1. Policy Statement
1.1.1.1 It is Company policy to conduct all business in an honest and ethical manner. The Company takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all its business dealings and relationships wherever the Company operates, thereby implementing and enforcing effective systems to counter bribery and corruption.
1.1.1.2 The Company will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which it operates. However, the Company remains bound by the laws of the UK, including the Bribery Act 2010, in respect of its conduct both at home and abroad.
2. About this Policy
1.1.2.1 The Purpose of this policy is to:
(a) set out the Company’s responsibilities, and the responsibilities of those working for the Company, in observing and upholding the Company position on bribery and corruption; and
(b) provide information and guidance to those working for the Company on how to recognise and deal with bribery and corruption issues.
1.1.2.2 It is a criminal offence to offer, promise, give, request, or accept a bribe. Individuals found guilty can be punished by up to ten years’ imprisonment and/or a fine. As an employer if we fail to prevent bribery we can face an unlimited fine, exclusion from tendering for public contracts, and damage to our reputation. We, therefore, take our legal responsibilities very seriously.
1.1.2.3 In this policy, ‘third party’ means any individual or organisation you come into contact with during the course of your work for the Company, and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.
1.1.2.4 This policy does not form part of any employee’s contract of employment and we may amend it at any time.
3. Who is covered by the Policy?
1.1.3.1 This policy applies to all individuals working at all levels and grades, including (but not limited to) Senior Managers, Officers, Directors, Employees (whether permanent, fixed-term or temporary), Consultants, Contractors, Trainees, Seconded Employees, Homeworkers, Casual Workers and Agency Employees, Volunteers, Interns, Agents, Sponsors, or any other person associated with the Company, or any of its subsidiaries or their Employees, wherever located (collectively referred to as workers in this policy).
4. Who is responsible for this Policy?
1.1.4.1 The HR Department has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it.
1.1.4.2 The HR Department has primary and day-to-day responsibility for implementing this policy, monitoring its use and effectiveness, dealing with any queries about it, and auditing internal control systems and procedures to ensure they are effective in countering bribery and corruption.
1.1.4.3 Management at all levels are responsible for ensuring those reporting to them understand and comply with this policy and are given adequate and regular training on it.
1.1.4.4 You are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the compliance manager.
5. What are bribery and corruption?
1.1.5.1 Bribery is offering, promising or providing or accepting any financial or other advantage to induce the recipient or any other person to act improperly in the performance of their functions, or to reward then for acting improperly, or where the recipient would act improperly by accepting the advantage.
1.1.5.2 An advantage includes money, gifts, loans, fees, hospitality, services, discounts, the award of a contract or anything else of value.
1.1.5.3 A person acts improperly where they act illegally, unethically, or contrary to an expectation of good faith or impartiality, or where they abuse a position of trust. The improper acts may be in relation to any business or professional activities, public functions, acts in the course of employment, or other activities by or on behalf of any organisation of any kind.
1.1.5.4 Corruption is the abuse of entrusted power or position for private gain.
6. What you must not do
1.1.6.1 It is not acceptable for you (or someone on your behalf) to:
(a) give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;
(b) give or accept a gift or hospitality during any commercial negotiations or tender process, if this could be perceived as intended or likely to influence the outcome;
(c) accept a payment, gift or hospitality from a third party (directly to you or indirectly to your family member, associates, friends, club or charity, etc.) that you know or suspect is offered with the expectation that it we will provide a business advantage for them or anyone else in return;
(d) accept hospitality from a third party that is unduly lavish or extravagant under the circumstances.
(e) offer or accept a gift to or from government officials or representatives, or politicians or political parties, without the prior approval of your manager;
(f) threaten or retaliate against another individual who has refused to commit a bribery offence or who has raised concerns under this policy; or
(g) engage in any other activity that might lead to a breach of this policy.
7. Facilitation payments and kickbacks
1.1.7.1 The Company does not make, and will not accept, facilitation payments or “kickbacks” of any kind.
1.1.7.2 Facilitation payments, also known as “back-handers” or “grease payments” are typically small, unofficial payments made to secure or expedite a routine government action by a government official. They are not commonly paid in the UK, but are common in some other jurisdictions in which the Company operates.
1.1.7.3 Kickbacks are typically payments made in return for a business favour or advantage.
1.1.7.4 All workers must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by the Company.
1.1.7.5 If you are asked to make a payment on the Company’s behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt which details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these with your Line Manager.
8. Gifts, Hospitality and Expenses
1.1.8.1 This policy allows reasonable and appropriate hospitality or entertainment given to or received from third parties, for the purposes of:
(a) establishing or maintaining good business relationships;
(b) improving or maintaining our image or reputation; or
(c) marketing or presenting our products and/or services effectively.
1.1.8.2 The giving or receipt of gifts is allowed if the following requirements are met:
(a) it is not made with the intention of influencing a third party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits;
(b) it complies with local law;
(c) it is given in the Company’s name, not in your name;
(d) it does not include cash or a cash equivalent (such as gift certificates or vouchers);
(e) it is appropriate in the circumstances. For example, in the UK it is customary for small gifts to be given at Christmas time;
(f) taking into account the reason for the gift, it is of an appropriate type and value and given at an appropriate time;
(g) it is given openly, not secretly;
(h) gifts or hospitality over the value of £50 should be declared to your Line Manager prior to acceptance; and
(i) gifts should not be offered to, or accepted from, government officials or representatives, or politicians or political parties, without the prior approval of your manager.
1.1.8.3 Reimbursing a third party's expenses, or accepting an offer to reimburse our expenses (for example, the costs of attending a business meeting) would not usually amount to bribery. However, a payment in excess of genuine and reasonable business expenses (such as the cost of an extended hotel stay) is not acceptable.
1.1.8.4 The Company appreciates that the practice of giving business gifts varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift or hospitality is reasonable and justifiable. The intention behind the gift should always be considered.
9. What is not acceptable?
1.1.9.1 It is not acceptable for you (or someone on your behalf) to:
(a) give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;
(b) give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to "facilitate" or expedite a routine procedure;
(c) accept payment from a third party (directly to you or indirectly to your family member, associates, friends, club or charity, etc.) that you know or suspect is offered with the expectation that it will obtain a business advantage for them;
(d) accept a gift or hospitality from a third party (directly to you or indirectly to your family member, associates, friends, club or charity, etc.) if you know or suspect that it is offered or provided with an expectation that a business advantage will be provided by the Company in return;
(e) threaten or retaliate against another worker who has refused to commit a bribery offence or who has raised concerns under this policy; or
(f) engage in any activity that might lead to a breach of this policy.
10. Donations
1.1.10.1 The Company only makes charitable donations that are legal and ethical under local laws and practices. No donation must be offered or made without the prior approval of the HR Department. The HR Department would always clear proposals for donations with the board.
11. Record-keeping
1.1.11.1 We must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.
1.1.11.2 You must declare and keep a written record of all hospitality or gifts given or received, which will be subject to managerial review.
1.1.11.3 You must submit all expenses claims relating to hospitality, gifts or payments to third parties in accordance with our expenses policy and record the reason for expenditure.
1.1.11.4 All accounts, invoices, and other records relating to dealings with third parties including suppliers and customers should be prepared with strict accuracy and completeness. Accounts must not be kept "off-book" to facilitate or conceal improper payments.
12. Your Responsibilities
1.1.12.1 You must ensure that you read, understand and comply with this policy.
1.1.12.2 The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for the Company or under its control. You are required to avoid any activity that might lead to, or suggest, a breach of this policy.
1.1.12.3 You must notify your Line Manager as soon as possible if you believe or suspect that a conflict with this policy has occurred, or may occur in the future. For example, if a client or potential client offers you something to gain a business advantage with the Company, or indicates to you that a gift or payment is required to secure their business.
13. How to raise a concern
1.1.13.1 You are encouraged to raise concerns about any issue or suspicion of bribery or corruption at the earliest possible stage.
1.1.13.2 If you are offered a bribe, or are asked to make one, or if you believe or suspect that any bribery, corruption or other breach of this policy has occurred or may occur, you must notify your manager or report it in accordance with our Whistleblowing Policy as soon as possible.
1.1.13.3 If you are unsure whether a particular act constitutes bribery or corruption, or if you have any other queries, these should be raised with your Line Manager.
14. Protection
1.1.14.1 Individuals who refuse to accept or offer a bribe, or who raise concerns or report another's wrongdoing, are sometimes worried about possible repercussions. We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.
1.1.14.2 We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place or may take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform the compliance manager immediately. If the matter is not remedied, and you are an employee, you should raise it formally using our Grievance Procedure.
15. Training and communication
1.1.15.1 Training on this policy forms part of the induction process for all individuals who work for us, and regular training will be provided as necessary.
1.1.15.2 Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate thereafter.
16. Breaches of this Policy
1.1.16.1 Any employee who breaches this policy will face disciplinary action, which could result in dismissal for misconduct or gross misconduct.
1.1.16.2 We may terminate our relationship with other individuals and organisations working on our behalf if they breach this policy.
17. Potential risk scenarios: "red flags"
1.1.17.1 The following is a list of possible red flags that may arise during the course of you working for us and which may raise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only.
1.1.17.2 If you encounter any of these red flags while working for us, you must report them promptly to the HR Department or by using the procedure set out in the Whistleblowing Policy:
(a) you become aware that a third party engages in, or has been accused of engaging in, improper business practices;
(b) you learn that a third party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a "special relationship" with foreign government officials;
(c) a third party insists on receiving a commission or fee payment before committing to sign up to a contract with us, or carrying out a government function or process for us;
(d) a third party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;
(e) a third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business without a reasonable explanation for the same and documentary evidence for the explanation given;
(f) a third party requests an unexpected additional fee or commission to "facilitate" a service;
(g) a third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;
(h) a third party requests that a payment is made to "overlook" potential legal violations;
(i) a third party requests that you provide employment or some other advantage to a friend or relative;
(j) you receive an invoice from a third party that appears to be non-standard or customised;
(k) a third party insists on the use of side letters or refuses to put terms agreed in writing;
(l) you notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided;
(m) a third party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to us; or
(n) you are offered an unusually generous gift or offered lavish hospitality by a third party