anti-Bribery and Corruption Policy applies to all individuals associated with PRYPCO FZE, including employees, officers, directors, agents, consultants, contractors, and any other third parties acting on behalf of the Company, regardless of their geographical location. The policy outlines PRYPCO FZE's commitment to conducting business with integrity, ensuring compliance with the highest ethical standards, and adhering to relevant regulations, particularly those set by the Virtual Assets Regulatory Authority (VARA).
The scope of this policy encompasses all activities and operations where PRYPCO FZE or its representatives may encounter risks of bribery or corruption, including but not limited to:
Interactions with Public Officials: Covers all dealings with government officials, representatives, or their associates, requiring heightened scrutiny and compliance measures.
Third-Party Relationships: Applies to advisors, consultants, contractors, suppliers, vendors, and any external service providers engaged by PRYPCO FZE.
Commercial Transactions: Includes all transactions with customers, suppliers, and private entities, ensuring these remain free of improper payments, kickbacks, or incentives.
Charitable Contributions and Sponsorships: Governs the use of corporate resources for donations or sponsorships to ensure these activities are not used as a guise for bribery.
Gifts and Hospitality: Regulates the offering or receipt of gifts and hospitality to ensure they are reasonable, proportionate, and free from undue influence.
The purpose of this policy is to provide a clear framework for identifying, managing, and mitigating risks related to bribery and corruption. PRYPCO FZE is committed to:
Ensuring Legal Compliance:
Adhering to UAE and VARA regulations, as well as international anti-bribery standards, to maintain lawful business operations.
Prohibiting all forms of bribery, including offering or accepting payments, gifts, or hospitality intended to secure or reward business advantages.
Promoting Ethical Business Practices:
Fostering a corporate culture of integrity and ethical behaviour.
Ensuring that all employees and associated individuals act honestly, transparently, and in the best interests of PRYPCO FZE.
Preventing Bribery and Corruption:
Implementing robust mechanisms to detect, prevent, and address any instances of bribery or corruption within the Company and its operations.
Establishing clear guidelines for interactions with public officials, third parties, and in commercial dealings.
Safeguarding Reputation and Integrity:
Protecting PRYPCO FZE's reputation by upholding its commitment to ethical conduct.
Ensuring all business dealings are conducted with transparency and accountability to maintain stakeholder trust.
To achieve the above objectives, PRYPCO FZE adopts the following principles:
Zero Tolerance: Strictly prohibits bribery and corruption in any form.
Accountability: Requires all employees and associated individuals to comply with the policy and report any suspected violations promptly.
Oversight and Monitoring: Implements robust oversight mechanisms, including due diligence processes, compliance reviews, and training programs, to enforce the policy effectively.
This policy serves as a cornerstone of PRYPCO FZE’s commitment to ethical conduct and regulatory compliance, ensuring that all stakeholders can operate in a transparent, fair, and law-abiding environment.
SECTION 1:
Roles and Responsibilities
PRYPCO FZE relies on the vigilance and cooperation of its employees, management, and third parties to identify and report potential acts of bribery or corruption, violations of anti-corruption laws and regulations, breaches of this policy, or non-compliance with internal anti-bribery and corruption guidelines. Everyone associated with PRYPCO FZE is encouraged to raise concerns and report any suspicions of bribery or corruption as early as possible to uphold the integrity of the organisation and its operations.
Reporting Obligations
Employee Responsibility: All employees, including members of the Board, are obligated to report any instances of actual or attempted bribery or corruption they become aware of. This includes situations where an act of bribery is offered, given, or received. Such reports must be submitted directly to the Compliance Officer to ensure prompt action and resolution.
Encouragement to Report: PRYPCO FZE fosters a culture where employees and third parties feel empowered and supported to report concerns without fear of retaliation. The company ensures confidentiality and protection for those who report suspected violations in good faith.
Compliance Officer’s Role
Policy Implementation and Monitoring: The Compliance Officer is responsible for implementing and overseeing the anti-bribery and corruption (ABC) policy. This includes conducting regular evaluations, at least annually, to ensure the policy remains effective and fit for purpose.
Deficiency Resolution: Any identified deficiencies in the policy or its application are promptly addressed by the Compliance Officer to maintain PRYPCO FZE’s compliance with legal and ethical standards.
Point of Contact: The Compliance Officer serves as the primary point of contact for all reports and inquiries related to bribery or corruption.
Board of Directors' Responsibility
Oversight: The Board of Directors holds ultimate accountability for ensuring that PRYPCO FZE’s ABC Policy aligns with the company’s legal and ethical obligations, as well as with all applicable laws and regulations in the jurisdictions where PRYPCO FZE operates.
Policy Updates: The Board is responsible for reviewing the ABC Policy to ensure it remains current, comprehensive, and effective. This includes incorporating any regulatory changes or emerging risks into the policy framework.
Adherence to Standards: The Board ensures that all individuals under the company’s control adhere to the ABC Policy and its principles.
Legal Compliance and Standards
Conflict with Local Laws: If the ABC Policy conflicts with any applicable local law, the law takes precedence. However, PRYPCO FZE expects all employees to follow the policy's higher standards where these exceed local legal requirements.
Commitment to Ethical Practices: By adhering to the strict standards set out in the ABC Policy, PRYPCO FZE demonstrates its unwavering commitment to ethical business practices, integrity, and compliance across all jurisdictions in which it operates.
PRYPCO FZE is unwavering in its commitment to maintaining the highest standards of integrity and ethical conduct. The following principles define the foundation of PRYPCO FZE's anti-bribery and corruption policy, ensuring compliance, transparency, and accountability across all operations:
Zero Tolerance
PRYPCO FZE enforces a zero-tolerance approach to bribery and corruption. Any form of bribery, whether direct or indirect, is strictly prohibited. This policy applies universally, regardless of the context or the individuals involved, ensuring that unethical practices have no place in PRYPCO FZE's operations.
Compliance with Laws
All employees and associated persons must fully comply with applicable anti-bribery and corruption laws, including but not limited to the laws and regulations of the UAE and those issued by the Virtual Assets Regulatory Authority (VARA). PRYPCO FZE is committed to exceeding legal compliance by upholding the highest ethical standards.
Ethical Conduct
Employees and associated persons are required to act with integrity in all business dealings. Actions that could be perceived as corrupt or unethical, including conflicts of interest or a lack of transparency, must be avoided. Ethical conduct forms the backbone of PRYPCO FZE's business culture and operations.
Prohibition of Bribery and Facilitation Payments
The following are strictly prohibited under PRYPCO FZE's policy:
Offering, promising, giving, requesting, or accepting any form of bribe.
Making facilitation payments intended to expedite routine governmental actions or processes. PRYPCO FZE ensures that all business interactions are conducted lawfully and ethically, without reliance on inappropriate incentives or shortcuts.
Use of Company Resources
Company funds and resources must only be used for lawful and ethical purposes. All financial transactions must be accurately recorded, transparent, and free from manipulation. PRYPCO FZE emphasises the importance of maintaining robust financial controls to prevent misuse or unethical practices.
Third-Party Compliance
PRYPCO FZE extends its anti-bribery and corruption standards to all third parties, including agents, consultants, suppliers, and business partners. Comprehensive due diligence is conducted before engaging with third parties to ensure they align with PRYPCO FZE's ethical expectations and are not involved in corrupt practices. Third parties are contractually obligated to comply with PRYPCO FZE's anti-bribery and corruption policies.
Reporting and Whistleblowing
PRYPCO FZE fosters a culture where employees and associated persons are encouraged to report concerns or suspicions of bribery and corruption. Reports can be made confidentially, and PRYPCO FZE ensures thorough investigation and appropriate action for all reports. Retaliation against individuals who report in good faith is strictly prohibited, ensuring a safe environment for whistleblowers.
Unlawful Conduct Reporting
PRYPCO FZE shall immediately report to VARA any findings of unlawful conduct that constitute a breach of the Anti-Bribery and Corruption Rules as set out in Part VI of the Compliance and Risk Management Rulebook.
All incidents of suspected or confirmed bribery, corruption, or unethical conduct must be escalated without delay to the Compliance Officer and MLRO, who shall assess the matter and ensure timely reporting to VARA and any other relevant regulatory authorities, as required.
PRYPCO FZE shall maintain detailed records of any identified breaches, including the nature of the misconduct, investigation outcomes, and remedial actions taken. Ongoing monitoring and enhanced internal controls shall be implemented to prevent recurrence and ensure full compliance with regulatory obligations.
SECTION 2:
Prohibition of Bribery and Kickbacks
PRYPCO FZE strictly prohibits offering, promising, giving, or authorising the payment of money or anything of value to any foreign official or private individual to influence their actions or secure an improper advantage. Additionally, accepting or offering kickbacks in any form is forbidden under this policy, ensuring that all transactions and relationships are conducted with integrity and transparency.
Risk Assessment
To proactively address bribery and corruption risks, PRYPCO FZE conducts regular risk assessments. These assessments identify, evaluate, and mitigate risks across operations and third-party engagements. The findings are documented and reviewed periodically, with records maintained for a minimum of eight (8) years to comply with regulatory requirements and support ongoing compliance efforts.
Due Diligence
Comprehensive due diligence is performed on all third parties, including agents, consultants, contractors, and business partners. This process ensures alignment with anti-bribery and corruption laws and verifies the integrity of business relationships. All due diligence activities and findings are meticulously recorded and retained for at least eight (8) years to demonstrate compliance with legal and regulatory obligations.
Training and Awareness
Regular training is provided to all employees and associated persons on anti-bribery and corruption laws, as well as PRYPCO FZE’s internal policies. Training materials are periodically updated to reflect changes in laws and regulations. Participation in training is mandatory for all Board members and employees, with sessions recorded in the Training Register for a minimum of eight (8) years. Updated materials necessitate additional training to ensure that all personnel remain informed. Anti-bribery and corruption training is also integrated into the onboarding process for new Board members and employees, equipping them with the tools and knowledge to uphold PRYPCO FZE's high standards from the start of their tenure.
Reporting and Whistleblowing Procedures
Employees are encouraged to report any suspected bribery or corruption through established whistleblowing channels outlined in the Company’s whistleblowing policy. Reports are investigated promptly and confidentially, with strict protections against retaliation for whistleblowers. Clear instructions, including contact details for reporting concerns, are provided to all employees. All reports are documented in the Whistleblowing Register, and follow-up actions are thoroughly recorded to ensure accountability.
Record Keeping
PRYPCO FZE maintains accurate records of all transactions, expenses, and due diligence activities to demonstrate compliance with anti-bribery and corruption laws. These records are securely stored and retained for at least eight (8) years, meeting VARA regulatory requirements and supporting audit and review processes.
Internal Controls and Audits
Robust internal controls are implemented to prevent and detect bribery and corruption. These measures include regular audits and reviews to assess the effectiveness of anti-bribery and corruption policies. Audit findings are reported to senior management and the Board of Directors, ensuring accountability and the continual improvement of controls.
Avoidance of Conflicts of Interest
Employees and associated persons must avoid any situations where personal interests could conflict with those of PRYPCO FZE. Any potential conflicts of interest must be disclosed immediately, allowing the Company to assess and manage the situation appropriately to maintain the integrity of its operations. All disclosed conflicts of interest are recorded in the Conflict-of-Interest Register to ensure transparency and accountability.
PRYPCO FZE demonstrates its steadfast commitment to ethical conduct, compliance, and the prevention of bribery and corruption across all aspects of its operations.
SECTION 3:
PRYPCO FZE is committed to maintaining a transparent and ethical environment where employees, third parties, and other relevant stakeholders can report potential acts of bribery, corruption, or breaches of the anti-bribery and corruption policy. PRYPCO FZE relies on all parties to raise concerns promptly and provides multiple secure channels for submitting reports:
Email: A dedicated and secure email address groupcompliance@prypco.com allows reports to be sent directly to the Compliance Officer (CO).
In-Person Reporting: Employees can report concerns directly to the CO. Meetings can be scheduled via the internal calendar system to maintain confidentiality and privacy.
Protection and Support for Whistleblowers
PRYPCO FZE guarantees robust protections for individuals raising concerns, including:
Anonymity of the whistleblower.
Serious and diligent investigation of the reported concern.
Confidentiality of the whistleblower’s data and protection against retaliation or threats.
Assurance of safeguarding the personal data of both the whistleblower and the accused, in compliance with UAE regulations.
Investigation Procedures
When a report is received, PRYPCO FZE follows a rigorous and structured process to ensure fair and thorough investigation:
Initiating an Investigation File: The CO documents all reports, including verbal submissions, in writing and creates an official investigation file.
Appointing an Independent Investigator: An independent entity is designated to conduct a detailed investigation, capturing relevant details such as parties involved, times, and dates.
Notifying the Board: The CO informs the Board about the initiation of the investigation to ensure oversight.
Maintaining Confidentiality: The identity of the whistleblower is kept confidential, adhering to UAE laws.
Finalising the Investigation: Upon completion, the independent investigator submits a comprehensive written report to the CO. If unlawful conduct is identified, the CO informs the Board.
Implementing Remedial Actions: The Board decides and oversees remedial actions to address the violation. The independent investigator documents a summary of actions taken.
Record Keeping: Investigation reports and remedial action summaries are securely retained for a minimum of eight (8) years and made available to regulators such as VARA upon request.
Data Retention and Deletion
Valid Concerns: Personal data related to valid concerns and resulting documentation are retained for eight (8) years from the start of the year following the concern's reporting or longer if necessary for legitimate business interests.
Unfounded Concerns: If concerns are deemed unfounded, personal data is deleted no later than the end of the year following the concern's reporting, while other related documentation is retained for eight (8) years.
Disciplinary Actions
For Employees: Employees found to have violated the anti-bribery and corruption policy face disciplinary measures proportionate to the severity of the violation. These range from formal warnings to termination of employment. Violations are taken seriously as they compromise the organisation's integrity and expose it to legal and reputational risks. All disciplinary actions are documented and retained for a minimum of eight (8) years to ensure transparency.
For Third Parties: PRYPCO FZE enforces strict measures against third parties violating the policy, including immediate contract termination and legal action. PRYPCO FZE is committed to working with ethical partners and reserves the right to pursue legal remedies in alignment with contractual terms or applicable laws. All actions against third parties are documented and retained for a minimum of eight (8) years.
SECTION 4:
PRYPCO FZE is steadfast in its commitment to upholding the highest standards of integrity and ethical behaviour across all operations. Adherence to the Anti-Bribery and Corruption Policy is not merely a legal requirement but a moral obligation that aligns with PRYPCO FZE’s core values. This Policy serves as a cornerstone for fostering a culture of transparency, accountability, and ethical business practices.
PRYPCO FZE expects all employees and associated persons to:
Adhere to the Policy: Strictly follow the principles and guidelines outlined in this Policy to ensure compliance with legal and ethical standards.
Promote Ethical Conduct: Serve as advocates of integrity by fostering a culture of ethical behaviour and transparency in all business dealings.
Report Concerns: Actively report any suspected violations or concerns related to this Policy through established reporting channels. Employee vigilance and proactive reporting are critical to identifying and addressing instances of bribery and corruption effectively.
By adhering to these principles, PRYPCO FZE ensures that its business operations remain ethical, transparent, and compliant with all applicable laws and regulations. This shared commitment contributes to building a robust organisational culture rooted in integrity.
The Anti-Bribery and Anti-Corruption Policy will be reviewed regularly and at least annually by the Board, senior executives, and the Compliance or ABAC Officer to ensure its ongoing adequacy and effectiveness. Any identified areas for improvement will be promptly addressed, with updates and enhancements implemented as soon as possible. This proactive approach ensures that PRYPCO FZE's ABAC Policy remains relevant, effective, and aligned with the evolving regulatory and business landscape.
Appendix 1:
To ensure clarity and consistency in the application of this Policy, the following key terms are defined:
Associated Persons: Refers to individuals or entities performing services for or on behalf of the Company. This includes employees, agents, consultants, contractors, and business partners.
Bribery: The act of offering, giving, receiving, or soliciting anything of value with the intent to influence the actions of an official or another person in a position of authority.
Conflict of Interest: A situation where an individual’s personal interests have the potential to interfere with their professional duties, responsibilities, or decision-making.
Corruption: The abuse of entrusted power for private gain, which undermines ethical standards and transparency.
Due Diligence: The comprehensive process of investigating and evaluating the background, reputation, and compliance practices of third parties before entering into any business relationship.
Facilitation Payments: Minor payments made to expedite routine, non-discretionary governmental actions, which are strictly prohibited under this Policy.
Foreign Official: Includes any officer or employee of a foreign government or any of its departments, agencies, or instrumentalities, as well as employees of public international organisations.
Kickback: The illegal return of a portion of money received in a business transaction as a reward or incentive for facilitating the transaction.
Public Official: Any individual holding a legislative, administrative, or judicial position of any kind, whether appointed or elected, in any country or territory.
Third Party: Any individual or organisation not employed by the Company but engaged in business activities with or on behalf of the Company.
Appendix 2:
Commitment to Combat Corruption Both parties to this agreement pledge to work collaboratively toward eradicating all forms of corruption. This shared commitment includes maintaining transparency, integrity, and ethical conduct in all aspects of their business relationship. To uphold these principles, each party will implement and maintain robust internal controls and practices, ensuring no actions are undertaken or accepted that could contribute to or be perceived as corrupt practices.
Strict Prohibition of Bribery and Improper Influence Under no circumstances will either party engage in or tolerate the offering, giving, soliciting, or receiving of bribes in any form. This prohibition extends beyond financial incentives to include gifts, services, favours, or other benefits that might improperly influence decisions. It applies universally across all organisational levels, including interactions with public officials, private entities, and individuals.
Adherence to Anti-Corruption Laws and Standards Both parties commit to complying fully with all applicable anti-corruption laws and regulations, whether domestic or international, relevant to their operations under this agreement. This includes adherence to global standards outlined in frameworks such as the United Nations Convention Against Corruption (UNCAC) and the Organisation for Economic Co-operation and Development (OECD) guidelines.
Implementation of Anti-Corruption Policies Each party will enforce comprehensive anti-corruption policies and procedures within their organisations. These policies must include regular training for employees and representatives, clear reporting channels for suspected corruption, and measures to protect whistleblowers from retaliation. The parties agree to share their policies upon request to promote mutual understanding and alignment in anti-corruption efforts.
Obligation to Report and Cooperate If either party becomes aware of activities or behaviours that could be interpreted as corrupt, they are obligated to report these immediately to the other party. Both parties commit to fully cooperating in any investigations into suspected corruption, including providing access to relevant records, personnel, and necessary information.
Auditing and Monitoring Rights To ensure compliance with this anti-corruption clause, both parties agree to periodic audits and monitoring by an independent third party, if necessary. These audits will assess the effectiveness of anti-corruption measures, adherence to legal and contractual obligations, and the overall integrity of the business relationship.
Consequences of Breaching Anti-Corruption Provisions A breach of the anti-corruption provisions in this agreement will result in severe consequences. These may include immediate termination of the contract, financial penalties, recovery of damages, and legal action under applicable laws. Additionally, the breaching party may face reputational harm, regulatory reporting, and exclusion from future business engagements.
Third-Party Risk Management The principles of this anti-corruption clause extend to all third parties involved in executing this agreement. Both parties commit to conducting due diligence on contractors, suppliers, and other partners to ensure compliance with anti-corruption laws and practices. Appropriate action will be taken if risks are identified.
Maintenance of Records Both parties will maintain comprehensive and accurate records of all transactions, communications, and decisions related to this agreement. These records must be retained for a minimum of eight years and made available for inspection during audits or investigations, ensuring transparency and accountability.
Training and Awareness Each party commits to ensuring that all employees, representatives, and relevant stakeholders involved in this agreement are adequately trained on anti-corruption laws and the specific requirements of this clause. Regular training programs will be conducted, with updates provided to reflect changes in laws or business practices.
Review and Amendment This anti-corruption clause will be reviewed periodically to ensure its continued relevance and effectiveness. Both parties agree to amend the clause as necessary to address new risks, legal developments, or changes in business practices, with all amendments requiring written agreement from both parties.
Right to Withhold Payments In cases of suspected breaches of this anti-corruption clause, either party reserves the right to withhold payments until the matter is resolved. This includes withholding payments linked to corrupt activities, pending the conclusion of investigations.
Dispute Resolution Should disputes arise regarding the interpretation or enforcement of this anti-corruption clause, the parties agree to seek resolution through mediation or arbitration before pursuing legal action. This approach ensures disputes are handled efficiently and with minimal disruption to the business relationship.
