Management of the Self-control System and Comprehensive Risk Management of Money Laundering, Financing of Terrorism and Financing of the Proliferation of Weapons of Mass Destruction – SAGRILAFT

INTRODUCTION

BELL CHEM INTERNACIONAL SAS , a chemical products marketer, understands and identifies with national and international authorities and organizations in relation to Money Laundering (“ML”), Terrorist Financing (“FT”) and the Financing of Proliferation of Weapons of Mass Destruction (“FPWMD”). The Company understands that the best way to contribute to the fight against ML/TF/FPWMD, and comply with its regulatory obligations, is to define policies and procedures appropriate to the circumstances of The Company.

GOALS

General objective

Through this Manual, the Company seeks to establish a guide document and procedure so that the different processes are oriented against the risks of ML/FT/FPWMD.

Scope

The Company’s SAGRILAFT Manual is addressed to all shareholders and their counterparts (Shareholders, employees, customers, Suppliers and related third parties).

Control of the SAGRILAFT Manual

It is the responsibility of the Legal Representative and the Compliance Officer of the Company to present the SAGRILAFT Manual for the Self-control System and Comprehensive Risk Management of Asset Laundering and Terrorism Financing to the Highest Corporate Body for its approval, as well as guarantee the disclosure, update and execution of what is contained in this document within the Company.

LEGAL FRAMEWORK

The SAGRILAFT Manual is based on the regulatory frameworks and especially those provided for in the Political Constitution of Colombia, the Law, decrees, administrative acts and external Circular 100-000016 of December 24, 2020 – Comprehensive Modification to Chapter X of the Basic Legal Circular.

AREA OF APPLICATION

This Manual is addressed to Employees, shareholders, customers, suppliers and contractors and other third parties that have a legal or contractual relationship with the Company.

DEFINITIONS

Notwithstanding those terms that are defined throughout the Manual, the applicable glossary for this document is set out below. The definitions indicated here apply and are interpreted regardless of whether the term is used singularly or plurally.

Geographical area or jurisdiction: it is the area of the territory where the Company develops its activity (main domicile).
Final Beneficiary: is the natural person(s) who ultimately owns or controls a Company or the natural person in whose name a transaction is made. It also includes the person(s) who exercise effective and/or final control, directly or indirectly, over a legal person or other structure without legal status.
Counterparty: is any natural or legal person with whom the Company has commercial, business, contractual or legal ties of any kind. Counterparties include, but are not limited to, associates, employees, customers, contractors, and suppliers of Company Products.
Due Diligence: is the process by which the Company adopts measures for the knowledge of the Counterpart, its business, operations, and Products and the volume of its transactions, which is developed established in numeral 5.3.1 of Chapter X of the Circular 100-000016 of December 24, 2020.
Intensified Due Diligence: is the process through which the Company adopts additional measures and with greater intensity for the knowledge of the Counterpart, its business, operations, Products and the volume of its transactions, as established in numeral 5.3.2 of the Chapter X, of Circular 100-000004 of April 9, 2021.
Financing of Terrorism or FT: is the crime regulated in article 345 of the Colombian Penal Code (or the regulation that replaces or modifies it).
Financing of the Proliferation of Weapons of Mass Destruction or FPWMD: is any act that provides funds or uses financial services, in whole or in part, for the manufacture, acquisition, possession, development, export, transfer of material, fractionation, transportation, transfer , deposit or dual use for illegitimate purposes in contravention of national laws or international obligations, when the latter is applicable.
ML/TF/FPWMD Risk Factors: are the possible elements or causes that generate the ML/TF/FPWMD Risk for any Obliged Company. The Obligated Company must identify them taking into account the Counterparts, Products, activities, channels and jurisdictions, among others.
FATF: is the International Financial Action Task Force. Intergovernmental group created in 1989 with the purpose of issuing standards to the countries for the fight against ML, FT and FPWMD.
LA/FT/FPADM: Means Money Laundering, Financing of Terrorism and Financing of the Proliferation of Weapons of Mass Destruction.
Money Laundering or ML: is the offense defined in article 323 of the Colombian Penal Code (or the rule that replaces or modifies it).
Binding Lists: Control List of mandatory review by entities in Colombia, including The Company. To date, they are:
The one prepared by the United Nations Security Council and those prepared by the different Sanctions Committees of said body.
United States of America terrorist lists.
The European Union list of Terrorist Organizations.
The European Union List of Persons Classified as Terrorists.
ML/TF/FPWMD Risk Matrix: is one of the instruments that allows a Company to identify, identify, segment, evaluate and control the ML/TF/FPWMD Risks to which it could be exposed, according to the Risk Factors ML/FT/FPWMD identified.
Compliance Officer: is the natural person designated by the Obligated Company who is in charge of promoting, developing and ensuring compliance with the specific procedures for the prevention, updating and mitigation of ML/FT/FPADM Risk.
Unusual Operation: it is the operation whose amount or characteristics are not related to the ordinary or normal economic activity of the Obliged Company or, that due to its number, quantity or characteristics does not fall within the normal guidelines or ordinary practices of businesses in a sector, in an industry or with a class of Counterparty.
Suspicious Operation: it is the Unusual Operation that, in addition, according to the uses and customs of the activity in question, could not be reasonably justified. This type of operations includes attempted or rejected operations that contain characteristics that make them suspicious.
PEP: means politically exposed persons, under the terms of Decree 830 of 2021.
ML/TF/FPWMD Policy: These are the general guidelines that the Obligated Company must adopt so that it is in a position to identify, evaluate, prevent and mitigate the ML/TF/FPWMD Risk and the associated risks.
ML/TF/FPWMD Risk: is the possibility of loss or damage that a Company may suffer due to its propensity to be used directly or through its operations as an instrument for Money Laundering and/or channeling resources towards carrying out terrorist activities or the Financing of the Proliferation of Weapons of Mass Destruction, or when the concealment of Assets from said activities is intended.
Contagion Risk: It is the possibility of loss that a Company may suffer, directly or indirectly, due to an action or experience of a Counterparty.
Legal Risk: It is the possibility of loss that a Company incurs upon being penalized or forced to indemnify damages as a result of non-compliance with rules or regulations and contractual obligations.
Operational Risk: is the possibility of incurring losses due to deficiencies or failures, in human resources, processes, technology, infrastructure or due to the occurrence of external events.
Reputational Risk: is the possibility of loss incurred by a Company due to discredit, bad image, negative publicity, true or not, regarding the organization and its business practices, which causes loss of customers, decrease in income or legal proceedings.
Inherent Risk: is the level of risk inherent to the activity, without taking into account the effect of the controls.
Residual Risk: is the resulting level of risk after applying the controls.
ROS: It is the report of Suspicious Operations. It is that operation that due to its number, quantity or characteristics does not fall within the normal system and practices of the business, of an industry or of a determined sector and, furthermore, in accordance with the uses and customs of the activity in question, does not could have been reasonably justified.
SIREL: is the online reporting system managed by the UIAF. It is a WEB tool that allows reporting entities to upload and/or report information on the obligations established in the regulations of each sector online, efficiently and safely.
SAGRILAFT: is the self-control and comprehensive risk management system for LA/FT/FPADM established in this Chapter X.
UIAF: is the Financial Information and Analysis Unit, which is the financial intelligence unit of Colombia, with the functions of intervening in the economy to prevent and detect ML/FT/FPADM.

Functions and responsibilities towards SAGRILAFT.

Without prejudice to the other functions assigned internally in THE COMPANY to the different persons and bodies described below, for compliance and application of the System, the following functions are established.

Functions of the highest corporate body.

Likewise, of the other functions at the head of the Assembly, this body must specifically fulfill the following functions vis-à-vis the System:

Define and approve the SAGRILAF Manual (Includes the Policy and Procedure).
Discuss and approve the SAGRILAFT Manual and other System documents that the Legal Representative and the Compliance Officer presents, as well as their updates.
Designate the Compliance Officer and verify that they have the availability, experience and qualifications necessary to carry out their functions.
Order the operational, economic, physical, technological and resource measures that are necessary and required by the Compliance Officer to carry out his duties.
Receive, analyze and pronounce on the reports of the Compliance Officer in a timely manner and define, when necessary, a proposal to improve the System. The foregoing shall be recorded in the respective minutes.
Follow up on the critical points contained in the reports submitted by the legal representative, the Compliance Officer or the fiscal auditor on SAGRILAFT, leaving an express record in the respective minutes.
Verify that The Company, the Compliance Officer and the Legal Representative carry out the activities designated to them.

Functions of the Legal Representative or who replaces him in his absences.

The Legal Representative must specifically fulfill the following functions before the System:

Submit to the Compliance Officer, for approval by the Board of Directors or the highest corporate body, the SAGRILAFT proposal and its updates, as well as its respective procedures manual.
Study the results of the ML/TF/FPWMD Risk assessment carried out by the Compliance Officer and establish the corresponding action plans.
Efficiently allocate the technical and human resources necessary to implement the SAGRILAFT.
Verify that the Compliance Officer has the necessary availability and capacity to carry out his duties.
Provide effective, efficient and timely support to the Compliance Officer in the design, management, supervision and monitoring of SAGRILAFT.
Submit to the Board of Directors or the highest corporate body, the reports, requests and alerts that it considers should be dealt with by said bodies and that are related to SAGRILAFT.
Ensure that the activities resulting from the development of SAGRILAFT are duly documented, so that the information meets certain criteria of integrity, reliability, availability, compliance, effectiveness, efficiency and confidentiality.
will propose the person who will occupy the role of Compliance Officer, for appointment by the Board of Directors.
Verify that SAGRILAFT procedures develop the Policy contained in the LA/TF/FPADM Manual adopted by the Board of Directors or highest corporate body.

Qualities and functions of the Compliance Officer.

The Company will designate a natural person to perform the position of Compliance Officer, who will at least have the following qualities:

Have a professional title.
Prove a minimum experience of six (6) months in the performance of similar positions or aimed at the administration and management of ML/TF risks, additionally, prove knowledge in the field of ML/TF Risk management or ML/FT/FPADM Risk to through specialization, courses, diplomas, seminars, congresses or any other similar, including but not limited to any training program that is or will be offered by the UIAF to the actors of the national anti-money laundering and anti-financing system of terrorism. Be domiciled in Colombia.
The Compliance Officer will have the following functions:
Supervise and direct the design of the System, taking into account the characteristics of The Company, its activity and the identification of its Risk Factors.
Present, at least once a year, reports to the board of directors. As a minimum, the reports must contain an evaluation and analysis of the efficiency and effectiveness of SAGRILAFT and, if applicable, propose the respective improvements. Likewise, demonstrate the results of its management, and of the Company’s administration, in general, in compliance with SAGRILAFT.
Promote the adoption of corrections and updates to SAGRILAFT, when circumstances require it and at least once every two (2) years. For this, it must present to the Board of Directors, as the case may be, the proposals and justifications of the corrective measures and updates suggested to SAGRILAFT.
Coordinate the development of internal training programs.
Evaluate the reports presented by the Statutory Auditor, if applicable, and adopt Reasonable Measures in light of the deficiencies reported. If the measures to be adopted require authorization from other bodies, you must promote that these matters are brought to the attention of the competent bodies.
Certify before the Superintendency of Companies compliance with the provisions as required by the Superintendency of Companies.
Verify compliance with the Due Diligence and Enhanced Due Diligence procedures, applicable to the Company.
Ensure the proper filing of documentary supports and other information related to the management and prevention of ML/FT/FPADM Risk.
Design the ML/TF/FPADM Risk classification, identification, measurement and control methodologies that will form part of SAGRILAFT.
Carry out the ML/FT/FPADM Risk assessment to which the Company is exposed.
Carry out the Suspicious Transactions Report to the UIAF and any other report or report required by the provisions in force, as established by said regulations.

Functions of the Statutory Auditor.

As part of the exhaustive functions established to the fiscal auditor by article 207 of the Commercial Code, with respect to making sure that the operations that are celebrated or fulfilled on behalf of The Company conform to the statutes and the decisions of the highest corporate body, as well as well as to give timely notice to the shareholders of the irregularities in the operation of The Company and in the development of its business.

RISK FACTOR’S.

The company identified the following risk factors in its operations: Counterparts, Jurisdictions, product and distribution channels

SAGRILAFT POLICIES.

ML/TF/FPWMD general policy

The Shareholders and the Administrators of THE COMPANY declare and declare that The Company:

It puts compliance with ML/FT/FPWMD prevention regulations before achieving business goals. The prevention, detection and monitoring of the ML/FT/FPADM Risk will be applied to all the activities of the Company.
It has the duty and commitment to ensure compliance with the law and regulations aimed at preventing and detecting ML/TF/FPWMD, with a view to protecting the image and reputation of The Company.
It will refrain from carrying out any operation, and will report it to the competent authorities, in the event that it can reasonably determine that the money related to it is the product or is intended to finance or support illegal activities.
It states that its Members and other Counterparts are aware of and must apply the provisions of the Manual, under penalty of the respective sanctions set forth in the section on imposition of sanctions listed below and the appropriate criminal and administrative consequences.
When carrying out purchase or sale operations of capital investments, it will identify the buyer or seller, and the economic activity of the same.
Actively collaborate with the competent authorities in relation to the prevention and control of ML/TF/FPWMD, giving a timely response to their requirements, providing them with all the information they consider pertinent and complying with the corresponding legal and regulatory provisions.

Conflict of interest policy

No business or transactions may be carried out that put the Company at ML/TF/FPWMD Risk, nor will the omission of ML/TF/FPWMD risk control procedures and measures be authorized without the corresponding authorization and justification from the Legal Representative and the Compliance Officer. In any of the aforementioned events, the person in conflict must report it directly to the Compliance Officer.

Cash Handling Policy

All payments and collections from Counterparts will be made through the means provided by the financial system and in favor of the holder of the obligation. Transfer media with QR or to the assigned BANCOLOMBIA current account number. Cash payments will not exceed $10,000,000.

Policy for the management of Risk Factors.

In cases where the Residual Risk is high, the Company will restrict the operation or transaction related to or that may be affected by that risk, until such risk is reduced by applying additional controls.

Policy on Due diligence in the knowledge of Counterparts.

The Company has as one of its main mechanisms for the control and prevention of ML/FT/FPADM Risks the adequate knowledge of its Counterparts, from their relationship with the Company and during their relationship with The Company. The Company will not maintain business or commercial, labor, logistical relationships with Counterparts that:

They have businesses whose nature makes it difficult to verify the transparency of their activity, the origin of their resources or that refuse to provide the information, taking into account the market recognition of the counterparty and the information available through other formal means.
Companies on binding lists detailed in the “ definitions ” section of this document
Linked to Control Lists: THE COMPANY will not have contractual ties with any natural or legal person that is linked or related to ML/TF/FPWMD activities.

Disclosure Policy and Training

The Company will promote a culture of ML/TF/FPWMD Risk prevention within it through training and other available means.

Policy on the reservation on the request for information by authorities

The Members of The Company will keep confidentiality regarding the requirements and judicial inspections carried out by the authorities, as well as the reports made to the UIAF.

Policy for breach of SAGRILAFT

Failure to comply with the provisions of this Manual will be verified as provided by The Company in the internal or contractual regulations that regulate the relationship with the Counterparts.

DUE DILIGENCE PROCEDURES.

One of the main mechanisms to control and prevent the carrying out of ML/TF/FPWMD operations will be adequate knowledge of Counterparts, from the very moment that The Company is potentially interested in their relationship and during their relationship.

Customer Knowledge

Before establishing any relationship with Clients, The Company must carry out a due diligence process on them. The purpose of this due diligence procedure is to identify the clients and their Final Beneficiaries with the limitations of this process.

Knowledge of Suppliers and Contractors.

The process of knowing Suppliers and Contractors arises in the initial contact, for their connection, in the framework of the interaction for the acquisition of goods or services or in the process of updating information.

Employee Knowledge

People who aspire to hold a position in The Company must be fully identified and the due diligence procedure indicated below must be followed. For the above, the candidate must be asked to fill out the “F-49 Sociodemographic Description V.02” format, attaching the supporting information.

Knowledge of Shareholders.

To fully establish the identity of its Shareholders, the Company will request the completion of the respective format

The Compliance Officer will confirm the data and request its update every time there is a change in the shareholding composition and at least once every two years.

ENHANCED DUE DILIGENCE

The enhanced due diligence process involves advancing knowledge of the Counterparty. This procedure must be applied when a Counterparty is identified as part of the groups defined in the due diligence policy defined in the Due Diligence Policy section.

SAGRILAFT STAGES

The Company, for the proper development and implementation of its SAGRILAFT, follows these stages:

ML/TF/FPWMD Risk Identification

The Company is aware of the economic, reputational and legal impact that the materialization of the ML/TF/FPWMD Risk may generate.

Measurement or assessment of ML/TF/FPWMD Risk.

Initially, the Company will take into account the measurement of its ML/FT/FPWMD Risks without considering the controls established by it, to obtain its Inherent Risk profile.

ML/TF/FPWMD Risk Control

The Company defined the ML/TF/FPWMD Risk Control mechanisms described in this document to prevent, control or mitigate its Inherent Risk.

ML/TF/FPWMD Risk Monitoring

The Compliance Officer will continuously monitor the System in order to assess the opportunity, effectiveness and efficiency of the controls, ensuring that they are comprehensive. Its monitoring should be done at least every two years.

DETECTION AND ANALYSIS OF UNUSUAL OPERATIONS AND DETERMINATION OF SUSPICIOUS OPERATIONS

Detection and analysis of unusual operations

The operations detection and analysis procedure is understood to be the series of activities carried out in order to identify unusual behavior of Counterparts to be analyzed, documented and, if determined as suspicious operations, reported to the UIAF.

WARNING SIGNS

Warning signs are those situations that show atypical behavior of the Counterparts and help to identify or detect behaviors, activities, methods or situations that may conceal ML/FT/FPWMD operations.

Internal report of alert signs and unusual operations

Whenever a Member of The Company, in the performance of his duties, detects an alert signal or an Unusual Operation, he must report this fact to the Compliance Officer so that he can initiate the analysis and the respective investigation. The way in which the Compliance Officer will be notified is by email with all the supporting documents to the email oficialdecumplimiento@bellchem.com.co

Analysis of warning signs and unusual operations

The Compliance Officer is in charge of receiving the reports made by the Members and carrying out the analysis jointly with the owners of the processes that affect the analyzed Counterparts.

Determination of suspicious transactions

The Compliance Officer is responsible for carrying out the analysis of Unusual Operations

Suspicious Operation Report

In accordance with the decision made in the previous step, the Compliance Officer must immediately make, that is, from the moment in which The Company makes the decision to classify the operation as Suspicious, the report through the website of the UIAF

Documentation and archiving of the cases analyzed

Following the completion of the report, the Compliance Officer must keep the supports that gave rise to classifying the operation in one category or another in a file that must be cataloged and filed according to confidentiality standards.

Other external reports

a) Absence of Attempted or Suspicious Transaction (“AROS”) report to the UIAF: In the event that a quarter elapses without SAR reports have been made, the Compliance Officer must report this fact to the UIAF within ten ( 10) first calendar days of the month following the expiration of the respective quarter, through the Online Reporting System (SIREL) of the UIAF.

b) Report to the UIAF and the Attorney General of the Nation: Every time The Company identifies a good, asset, product or ownership right in the name or under the administration or control of any country, person and/or designated entity

DISSEMINATION AND TRAINING

The Compliance Officer, in collaboration with Management, will be in charge of designing, scheduling and coordinating training, training and awareness plans in relation to the content of this Manual. This program will be directed to all the Members of the Company.

ATTENTION OF REQUIREMENTS OF AUTHORITIES

All information requirements by the competent authorities in matters of ML/TF/FPWMD prevention and control will be addressed by the Compliance Officer with the support of the area in charge of the process.

IMPOSITION OF SANCTIONS

In case of non-compliance and depending on its seriousness, the Company will apply disciplinary sanctions to those responsible for the application of this Manual.

CHANGES, UPDATES AND DISCLOSURE

This manual and any amendment, change or update made to it, will be informed and published in a timely manner, at the Company’s offices or by any means deemed appropriate by the administration. The Company’s administration will ensure the disclosure of this Manual to all its Members.

F-23 Master list of documents-See control of document changes.