Anti-Corruption Policy

1 Purpose of the guideline

The reputation of Megatron GmbH is based on the trust that customers, business partners, authorities, media, public opinion, shareholders and employees have in our honesty and lawfulness. ²Any form of corruption in connection with our business activities can have serious consequences. In addition to significant reputational harm, these can include criminal penalties, heavy fines against Megatron GmbH, involved employees and responsible managers, revocation of regulatory permits, exclusion from contract awards or vendor lists, and skimming of excess proceeds from corrupt conduct.

The purpose of this policy is to prevent corruption in connection with the business activities of Megatron GmbH. The goal is to refrain from any form of corruption, to intervene against it and to take all necessary measures to prevent corruption in connection with the business activities of Megatron GmbH. This also includes all actions that could create the impression of corruption in other persons.

Megatron GmbH warrants that no person will be terminated, reassigned to a lesser position, suspended, threatened, harassed or discriminated against in any way as a result of compliance with this policy, even if compliance results in the loss of business or other business-damaging consequences.

Rather, we encourage reporting any identified or suspected violations of this policy to., stating your own name or via our anonymous reporting box. In no case will sanctions of any kind be taken against the person reporting in good faith.


2 Scope of application

This Anti-Corruption Policy applies to Megatron GmbH. It is mandatory for all employees, managing directors, other executives, freelancers and employees of our business partners (customers, suppliers, manufacturers, cooperation partners, service providers, etc.) to comply with it.


3 Legal anti-corruption rules

3.1 Corruption is the direct or indirect granting, demanding, inducing, accepting and promising of advantages to employees or agents of current or future business partners, to public officials or persons equivalent to them (public officials) for the purpose of obtaining unjustified business advantages or to induce a decision-maker to violate his professional duties.

Examples of unjustified business advantages are:

  • Awarding a contract despite a higher price or lower quality,
  • preferential treatment despite the same conditions as competitors, or
  • preferential treatment in terms of supply (conditions, deadlines, quantities).

Advantages in terms of conditions, such as discounts and rebates, which are officially agreed with the contractual partner and documented, are not illicit advantages.
As a general rule, criminal liability for corruption does not require that prohibited benefits have actually been provided or received. Rather, it is already the offering or promise or the solicitation or demand of benefits for an illicit purpose that is punishable.

3.2 There are various legal anti-corruption regulations worldwide. Megatron GmbH regards these as minimum standards in their respective areas of application. More extensive internal regulations, such as those contained in this guideline, always take precedence.

In Germany, anti-corruption rules can be found, for example, in

  • § Section 299 of the German Criminal Code (StGB) (bribery and corruption in business transactions)
  • § Section 331 StGB (acceptance of benefits by public officials),
  • § 332 StGB (corruptibility of public officials),
  • § 333 StGB (granting of advantages to public officials),
  • § Section 334 StGB (Bribery of public officials),
  • § 261 StGB (money laundering)
  • § Section 266 StGB (breach of trust)

In addition, there are regulations on corporate due diligence from the Money Laundering Act, the Tax Code and the tax requirements for proper invoices.

Also relevant for Megatron GmbH and therefore to be observed are:

  • the United States Foreign Corrupt Practices Act of 1977 (FCPA) – because, as the US understands it, US jurisdiction is not limited to US territory when dealing with transactions that affect US competitive interests, use the US dollar as the transaction currency, took place with the participation of US citizens or persons with permanent US residency, or have other relationships with the US, such as share ownership by US investors.
  • the UK Bribery Act of 2010 – if a German company conducts business in the UK, it may be subject to UK prosecution for foreign bribery liability because of “close links” to the UK, even if the actual location of the crime is not in the UK or no UK entity of the German company or its employees were involved in the bribery.


4.1 Principles on events and business meals

For events or business dinners organized by business partners or by Megatron GmbH, the following applies in principle:

  • The organizing company must be represented at the event or business dinner itself, through content-related topics or through the presence of a representative.
  • Invitations may only be sent to business addresses, never to private addresses.
  • Family members may not be invited
  • No concrete negotiations with the business partner may take place at present; one may not participate at present in a tender of the business partner.
  • At most, there should be a small supporting program that goes beyond the communication of IT topics; pure “fun events” should be avoided.
  • The value limit of € 100.00 (incl. VAT) per event or business meal must not be exceeded.
  • The inviting party may not bear any travel and hotel costs over and above the actual event costs (premises, food).
  • No gifts exceeding low-value promotional items may be distributed at the event or business dinner.


4.2 Gifts to employees or to business partners from the private sector

The granting of gifts to Megatron GmbH employees by business partners or to business partners from the private sector is permitted if the value is less than 40.00 (incl. VAT). Gifts must always be sent to the business address and may not be in the form of cash or vouchers.


4.3 Special regulation for benefits to public officials

For public officials or persons treated as such, an advantage for the performance of official duties that is not permitted under the official’s official regulations may in itself be punishable, even if no unjustified advantages are obtained as a result or the official was not intended to be induced to breach his official duties. The same applies if the unlawful advantage was merely intended to induce the public official to properly perform his official duties, as is the case with so-called facilitation payments. Persons who perform public administration duties on behalf of a public authority or other body or who have been formally obligated to comply with the law (e.g. auditing engineers, employees of municipal or state utilities, health care or infrastructure companies in managerial positions, employees of savings banks or state banks in managerial positions) are treated as equivalent to public officials.

Persons who perform public administration tasks on behalf of a public authority or other body or who have been formally obligated to comply with the law (e.g. auditing engineers, employees of municipal or state utilities, health care or infrastructure companies in managerial positions, employees of savings banks or Landesbanken in managerial positions) are treated as equivalent to public officials.


5 Related preparatory and deceptive acts

Acts of corruption are usually carried out in a covert manner, from funds that are not subject to proper financial controls within the company (so-called “black accounts”) and in such a way that the appearance of legal business activities is maintained to the outside world. Corruption is therefore often associated with other crimes, such as tax evasion (fictitious invoices as business expenses), embezzlement (creating or tolerating black accounts), fraud (fictitious invoices), money laundering (payments to fictitious addresses, shell companies or on fictitious invoices) or betrayal of business secrets (preferential information in bidding situations).

The conduct prohibited under this Directive and the due diligence requirements for the prevention of corruption required under this Directive therefore extend not only to the direct measures taken to grant or demand an advantage, but also to the associated preparatory and deceptive acts in accounting, accounts payable management, margin calculation, purchasing, bid or tender preparation or order or project design.


6 Contributions to charitable causes, sponsoring

The target of corruption does not have to receive the benefit directly himself. Benefits that flow to third parties but are of importance to the target person may also be punishable. Examples include a donation to a sports club or to a charitable organization or cultural institution in accordance with the ideas of the target person and benefits to or for the benefit of family members.

Therefore, the following applies at Megatron GmbH: The managing director of Megatron GmbH alone decides on contributions to charitable causes and sponsoring. This applies in both directions, i.e. for donations and sponsoring by Megatron GmbH as well as for donations and sponsoring by a business partner on behalf of Megatron GmbH.


7 Suppliers and consultants

Suppliers and consultants shall always be selected after careful consideration of the following questions:

  • Has the customer proposed and insists on the engagement of the prospective business partner to support the intended business?
  • Is the service owed clearly and comprehensively defined?
  • Is the future business partner capable of providing the desired service?
  • Is the proposed compensation in line with the market?
  • Is a purely performance-based remuneration granted?
  • Are all registrations, permits or licenses for service provision in place?
  • Is the future business partner’s country of domicile or activity in a high-risk country for corruption?
  • Are public officials or persons closely associated with them likely to be involved in the proposed business?
  • Are the management, owners or senior employees involved in the future business partner?
  • Is the prospective business partner (incl. management, owner or country of domicile) listed on sanctions, terrorism, and/or embargo lists?
  • Has the future business partner accepted the Code of Conduct, or does it have its own,
    or does it have its own equivalent compliance rules, which it agrees to be reviewed by Megatron GmbH?


8 Accounting

An important prerequisite for preventing corruption is an accounting system that accurately records all payments made and received by the company.
and received by the company accurately and completely, so that they can be allocated to expense or income accounts.
revenue accounts can be allocated.

Equally important is an accounts payable management system

  • that only allows payments to creditors that have been properly recorded in the master data file and picks up particularly high-risk payments, such as payments to mail companies in off-shore centers or to bank accounts in a third country, for review; and
  • ensuring that only invoices that meet tax transparency requirements are paid, in particular
    • Full name and address of the invoicing party and recipient,
    • date, consecutive invoice number
      concrete designation of the quantity and type of goods or services supplied (description comprehensible to third parties: generic terms such as “services”, “consulting” are too vague)
    • time or period of delivery;
    • for transfer orders: reference to the invoice with details of the invoicing party, the invoice number, the purpose of the invoice and the payment recipient.

Accounting, accounts payable management and payment transactions are protected against unauthorized influence on the basis of a clear assignment of responsibilities with the help of separation of functions, dual control principle and password discipline.

9 Responsibility, training

9.1 Within the scope of the duties assigned to them, each manager has the primary responsibility as the “first line of defense” to prevent corruptive activities, to investigate all indications of possible corruption, to report them immediately to the Compliance Officer and to ensure to the best of his or her ability that the procedures designed to prevent the conditions for corruption are observed or introduced.

The Compliance Officer shall support, advise and monitor employees in fulfilling this responsibility with professional expertise, standard setting, advisory, training and case management activities. If, in his opinion, it should be necessary due to possible corruption risks, with regard to actual or potential incidents or as part of the follow-up management of such cases, he is also authorized to issue instructions to employees and managers and to collect all information which, in his opinion, is useful for the assessment, control or handling of corruption risks with regard to Megatron GmbH.

9.2 The Managing Director or, on his behalf, the Compliance Officer shall ensure that
Employees are regularly trained on the criminal nature of corruption, corruption risks, their obligations under this Policy and measures to prevent corruption.


10 Consequences of non-compliance

Violation of this policy by a business partner may result in immediate termination of all business relationships. Megatron GmbH also reserves the right to claim damages.

Any violation of the provisions of this Policy by an employee, director or other officer of Megatron GmbH may result in disciplinary action, including termination of employment without notice for cause. Megatron GmbH also reserves the right to claim damages in this case.

2 For reasons of better readability, only male designations are used in the following; this always refers to male, female and various persons.

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