Policy Number 1 : / Ethics Policy
Policy Number 2 : / Protection of Assets and Human Resources Policy
Policy Number 3 : / Financial Practices, Transparency and Investment Policy
Policy Number 4 : / Due Diligence Policy
Policy Number 5 : / Anti-Corruption and Anti-Bribery Policy
Definitions
All capitalized terms and expressions used in any of the aforementioned policies shall bear the meaning assigned to them herein or in the text of the policy, as applicable.
“Group Murr” means, together, Group Murr Holding Sal and any of its affiliates and subsidiaries, that is to say companies which Group Murr Holding Sal controls directly or indirectly, through the ownership of 51% or more of the share capital thereof, or the power to cause the decisional bodies of such entity to take decisions as directed by Group Murr Holding Sal.
“Group Murr Entity” means Group Murr Holding Sal or any affiliate or subsidiary thereof.
“Officers” means with reference to Group Murr Holding Sal or any of its affiliates or subsidiaries, its Chairman, any director or board member, and any other officer who performs a managerial function for Group Murr with executive authorities (e.g. CEO, CFO, COO etc.).
“Staff” means any employee of Group Murr.
Implementation and Entry Into Force and Effect
The policies referred to herein (the “Policies”) include a series of policies, processes and standards applied by Group Murr, directly or by way of adherence, prior to the formal adoption of the Policies.
The Policies consist of a compilation of existing policies, processes and standards, as updated and enhanced to match the highest applicable standards. They will enter into force effective January 2015 and will be implemented gradually through 2015.
TABLE OF CONTENTS
Policy number 1 : Ethics Policy 4
1. Accountability 4
2. Professional Excellence 4
3. Equal Opportunity 4
4. Compliance 4
Policy number 2 : Protection of Assets and Human Resources Policy 5
1. Risk Management Procedures 5
2. Risk Management Review 5
Policy number 3 : Financial Practices, Transparency and Investment Policy 6
1. Finance, Audit and Risk 6
1.1 Review Periodic Financial Statements 6
1.2 Plan External Audits 6
1.3 Evaluate Internal Accounting Controls 6
1.4 Evaluate Auditing and Accounting Principles and Practices 6
1.5 Consider Other Financial Matters 6
2. Fiscal Year and Audit 7
3. Financial Transparency 7
4. Investment Committee 7
5. Investment Parameters 7
Policy number 4 : Due Diligence Policy 8
1. Introduction 8
2. General Points on Due Diligence Standards and Procedures 8
2.1 Risk Based Approach 8
2.2 Identification and Assessment of Risks 8
2.3 Models and Frameworks that may be Established 8
2.4 Responsibility 8
3. Due Diligence Process 8
3.1 In General 8
3.2 The Due Diligence Principles 9
3.3 Due Diligence on Stakeholders 9
3.3.1 Working with Stakeholders 9
3.3.2 Know Your Stakeholder 9
3.3.2.1 Identify 10
3.3.2.2 Verify 10
3.3.2.3 Know what their Business is 10
Policy number 5 : Anti-Corruption and Anti-Bribery Policy 11
1. Scope 11
2. Definitions 11
3. Key Principles 11
4. Prohibitions 12
Policy number 1 : Ethics Policy
The present Ethics Policy is one element of a broader effort to create and maintain a quality foundation that gives ethical conduct the highest priority. It is not intended as a stand-alone policy. It does not embody the totality of Group Murr’s ethical standards, nor does it answer every ethical question or issue that might arise. This Ethics Policy will be reviewed periodically.
The conduct and level of integrity of Group Murrs’s Officers and Staff should be at the image of the proud values of Group Murr and their performance should never be achieved at the expense of high ethical standards. Group Murr’s Officers and Staff are committed to observing and promoting the highest standards of ethical conduct in the performance of their responsibilities. This Ethics Policy serves as a minimum guideline for ethical conduct and shall, with respect to each of the below titles:
1. Accountability
· Faithfully abide by the By-laws, Code of Good Governance and Internal Regulations (as and when in effect) and special policies of Group Murr;
· Exercise reasonable care, good faith, and due diligence with respect to the affairs of Group Murr;
· Fully disclose, at the earliest opportunity, information or facts that would have significance in decision-making;
· Remain accountable for prudent fiscal management to Group Murr and to governments.
2. Professional Excellence
· Maintain a professional level of courtesy, respect, and objectivity; and
· Strive to uphold excellence practices and highest standards of conduct.
3. Equal Opportunity
Ensure the right of all Staff members to fair and equal opportunities, without discrimination on the basis of gender, sexual orientation, disability, national origin, race, religion, age, political affiliation, or socioeconomic characteristics.
4. Compliance
Ensure full compliance not only with the letter but also with the spirit of the applicable rules in order to guarantee the highest ethical standards.
Originally approved in December 2014
Policy number 2 : Protection of Assets and Human Resources Policy
Group Murr anticipates putting in place adequate plans to protect its assets, its property, financial and human resources, programmatic content and material, and its integrity and reputation against damage or loss.
Accordingly, the Board will regularly evaluate and consider Group Murr’s need (i) for general liability and Officer’s liability insurance coverage based on its program activities and financial capacity as well as (ii) to take other actions necessary to mitigate risks (i.e. establishing reserve funds to absorb minor losses).
1. Risk Management Procedures
Group Murr shall adhere to risk management procedures. As such, Group Murr shall:
· set the levels of risk tolerance once a year and the limits of such risk and monitor the risk taken within the tolerance levels;
· set and periodically update the risk management plan;
· review the implementation of the risk management plan at least once a year and ensure that the implementation of the risk management plan is monitored continually;
· ensure that frameworks and methodologies are implemented to increase the probability of anticipating unpredictable risks; and
· ensure that there are processes in place enabling complete, timely, relevant, accurate and accessible risk disclosure to concerned parties.
2. Risk Management Review
Group Murr, by its corporate decisional bodies, shall:
· review the adequacy of its internal controls and major financial risks or any significant exposures and accordingly assess the steps taken to minimize such exposures;
· oversee compliance with and (i) review the effectiveness of its internal control systems, including through regular executive sessions, (ii) whether internal control recommendations identified by internal and independent auditors have been implemented; and
· establish and oversee procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls, or auditing matters, as well as any compliance or risk issues.
Originally approved in December 2014
Policy number 3 : Financial Practices, Transparency and Investment Policy
Group Murr shall take appropriate measures to promote transparency and accountability in the management of its resources. Such measures shall encompass inter alia:
· procedure for the adoption of an annual budget and a business plan;
· timely reporting on revenue and expenditure;
· a system of accounting and auditing standards and related oversight;
· effective and efficient systems of risk management and internal control; and
· preservation of the integrity of accounting books, records, financial statements or other documents related to expenditure and revenue and prevention of the falsification of such documents.
1. Finance, Audit and Risk
Group Murr, by the relevant corporate decisional bodies, shall:
1.1 Review Periodic Financial Statements
Review, before or after publication, Group Murr’s periodic financial statements.
1.2 Plan External Audits
Consider, in consultation with the independent auditor, the scope and plan of forthcoming external audits.
1.3 Evaluate Internal Accounting Controls
Consider, in consultation with the independent auditor and the chief internal auditor, if any, the adequacy of Group Murr’s internal accounting controls.
1.4 Evaluate Auditing and Accounting Principles and Practices
Consider, when presented by the independent auditor or otherwise, material questions of choice with respect to the choice of appropriate auditing and accounting principles and practices to be used in the preparation of Group Murr’s financial statements.
1.5 Consider Other Financial Matters
Have power to inquire into any financial matters including the formulation of policies regarding investment and finance.
2. Fiscal Year and Audit
The fiscal year of Group Murr shall be January 1 through December 31, inclusive. After the close of each fiscal year of Group Murr, financial transactions of the corporation for the preceding fiscal year shall be reviewed or audited by certified public accountants, as applicable, and a report of the review or audit shall be made to Group Murr within one-hundred-twenty (120) days after the close of the fiscal year.
Group Murr should have Board-approved annual budget for its current fiscal year, outlining projected expenses for major program activities and administration to be tailored in such a way as to achieve or maintain financial stability of Group Murr.
3. Financial Transparency
As of September 2015,
The financial policy and governance practices of Group Murr should be described on the Web site and/or in annual reports in non-technical, understandable language.
Group Murr anticipates making available, upon request, complete annual financial statements prepared according to generally accepted accounting principles.
4. Investment Committee
Group Murr shall establish an investment committee which shall:
· establish and oversee an ongoing financial working group which would take the lead in the selection of investments.
· make investments among determined asset allocations and investment types; and
· report ongoing investment activity to the relevant corporate decisional bodies.
To fulfil its purposes, the investment committee should understand Group Murr’s investment goals, risk tolerance level and spending plans in order to develop an investment strategy to meet these goals.
5. Investment Parameters
The investment committee should make every effort to make investments consistent with the objectives of Group Murr taking into account the principle whereby Group Murr shall generate enough income to create cash reserves for its future and to sustain its activities.
Originally approved in December 2014
Policy number 4 : Due Diligence Policy
1. Introduction
Group Murr shall take necessary steps to establish appropriate due diligence on systems of assessment of collection of revenues based on transparency and prevention of financial crime, i.e. in particular corruption, bribery, money laundering and terrorist financing.
This Due Diligence Policy aims at making all the Officers of Group Murr aware of their legal duties and responsibilities in carrying out due diligence checks and monitoring in relation to Group Murr’s involvement with external bodies, individuals and corporations.
This policy helps explain Officers’ due diligence duties including their monitoring responsibilities so that Officers comply with legal requirements.
Reference to stakeholders in this Policy shall mean all and any external bodies, individuals and corporations transacting business with Group Murr other than a subscriber (the “Stakeholders”).
2. General Points on Due Diligence Standards and Procedures
2.1 Risk Based Approach
Group Murr’s legal duties and responsibilities apply to all corporate decisional bodies and Officers. However, the extent, form and detail of the due diligence that is required will depend on the nature of the risks in the particular circumstances.
2.2 Identification and Assessment of Risks
Group Murr is likely to identify and consider risk in the context of its day-to-day activities and incorporate this in its management processes and decision making, and further determine whether the systems and procedures in place are adequate, reasonable and proportionate.
Risks may take a number of forms, including e.g.:
· operational;
· financial;
· reputational;
· external; and
· compliance with the laws and regulations where an Group Murr Entity operates.
2.3 Models and Frameworks that may be Established
· risk management strategy, which is reasonable in light of the size of Group Murr;
· risk management processes;
2.4 Responsibility
Shared or distributed between the corporate decisional bodies, committees and Officers of Group Murr, as applicable.
3. Due Diligence Process
3.1 In General
Group Murr established the following procedures and mechanisms:
· reasonable and appropriate steps to know who the stakeholders are, appropriate checks where the risks are high and clear assessment criteria which are consistently applied;
· careful consideration to what due diligence, monitoring and verification of origin of funds received by Group Murr that the latter needs to carry out to meet its legal duties;
· appropriate internal and financial controls to ensure that all funds collected by Group Murr are fully accounted for;
· proper and adequate financial records for both the receipt and use of all funds together with audit trails of decisions made; and
· collection and receipt of funds through banks, identification of the identity of the payer, reliance on the banks’ control and compliance systems in relation with collection of revenues and deposits and reduction of cash dealings to the maximum extent possible.
Due diligence will usually involve judging the quality and completeness of information obtained and then deciding whether further checks or enquiries are necessary.
3.2 The Due Diligence Principles
The Due Diligence principles set out key principles that will help the Officers to carry out their legal duties and manage the risk to Group Murr’s assets.
Applying the Due Diligence principles will help the Officers to be reasonably confident that they know the people and organisations they work with, are assured of the provenance of funds paid to Group Murr, and are able to identify and manage any associated risk.
To satisfy the core elements of due diligence, and to the extent possible, Officers must take reasonable steps to ensure they:
· Identify - know who Group Murr is dealing with;
· Verify - where reasonable and the risks are high, verify identities;
· Know - Know what the organisation’s or individual's business is and can be assured this is appropriate for Group Murr to be involved with;