Anti-corruption Policy

Policy Objective

To reaffirm CompuSolutions’ commitment to the National Anti-Corruption System (SNA) and applicable legislation in Mexico, as well as to anti-corruption frameworks and regulations in the countries where it operates, including the Public Transparency and Ethics Program (PTEP) in Colombia, the National Public Integrity Strategy (ENIP) in Chile, and the U.S. Foreign Corrupt Practices Act (FCPA).

Specific Objetives:

• Prevention and Identification: Establish mechanisms aimed at preventing, detecting, and addressing fraud and/or corruption events within the company.
• Risks: Implement mechanisms for identifying and providing training on the main fraud and corruption risks that the company may face.
• Transparency: Ensure appropriate training and, when necessary, the hiring of external experts, so the company can disclose all necessary information in its financial statements for a proper understanding and assessment of its financial situation. The company’s accounting information
  must be reliable and verifiable.
• Legality: Maintain investor confidence by protecting the company’s reputation. It is a priority to comply with provisions and regulations prohibiting fraudulent and/or corrupt behavior within the company through strict compliance with applicable laws.

Policy Description

CompuSolutions is committed to conducting its business in accordance with applicable laws, standards, and regulations, as well as the highest ethical standards. This commitment is reflected in our Code of Ethics and Conduct, in CompuSolutions’ corporate culture, and in the hiring of external experts who help validate the adherence to these standards.

In business relationships, CompuSolutions is committed to ethical business practices and full compliance with applicable laws and regulations. Therefore, there is zero tolerance for bribery and corruption by any stakeholder. Such conduct will result in immediate termination of employment or commercial relationships, as applicable.

To combat bribery and/or corruption, it is prohibited, directly or indirectly through a third party, to pay, offer, promise, or give anything of value to companies, employees, or public officials, as well as to government or political party-controlled entities or organizations, when there is knowledge or reasonable grounds to believe that it is being used to obtain undue benefit or to improperly influence actions or decisions of such persons or entities for the purpose of obtaining, retaining, or generating business.

This policy extends to all stakeholders, who are expected to implement controls and align themselves with CompuSolutions’ commitment.

Stakeholders for CompuSolutions are:

• Clients, associates or distributors, manufacturers, contractors or suppliers recognized for their autonomy and self-regulation who have a commercial relationship and who provide or receive payment for goods or services derived from CompuSolutions’ operations. We expect any third party to share this commitment and, as an interested party in our business chain, to agree to comply with this Integrity Policy.
• This applies to Board members, shareholders, and employees of CompuSolutions.

Any questions or concerns regarding compliance with this Policy must be submitted through the Ethical Breaches Mailbox, located at the bottom menu of www.compusoluciones.com under “Reportar una falta ética”.

CompuSolutions enforces strict adherence to its Code of Ethics. It strictly prohibits offering, paying, promising, or authorizing any payment or anything of value to any person, directly or indirectly, in exchange for obtaining a unilateral benefit to the detriment of a third party. This includes influencing, coercing, manipulating, or deceiving internal or external auditors, clients (distributors), shareholders, suppliers, third parties, board members, or employees in the course of their duties. Accepting or offering bribes to distort facts or misrepresent information is also prohibited.

Regular training is provided to prevent employees from requesting or encouraging, directly or through third parties, actions that violate legal duties; abusing one’s position; or seeking undue advantage, contracts, or concessions for the benefit of CompuSolutions. Policies and training courses are maintained to ensure employees are up to date on due diligence and transparent transaction recordkeeping.

Internal and external audits are conducted to ensure CompuSolutions’ books and records correctly reflect the amount and description of all transactions. Employees must ensure that transactions are accurately and fairly represented in the company’s records.
Prior to signing legal documents, expectations regarding CompuSolutions’ integrity policy are communicated and included in contract clauses for validation.

Mechanisms exist for engagement with stakeholders, such as supplier onboarding processes or candidate selection procedures, which allow CompuSolutions to verify legal and personal information as permitted by law.

The scope of relationships with stakeholders is formally defined through written contracts that establish, among other things, the terms of engagement, compensation, and a declaration that the relationship is conducted in accordance with this Policy. Legal documents must include:

• Service description and remuneration details, including justification for the reasonableness of the payment.
• An ethics clause stating that both parties shall conduct themselves in compliance with the provisions of Mexico’s General Law of Administrative Responsibilities, Colombia’s Law 1474 of 2011, Chile’s Law 21.121 (2018), the U.S. Foreign Corrupt Practices Act (FCPA), as well as with the provisions set forth in this Policy.
• Details of deliverables and evidence to be periodically provided to CompuSolutions to fulfill materiality requirements.

During the commercial relationship, and in compliance with applicable laws, stakeholders’ information is safeguarded to validate adherence to this policy.

Warning systems are in place for suspicious situations, known as “red flags.” In such cases, the commercial relationship must be suspended or not initiated. Examples include:

• The stakeholder is recommended by a government official without transparent justification.
• Incomplete information is provided during the commercial relationship, and the stakeholder is unwilling to comply with processes or signed agreements.
• One party offers employment or advantages to a friend or relative, violating signed contract terms.
• One party refuses to formalize the engagement with a legal document.
• During due diligence or throughout the commercial relationship, it is found that the person and/or company are listed by the Tax Administration Service (SAT) under articles 69 and 69-B of the Federal Tax Code.

Definitions

Corruption is defined as the misuse of public power for private gain, or the misuse of delegated power for private benefit. Bribery refers to the offering, promising, or payment of cash, gifts, excessive entertainment, or any type of incentive to someone in a position of trust to influence their views or actions or to gain an improper advantage.

Bribery and corruption can take many forms and have various consequences, including:

• Influence peddling.
• Bribery of public officials and public organization employees (see Code of Ethics, Conduct Relating to Government Authorities and Laws).
• Private sector bribery.
• Business entertainment and courtesies.
• Obstruction of justice.
• Concealment.
• Illicit enrichment.
• Cash payments.
• Fake “consulting” jobs or relationships.
• Political contributions.
• Charitable donations with political intent.
• Gifts, travel, hospitality, and reimbursements that exceed industry norms or exceed $300 USD, unless otherwise approved in accordance with company policy.

The following serious offenses are established under Mexico’s General Law of Administrative Responsibilities (Ley General de Responsabilidades Administrativas) and may involve private individuals:

• Bribery (Article 66).
• Unlawful participation in administrative procedures (Article 67).
• Influence peddling (Article 68).
• Use of false information (Article 69).
• Collusion (Article 70).
• Misuse of public resources (Article 71).

The following criminal offenses related to public and private corruption are established under Law 1474 of 2011 (Anti-Corruption Statute of Colombia):

• Private corruption (Article 16).
• Disloyal administration (Article 17).
• Misuse of privileged information (Article 18).
• Tax evasion (Article 21).
• Subsidy fraud (Article 26).
• Anti-competitive agreements (Article 27).
• Influence peddling by private individuals (Article 28).
• Transnational bribery (Article 30).
• Bribery (Article 31).

The following serious offenses under the Criminal Code of the Republic of Chile and related legislation may involve private individuals:

• Bribery (Criminal Code Articles 248–250, as amended by Law 21.121).
• Transnational bribery (Criminal Code Article 251 bis).
• Private corruption (Bribery between private parties – Law 21.121).
• Disloyal administration (Criminal Code Article 470 No. 11 and Article 287 ter).
• Influence peddling (Criminal Code Articles 239–250, as amended).
• Corporate criminal liability (Law 20.393, as amended).

The following offenses and legal provisions under United States federal law address bribery, corruption, fraud, and related misconduct:

• Foreign Corrupt Practices Act (FCPA) (15 U.S.C. §§ 78dd-1, et seq.), prohibiting bribery of foreign public officials and requiring accurate books and records and adequate internal controls.
• Federal bribery of public officials (18 U.S.C. § 201).
• Honest services fraud (18 U.S.C. §§ 1341, 1343, 1346).
• Conspiracy to commit offense or defraud the United States (18 U.S.C. § 371).
• Wire fraud and mail fraud (18 U.S.C. §§ 1341 and 1343).
• Commercial bribery and related offenses under applicable federal and state laws.
• Antitrust violations, including collusion and bid-rigging (Sherman Act, 15 U.S.C. §§ 1–2).

Types of Sanctions

The Ethics Committee reviews violations of this Policy or the Code of Ethics. Based on the zerotolerance approach, any breach of this Policy results in contract termination, regardless of the
stakeholder’s relationship with CompuSolutions.

Note: If you identify any outdated information in this document, please notify the processes area for
its update.