Prevention of Corruption and Related Offenses

This document defines, in accordance with and for the purposes of Decree-Law No. 109-E/2021, of December 9th, which established the general regime for the prevention of corruption (hereinafter referred to as the "General Regime for the Prevention of Corruption" or "GRPC"), the set of principles, values, and rules of conduct regarding professional ethics in force at Ask Blue, Lda. (hereinafter referred to as "askblue" or "the company"), considering the criminal laws related to corruption and related offenses, as well as the risk assessment to which the company is exposed.

The General Regime for the Prevention of Corruption is part of the scope of the National Anti-Corruption Strategy 2020-2024, which established the following priorities:

  • Improve knowledge, training, and institutional practices regarding transparency and integrity.
  • Prevent and detect corruption risks in public action.
  • Engage the private sector in preventing, detecting, and repressing corruption.
  • Strengthen the coordination between public and private institutions.
  • Ensure more effective and uniform application of legal mechanisms regarding the repression of corruption, improve judicial system response times, and ensure the adequacy and effectiveness of punishment.
  • Produce and periodically disclose reliable information on the phenomenon of corruption.
  • Cooperate internationally in the fight against corruption.

askblue is a commercial company controlled by Ask Capital – Sociedade Gestora de Participações Sociais, Lda., which, aligned with the priorities identified in the National Anti-Corruption Strategy 2020-2024, has defined a compliance program consisting of a Corruption and Related Offenses Risk Prevention Plan that, in accordance with the provisions of the GRPC, covers the entire organization and activities of the group of companies it controls.
For the purposes set forth in the GRPC, Ask Capital – Sociedade Gestora de Participações Sociais, Lda. has appointed as the compliance officer for the corporate group, where askblue is integrated, one of its partners and a member of its management board, who, independently, permanently, and with decision-making autonomy, will ensure and control the implementation of the established compliance program, including the review and update of the Corruption and Related Offenses Risk Prevention Plan.

In this context, and to promote the transparency, impartiality, and effectiveness of the procedures and decisions adopted, askblue approves this Code of Conduct for the Prevention of Corruption and Related Offenses (hereinafter referred to as the "Code of Conduct"), through which a specific reporting channel is created for this type of illegal act and the rules regarding the internal training program of askblue are established. This program aims to ensure that all its executives and employees are familiar with and understand the policies and procedures for the prevention of corruption and related offenses implemented.

Application

The Code of Conduct is mandatory for all askblue executives and employees. Askblue’s service providers and subcontractors are required to comply with this Code of Conduct in accordance with the terms of the signed contracts with the company.

Principles and rules of conduct

Askblue governs its procedures and decisions based on the principles of transparency, impartiality and effectiveness. Consequently, it is prohibited for askblue’s executives and employees to engage in any acts of generosity on behalf of the company, as well as to promise, offer, or receive any advantage, whether direct or indirect, due to the exercise of their duties.
Askblue prohibits and will impose disciplinary sanctions on its employees for engaging in any acts that constitute, whether completed or attempted, any illicit acts considered as corruption or related offenses under the General Regime for the Prevention of Corruption.
For the purposes of the GRPC, corruption and related offenses are understood to include the commission of the following crimes:

i) ipassive corruption, foreseen and punished in the Article 373 of the Portuguese Penal Code with a prison sentence of 1 to 8 years, or with a prison sentence of 1 to 5 years if the act or omission of the official is not contrary to the duties of their position and the advantage is not owed to them (cf. I - i) of the Annex);"

ii) active corruption, foreseen and punished in the Article 374 of the Portuguese Penal Code with a prison sentence of 1 to 5 years, or with a prison sentence of up to 3 years or a fine of up to 360 days if the act or omission of the official is not contrary to the duties of their position (cf. I - ii) of the Annex);

iii) receiving and offering undue advantages, foreseen and punished in the Article 372 of the Portuguese Penal Code with a prison sentence of up to 5 years or a fine of up to 600 days, or with a prison sentence of up to 3 years or a fine of up to 360 days, depending on whether it is the receipt or the offer (cf. I - iii) of the Annex);"

iv) embezzlement, foreseen and punished in the Article 375 of the Portuguese Penal Code with a prison sentence of 1 to 8 years, or with a prison sentence of up to 3 years or a fine sentence, depending on the case, and if a more severe penalty does not apply to the agent under another legal provision (cf. I - iv) of the Annex);"

v) economic participation in a business transaction, foreseen and punished in the Article 377 of the Penal Code with a prison sentence of up to 5 years, or with a prison sentence of up to 6 months or a fine of up to 60 days, depending on the case (cf. I - v) of the Annex);

vi) extortion by a public official, foreseen and punished in the Article 379 of the Portuguese Penal Code with a prison sentence of up to 2 years or a fine of up to 240 days, or with a prison sentence of 1 to 8 years, if a more severe penalty does not apply to the agent under another legal provision, in cases where the act is committed through violence or threat with significant harm (cf. I - vi) of the Annex);

vii) abuse of power, foreseen and punished in the Article 382 of the Portuguese Penal Code with a prison sentence of up to 3 years or a fine, if a more severe penalty does not apply to the agent under another legal provision (cf. I - vii) of the Annex);

viii) breach of public duty (prevarication), foreseen and punished in the Article 11 of Portuguese Law No. 34/87, of July 16, with a prison sentence of 2 to 8 years (cf. I - viii) of the Annex);

ix) influence peddling, foreseen and punished in the Article 335 of the Portuguese Penal Code, depending on the case and, in some instances, if a more severe penalty does not apply to the agent under another legal provision, with a prison sentence of 1 to 5 years, a prison sentence of up to 3 years or a fine, or a prison sentence of up to 2 years or a fine of up to 240 days (cf. I - ix) of the Annex);

x) money laundering, foreseen and punished in the Article 368-A of the Portuguese Penal Code with a prison sentence of up to 12 years (cf. I - x) of the Annex); and"

xi) fraud in the obtaining or diversion of subsidies, grants or credit, foreseen and punished in the Articles 36 to 38 of the Portuguese Decree-Law No. 28/84, of January 20, with a prison sentence of 1 to 5 years and a fine of 50 to 150 days, and in particularly serious cases with a prison sentence of 2 to 8 years, or with a prison sentence of up to 2 years or a fine of up to 100 days, depending on the case of fraud in the obtaining of subsidies or grants, with a prison sentence of up to 2 years or a fine of no less than 100 days, or with a prison sentence of 6 months to 6 years and a fine of up to 200 days, depending on the case of diversion of grants, subsidies, or subsidized credit, and with a prison sentence of up to 3 years and a fine of up to 150 days, or with a prison sentence of up to 5 years and a fine of up to 200 days, depending on the case of fraud in the obtaining of credit (cf. I - xi) of the Annex).

The applicable criminal sanctions may be aggravated or there may be a waiver of penalty in accordance with the law and as set forth in some of the provisions contained in the annex (cf. II - xi) of the Annex).

By this Code of Conduct, the values and rules of conduct for all askblue managers and employees in matters of professional ethics are adopted, as follows:

  • Conflict of Interests: a conflict of interests is, for the purposes of the GRPC, "any situation in which there may reasonably be serious doubt about the impartiality of the conduct or decision of the member of the management body, executive, or employee." Any situation that could result in a conflict of interest, whether at the level of the independence or impartiality of executives, employees, service providers, or subcontractors, which could compromise the proper (independent and impartial) performance of their duties or the position/relationship of askblue with its partners, clients, or suppliers, must be immediately reported to the person responsible for regulatory compliance within the corporate group that askblue is part of. Askblue employees and their immediate family members must avoid any action or business relationship that could create conflicts between their own interests and those of the company, and they should not hold equity stakes in suppliers, clients, or competitors of askblue.
  • Relationship with third parties: askblue’s suppliers and partners must be selected based on defined criteria, in accordance with the needs, business strategy, and exposure to corruption and related offenses risks of askblue, and following the internal policies and procedures regarding responsibilities, supplier management models, and evaluation. Only authorized individuals may engage new partners and suppliers, considering the defined best practices, the absence of conflicts of interest, and clear and impartial criteria for the selection of suppliers or partners. Contracting conditions must align with market practices. Any act aimed at favouring or granting advantage to a specific partner or supplier, to obtain favours or benefits for oneself or third parties, is prohibited, as it goes against ethical and legal principles and promotes unfair competition.
  • Relationship with political parties: It is expressly prohibited to provide support, donations, or any other contributions to any political party on behalf of or in the name of askblue.
  • Gifts and invitations: Executives, employees, service providers, and any other individuals acting on behalf of or in the name of askblue must not accept or offer to clients, partners, or suppliers in general (including public entities or employees), in the course of their duties, any material or immaterial benefits, whether money, gifts, donations, or other benefits. Practices of courtesy and hospitality, carried out in good faith and in accordance with the customs of the Portuguese market, such as meals or invitations to events, are allowed as long as they are not intended to obtain or offer an advantage in a particular business and do not involve any entities, authorities, or public officials. The offering of gifts to clients, suppliers, and partners, as well as their receipt, requires prior approval from askblue, and it is expressly prohibited to accept or offer money or similar gifts (e.g., gift checks).
  • Sponsorship and donations: Sponsorships aim to promote and strengthen the askblue brand in the market, with clients, partners, suppliers, and candidates. Sponsorships for public events always require approval from the unit manager and, if not budgeted for and, consequently, not previously authorized, must be approved by the management body of askblue. Donations, to non-governmental entities for example (NGOs and social welfare institutions), made in the name or on behalf of askblue, must be carried out by individuals with the authority and power to do so. The assignment or provision of sponsorships or donations, in cash or in kind, on behalf of or in the name of askblue, is not allowed unless it has been previously reviewed and authorized by the management body of askblue.

Any act contrary to the provisions set forth in this Code of Conduct or that could be considered an act of corruption for the purposes of the General Anti-Corruption Regime (abuse of power, influence peddling, embezzlement, and other related offenses) must be reported by any employee, service provider, subcontractor or subcontracted party, client, supplier, or any person acting under the supervision and/or direction of askblue, through the means made available for this purpose and in accordance with the provisions established in the Whistleblowing and Reporting Policy in force at askblue.

Whistleblowing channels

Askblue, in compliance with the applicable legislation and, in particular, with the provisions of the Portuguese Law No. 93/2021, of December 20, regarding the protection of persons who report violations of Union law, has established a model for the submission and handling of reports and has instituted the procedures applicable to their receipt, registration, follow-up, and retention. Askblue provides its own whistleblowing channels that allow for the secure submission and follow-up of reports, ensuring their exhaustiveness, integrity, and retention, the confidentiality of the identity or anonymity of whistleblowers, and the confidentiality of the identity of third parties mentioned in the reports. Every report received and falling within the scope of the whistleblowing channels is handled in accordance with the defined procedure.

Reports of acts of corruption and related offenses must adhere to the principles outlined in the Whistleblowing and Reporting Policy, including the principles of good faith and substantiation. If the whistleblowing channel is misused indiscriminately or if it is determined that a report was made in bad faith (with facts known to be false or unsubstantiated) by an askblue employee, a disciplinary procedure may be initiated against the whistleblower.

Reports of acts of corruption and related offenses, as well as any issues related to this Code of Conduct or the compliance program of the corporate group to which askblue belongs, should be forwarded to the compliance officer of that group via the email address compliance@askblue.com.

Training

Askblue ensures internal training on the prevention of corruption and related offenses for all executives and employees, thereby ensuring the proper implementation of this document and awareness of the internal policies and procedures. The content and frequency of the training will be defined according to the level of exposure of executives and other employees to the identified risks.

Non-compliance situations

The practice of any act contrary to the provisions of this Code of Conduct or that may be considered an act of corruption or a related offense for the purposes of the General Anti-Corruption Regime will be considered a disciplinary offense and will trigger the initiation, under the provisions of the Portuguese Labor Code, of a disciplinary procedure in which the following disciplinary sanctions may be applied:

  • Reprimand;
  • Recorded reprimand;
  • Financial penalty;
  • Loss of vacation days;
  • Work suspension with loss of salary or seniority;
  • Dismissal without indemnity or compensation.

The disciplinary sanction will be proportional to the severity of the offense and the culpability of the offender.

For each violation, a report will be made, which will include the identification of the violated rules, the sanction applied, as well as the measures taken or to be taken to mitigate the impact of the committed offense.

The handling of violations will be subject to the provisions of the General Anti-Corruption Regime, under the Portuguese Law No. 93/2021, of December 20, and Regulation (EU) 2016/679 concerning the protection of individuals regarding the processing of personal data and the free movement of such data.

Approval

This Code of Conduct formalizes the strategy approved for the Prevention of Corruption by the Executive Committee in April 2024, as well as the commitment to the applicable requirements. The Code will be reviewed every three years or whenever there are internal and/or external changes with significant impacts on it.

Code of Conduct - Prevention of Corruption and Related Offenses (with Annexes)

Prevention Plan - Corruption Risks and Related Offenses

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