Transparency and y Business Ethics Program

• Associates : are those natural or legal persons who have made a contribution in money, work or other assets valued in money to a company or sole proprietorship in exchange for quotas, interest shares, shares or any other form of participation contemplated by the Colombian laws.
• Compliance Audit : it is the systematic, critical and periodic review regarding the proper implementation and execution of the TBEP
• Contractor : refers, in the context of a business or transaction, to any third party that provides services to a Company or that has a contractual legal relationship of any nature with it. Contractors may include, among others, suppliers, intermediaries, agents, distributors, advisors, consultants and persons who are parties to collaboration contracts, temporary unions or consortia, or joint venture contracts with the Company.
• Corruption : all conduct aimed at a Company benefiting, or seeking a benefit or interest, or being used as a means in the commission of crimes against public administration or public assets or in the commission of Transnational Bribery conduct.
• Due Diligence : refers to the constant and periodic review and evaluation process that must be carried out by the Obligated Entity according to the Risks of Corruption or Risks of Transnational Bribery to which it is exposed.
• Compliance Officer : is the natural person designated to lead and manage the TBEP. The same individual may, if so decided by the competent bodies of the Supervised Entity and if legally possible, assume functions in relation to other risk management systems, such as those related to the prevention of money laundering, terrorist financing and financing the proliferation of weapons of mass destruction.
• Transparency and Business Ethics Program or TBEP : it is the document that includes the Compliance Policy, the specific procedures in charge of the Compliance Officer, aimed at putting the Compliance Policy into operation, in order to identify, detect, prevent, manage and mitigate the Risks of Corruption or the Risks of Transnational Bribery that may affect a Supervised Entity, in accordance with the Risk Matrix, and other instructions and recommendations established in this Chapter.
• Transnational Bribery : It is the act by virtue of which a legal person, through its Collaborators, administrators, Associates, Contractors or Subordinated Companies, gives, offers or promises to a foreign public servant, directly or indirectly: sums of money, objects of pecuniary value or any benefit or utility in exchange for said public servant performing, omitting or delaying any act related to their functions and in relation to an international business or transaction.

For the design and establishment of the TBEP, the regulatory standards issued by the different surveillance and control agencies of the State have been taken into account, in addition to other non-governmental entities and internal policies, such as the Code of Ethics and Conduct of PRODUCCIONES QUÍMICAS SA and SUN ACE PQ SAS, which have been updated.
Among other regulations, the Transparency and Business Ethic Program of PPRODUCCIONES QUÍMICAS SA and SUN ACE PQ SAS takes into account:

• Law 1474 of 2011 – Colombian Anti-Corruption Statute
• Law 1778 of 2016 – By which rules are issued on the responsibility of legal entities for acts of transnational corruption.
• Decree 124 of 2016 – By which Title 4 of Part 1 of Book 2 of Decree 1081 of 2015 is replaced, relating to the “Anti-Corruption and Citizen Assistance Plan”.
• Law number 2195 of 2022 – Measures regarding transparency, prevention and fight against corruption and other provisions are issued.
• Circular 100-000011 of 2021 SuperSociedades – Through which administrative instructions and recommendations are given aimed at implementing transparency and business ethics programs.

4.1. Board of Directors:

• Issue and define compliance policies.
• Implement compliance policies and approve the Transparency and Business Ethics Program and all updates that are necessary in the operation and/or suggested by the compliance officer in charge and/or subsequent regulations.
• Select and appoint the Compliance Officer.
• Organize and guarantee the technical, logistical and human resources necessary to implement and maintain the operation of the PTEE, according to the requirements made for this purpose by the compliance officer in charge.
• Assume a commitment aimed at preventing Transnational Bribery, as well as any other corrupt practice, so that the company can carry out its business in an ethical, transparent and honest manner.
• Order the pertinent actions against the Administrators and Associates who have management and administration functions in the company, when any of the above violates the provisions of the Transparency and Business Ethics Manual.
• Lead an appropriate communication and pedagogy strategy to guarantee effective dissemination and knowledge of the Compliance Policies and the Program to employees, associates, contractors (in accordance with the Risk Factors and Risk Matrix) and other identified interested parties.

4.2. Legal representative:

• Present with the Compliance Officer, for approval of the board of directors or the highest corporate body, the PTEE proposal.
• Ensure that the PTEE is articulated with the Compliance Policies adopted by the board of directors.
• Provide effective, efficient and timely support to the Compliance Officer in the design, direction, supervision and monitoring of the PTEE.
• Certify before the Superintendency of Companies compliance with the provisions of Chapter XIII of the Basic Legal Circular of said Superintendency, when required by this entity.
• Ensure that the activities resulting from the development of the PTEE are duly documented, so that the information meets criteria of integrity, reliability, availability, compliance, effectiveness, and efficiency.
and confidentiality. The documentary supports must be kept in accordance with the provisions of article 28 of Law 962 of 2005, or the rule that modifies or replaces it.

4.3. Compliance Officer :

• Present with the legal representative, for approval of the Board of Directors, the proposal of the TBEP or its modifications, as the case may be.

• Ensure that the TBEP is articulated with the Compliance Policies adopted by the Board of Directors.

• Present at least once a year reports to the Board of Directors, which must contain at least an evaluation and analysis of the efficiency and effectiveness of the TBEP and, if applicable, propose the respective improvements. Likewise, demonstrate the results of your management as Compliance Officer and the administration of the Obligated Entity, in general, in compliance with the TBEP.

• Ensure effective, efficient and timely compliance with the TBEP.
• Present with the Legal Representative for approval of the Board of Directors, the proposal of the Manual for the Execution and Operation of the TBEP or its modifications.
• Present, at least once a year, a report to the Board of Directors. At a minimum, the reports must contain an evaluation and analysis of the efficiency and effectiveness of the TBEP and, if applicable, propose the respective improvements. Likewise, demonstrate the results of the management of the Compliance Officer and the administration of the Organization, in general, in compliance with the TBEP.
• Ensure that the TBEP is articulated with the Compliance Policies adopted by the Board of Directors.
• Ensure effective, efficient and timely compliance with the TBEP.
• Implement a Risk Matrix and update it according to the Organization’s own needs, its risk factors and the materiality of the risk.
• Define, adopt and monitor actions and tools for the detection of C/TB risk, in accordance with the Compliance Policy to prevent C/TB Risk and the Risk Matrix.
• Ensure the implementation of appropriate channels to allow anyone to confidentially report breaches of the TBEP and possible suspicious activities related to Corruption.
• Verify the due application of protection to whistleblowers, and with respect to employees, verify the workplace harassment prevention procedures in accordance with the law.
• Establish internal investigation procedures in the Organization to detect breaches of the TBEP and acts of Corruption.
• Coordinate the development of internal training programs
• Verify compliance with Due Diligence procedures.
• Ensure the proper filing of documentary supports and other information that is the responsibility of the Company areas, related to the management and prevention of C/TB risk.
• Design the risk classification, identification, measurement and control methodologies that will be part of the TBEP.
• Carry out the evaluation of compliance with the TBEP and C/TB risks to which the Organization is exposed.

4.4. Fiscal Auditor:
• Report to the competent authorities any act of Corruption that comes to your attention in the course of your duties.
• Inform the corporate bodies and administration of the Organization of any acts of Bribery or Corruption that are found.
• Pay special attention to alerts that may give rise to suspicion of an act related to a possible act of Corruption.

4.5. Managers and Directors:
• Know, understand, comply with and apply this Manual in the areas under your responsibility.
• Execute the controls designed to prevent and control the C/ST risks under your responsibility and leave evidence of compliance.
• Promote attendance at training sessions that are scheduled on the policies and procedures related to the topics of this manual.
• Inform the Compliance Officer about new identified risks and propose and implement action or treatment plans, to prevent or reduce the occurrence or consequences of the identified risk situations.
• Report to the Compliance Officer the failures or weaknesses identified in C/ST risk management, in order to coordinate corrective or improvement actions.
• Report promptly through the channels provided for this purpose, any event related to acts of Corruption and Bribery (National and Transnational).
• Timely declare conflicts of interest in the development of their functions and responsibilities, as well as those reported by their subordinates.
• Respond to information requirements from the Compliance Officer.

4.6. General Employees
• Know, understand, comply with and apply this Manual.
• Execute the controls designed to prevent and control the C/ST risks under your responsibility and leave evidence of compliance.
• Report through the available channels, any type of suspicious actions related to crimes linked to corruption, bribery and transnational bribery.
• Report unethical behavior, declare possible conflicts of interest in the performance of their duties and raise questions to the Compliance Officer when ethical dilemmas arise.
• Cooperate in investigations related to acts of corruption, bribery and transnational bribery that are carried out.

t has been reviewed and verified that the detailed Stages of C/ST Risk Management have been taken into account. The Organization regulates the following aspects:

1. Identification and evaluation of C/ST Risk
2. General policies and procedures for C/ST Risk management
3. Disclosure and documentation
4. Tracking and monitoring

In order to address its own risks, PRODUCCIONES QUÍMICAS S.A. and SUN ACE PQ S.A.S., have carried out an analysis of their operation taking into account their environment.
To carry out the aforementioned analysis, The Organization has established the INTERNAL AND EXTERNAL CONTEXT in which its particular characteristics are determined such as type of industry and company, geographical field of action, types of products, markets, risks and impacts of its activities, The importance of mitigating the risk to which the Company is exposed of being used as a vehicle for corruption and bribery activities is explicitly highlighted.
The Organization has established through AD.31 RISK MANAGEMENT PROCEDURE the methodology to carry out the analysis that allows identifying the risks associated with C/ST, the way to segment the risk factors and their classification, the evaluation criteria regarding the Threat, Vulnerability, Probability, Impacts and consequences The Organization identifies the risks it faces regarding the possibility of being involved in illegal activities and the risk of C/ST through the RISK EVALUATION MATRIX – CONTROL AND SECURITY MANAGEMENT in Sinergy, which It is developed based on the analysis of your supply chain and establishes the controls associated with the identified risks, seeking to minimize or eliminate them.

The organization supports its management systems and provides tools to control its processes by establishing procedures.
In the case of C/ST risk, the Organization has policies, procedures and guidelines that address the identified hazards.

7.1. C/ST Risk Due Diligence

Appropriate knowledge or Due Diligence of employees, contractors and associates of the Organization involves an adequate and timely analysis of personal information, characteristics of economic activities and participation in different markets.
The responsibility for carrying out effective Due Diligence lies with the areas of the Organization that carry out the counterparty contracting process. This Due Diligence includes both validation in lists and commercial, reputational and sanctioning records in administrative, legal, criminal or disciplinary matters that have affected, affect or may affect the people subject to due diligence. This must be done before having a commercial or contractual relationship and when there are warning signs.

The Organization has defined the following procedures which contain the necessary elements to identify and evaluate the counterparty and identify warning signs that are related to C/ST risks, which are found in our integrated SGI management system:
AD.09 – Procedure for selection and hiring of Personnel
AD.11 – Personnel information update procedure
VE.01 – Client relationship procedure
CO.02 – Selection and Maintenance of Suppliers
CO.04 – Control and evaluation of Supplier performance
List of critical positions
Critical Position Identification Matrix
List of critical suppliers

7.2. Code of Ethics and Conduct

With the aim of strengthening the procedures and actions taken to prevent and control the risk of C/ST, act in a transparent and ethical manner, and make explicit the guidelines of behavior expected by employees, contractors and associates of the Organization, adopted the Code of Ethics and Business Conduct that contains the expected principles of conduct, complementing the obligations contained in the Internal Labor Regulations, contractual agreements and the applicable Laws. This document details the guidelines related to:
– Conflicts of Interest
– Receipt and offers of gifts and hospitality.
– Use and reservation of information
– Rejection of bribery practices
– Report suspicious situations

7.3. Political Contribution and Donations

The Organization does not finance or promote political parties, nor their representatives or candidates. Likewise, it does not sponsor conferences or activities that have political propaganda as their purpose. Likewise, they refrain from promoting political candidates or parties directly or indirectly. The diversion of social investment money, donations or sponsorships towards political activities or activities unrelated to the purposes established by the Organization is also prohibited.
Contributions to social investment, donations and sponsorships that do not have political purposes are permitted activities for Producciones Químicas S.A. and Sun Ace PQ S.A.S, and can be exercised as long as they are aligned with corporate policies. To prevent these legal activities from ending up having political purposes, a rigorous due diligence process must be carried out that allows us to know the recipients, their activities, operations, businesses or beneficiaries.

7.4. Remuneration and payment of commissions

The remuneration and payment of commissions of the related personnel corresponds strictly to what was agreed in the respective contractual relationship with Producciones Químicas S.A. or Sun Ace PQ S.A.S. and the current legal regulations applicable to it. With regard to contractors, its scope is limited to what is strictly established in the respective contracts or purchase and/or service orders. Payments for these concepts will be duly supported by invoices prepared according to the established terms. Any addition or modification must be stated in writing. It is prohibited to grant or receive commissions for personal benefit at the expense of the Organization.

7.5. Food, lodging and travel expenses

The trips made by the Organization’s Employees must strictly comply with the exercise of their functions in the Organization. In this sense, for the recognition of travel expenses, the list of expenses with their respective supporting documents must be provided. Invitations may not be made to national or foreign public officials; if required, prior approval must be obtained from the area Manager or Compliance Officer.

7.6. Warning signs

Warning signs are those situations that, when analyzed, fall outside the particular behaviors of clients or the market, being considered atypical and, therefore, requiring further analysis to determine if there is a possible C/ST risk.

a. In the analysis of accounting records, operations or financial statements:
– Invoices that appear to be false or do not reflect the reality of a transaction or are inflated and contain excess discounts or refunds.
– Foreign operations whose contractual terms are highly sophisticated.
– Transfer of funds to countries considered tax havens.
– Operations that do not have a logical, economic or practical explanation.
– Operations that go beyond the ordinary course of business.
– Assets or rights, included in the financial statements, that do not have a real value or that do not exist.
– Carry out transactions with natural or legal persons that are not fully identified or provide false, incomplete or misleading commercial contact information. Vague or evasive information about the source of funds to carry out the transactions or activities.
– Commercial operations with people included in binding lists
– Celebrate operations, businesses or contracts without leaving documentary evidence of them.
– Due diligence reveals false information from the counterparty.
– The counterparty refuses to comply and/or agree with the company’s compliance area with applicable laws or company policies.

b. In the corporate structure or corporate purpose:
– Complex or international legal structures without apparent commercial, legal or fiscal benefits or owning and controlling a legal entity without a commercial objective, particularly if it is located abroad.
– Legal entities with structures where there are national trusts or foreign trusts, or non-profit foundations.
– Legal entities with “off shore entities” or “off shore bank accounts” structures.

– Non-operational companies under the terms of Law 1955 of 2019 or that due to the development of business can be considered “paper” entities, that is, they do not reasonably fulfill any commercial purpose.
– Companies declared as fictitious suppliers by the DIAN.
– Legal entities where the Final Beneficiary is not identified.

c. In the analysis of transactions or contracts:
– Frequently resort to consulting, intermediation contracts and the use of joint ventures.
– Contracts with Contractors or state entities that give the appearance of legality that do not reflect precise contractual duties and obligations.
– Contracts with Contractors that provide services to a single client.
– Unusual losses or gains in contracts with Contractors or state entities or significant changes without commercial justification.
– Contracts that contain variable remuneration that is not reasonable or that contain payments in cash, Virtual Assets or in kind.
– Payments to Politically Exposed Persons or people close to them.
– Payments to related parties (Associates, Employees, Subordinated Companies, branches, among others) without apparent justification.

d. Red flags regarding employees
– An official of an entity who avoids certain internal or approval controls established for certain operations, products or services.
– An official of an entity who omits verification of the identity of a counterparty or does not compare his or her data with the records provided in the entity’s formats or databases.
– Official of an entity who frequently receives gifts, invitations, and gifts from certain clients or counterparties without a clear and reasonable justification.
– Official of an entity, especially a commercial advisor, who provides preferential, exclusive and permanent services or exempts a client from certain controls with the argument that he is ‘quite well known’, ‘referred from another entity’, ‘just trust me’ ‘, ‘I advise you on all your businesses’ or similar.

The Organization will carry out training on the PTEE, within the induction processes and the annual training plan for Employees. In the event that a situation arises that requires modification of the PTEE, due to the identification of new risks of Transnational Bribery and other corrupt practices, it will be necessary to carry out specific training for those Employees who, due to their role, are exposed to C/ST Risk. The training is carried out with the objective of raising awareness about the importance of preventing and controlling the risks of Transnational Bribery and other corrupt practices.

The Organization will design a communications plan to make the Program known to all Shareholders, Employees, Clients, Suppliers, Contractors and other interest groups. Likewise, a strategy will be structured to maintain and strengthen the culture of integrity, compliance and transparency, which will be focused mainly on its Employees and interested parties. Disclosure of the Transparency and Business Ethics Program must be carried out through publication in Sinergy and the company’s website, guaranteeing its access and knowledge to all interest groups.

Employees, Associates, Clients, Suppliers, Contractors and other interested parties, internally and externally, must denounce and/or report any Act of Corruption and/or Transnational Bribery that they know of and that may affect the Company following the guidelines and channels described. in document AD.12 – Procedure for reporting illicit substances and suspicious situations.
On the other hand, the Superintendency of Companies has made available the following reporting channels in the event that acts of corruption and transnational bribery are identified that are committed by Colombian legal entities or branches in Colombia of foreign legal entities.

• Superintendency of Companies: channel for reporting transnational bribery available at the following link:
https://www.supersociedades.gov.co/delegatura_aec/Paginas/Canal-de-Denuncias-SobornoInternacional.aspx.
By email to: investsob@supersociedades.gov.co

• Transparency Secretariat: channel for complaints about acts of corruption available at the following link: http://www.secretariatransparencia.gov.co/observatorio-anticorrupcion/portal-anticorrupcion

The Organization will carry out an internal audit at least once a year, as a preventive mechanism within the internal control system, in order to identify aspects for improvement in the management of the risk of corruption and transnational bribery.

The functions of the internal audit in relation to the PTEE are the following:

• Evaluate the effectiveness and compliance of the PTEE.
• Include within your annual audit plans the review of the effectiveness and compliance of the PTEE, in order to serve as a basis for both the Compliance Officer and the Administration to determine the existence of deficiencies in the PTEE and their possible solutions. 
• Communicate the results of said internal audits to the legal representative, the Compliance Officer and the board of directors.

Any violation of the procedures and guidelines contained in this Program, whether actively or by omission of their duties, will entail for the shareholder, member of the Board of Directors, or Worker who violates them, the imposition of the corresponding sanctions in each case, in accordance with the provisions of the Substantive Labor Code, the Internal Labor Regulations and/or current regulations, without prejudice to any legal liability actions that may arise, which will be carried out by the representatives of the Organization.

Likewise, any violation of the procedures and standards contained in this Program by Third Parties will be investigated and sanctioned by Producciones Químicas S.A. and/or Sun Ace PQ S.A.S, in accordance with current regulations and/or what is defined in the contract signed between the parties. For the purposes of grading the sanction, factors such as repeat offenses, losses for the Company or for clients, among others, will be taken into account.

Producciones Químicas S.A. y Sun Ace PQ S.A.S. maintains the necessary documentation for the effectiveness of the PTEE and C/ST risk management, in addition to the documentation required by the BASC Standard on which our Control and Safety Management System (SGCS) is based. For the creation, updating and control of the documentation covered by the PTEE and the SGCS, the guidelines contained in document CC.02 DOCUMENT AND FILE CONTROL PROCEDURE are followed.