Anti-Corruption and Bribery Policy

It is the Company’s policy to conduct all of its 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 business dealings and relationships wherever the Company operates.

The purpose of this policy is to:

  • set out the Company’s responsibilities, and of those working for the Company, in observing and upholding the Company’s position on bribery and corruption; and
  • provide information and guidance to those working for the Company on how to recognise and deal with bribery and corruption issues in order to ensure that the Company, and those working for the Company, comply with all applicable legal obligations.

Bribery and corruption are punishable for individuals by up to ten years’ imprisonment and/or an unlimited fine and if the Company is found to have taken part in corruption it could face an unlimited fine. The Company therefore takes its legal responsibilities very seriously.

In this policy, ‘third party’ means any individual or organisation you come into contact with during the course of your work for us, 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.

What is bribery?

A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage. There are four types of offence set out in the Bribery Act 2010:

  • Giving a bribe;
  • Receiving a bribe;
  • Bribing a foreign public official; and
  • A corporate offence of failing to prevent bribery by an associated person for the organisation’s benefit.

Examples:

Offering a bribe

You offer a potential client tickets to a major sporting event, but only if they agree to do business with the Company.

This would be an offence as you are making the offer to gain a commercial and contractual advantage. The Company may also be found to have committed an offence because the offer has been made to obtain business for the Company. It may also be an offence for the potential client to accept your offer.

Receiving a bribe

A supplier gives your nephew a job, but makes it clear that in return they expect you to use your influence in the Company to ensure that it continues to do business with them.

It is an offence for a supplier to make such an offer. It would be an offence for you to accept the offer as you would be doing so to gain a personal advantage.

Bribing a foreign official

You arrange for the Company to pay an additional payment to a foreign official to speed up an administrative process.

The offence of bribing a foreign public official has been committed as soon as the offer is made. This is because it is made to gain a business advantage for us. The Company may also be found to have committed an offence.

Gifts and hospitality

This policy does not prohibit normal and appropriate hospitality (given and received) to or from third parties.

The giving or receipt of gifts is not prohibited, if the following requirements are met:

  • It complies with local law;
  • it is given in the Company’s name, not in your name;
  • it does not include cash or a cash equivalent (such as gift certificates or vouchers);
  • it is appropriate in the circumstances. For example, small gifts to be given at Christmas time;
  • taking into account the reason for the gift, it is of an appropriate type and value and given at an appropriate time; and
  • It is given openly, not secretly.

We appreciate that the market practice of giving business gifts varies. 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.

What is not acceptable?

It is not acceptable for you (or someone on your behalf) to:

  • 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.
  • 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.
  • Request, agree to receive, or accept payment from a third party that you know or suspect is offered with the expectation that it will obtain a business advantage for them.
  • Request, agree to receive, or accept a gift or hospitality from a third party if you know or suspect that it is offered or provided with an expectation that a business advantage will be provided by us in return.
  • Threaten or retaliate against another worker who has refused to commit a bribery offence or who has raised concerns under this policy.
  • Engage in any activity that might lead to a breach of this policy.

Your Responsibilities

You must ensure that you read, understand and comply with this policy.

The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. You are required to avoid any activity that might lead to, or suggest, a breach of this policy.

You must notify a member of Human Resources 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 us, or indicates to you that a gift or payment is required to secure their business. Further “red flags” that may indicate bribery or corruption are set out in the schedule attached to this policy.

Any employee who breaches this policy will face disciplinary action, which could result in summary dismissal for gross misconduct. The Company also reserves its right to terminate any contractual relationship with non-employees if they breach this policy.

Record Keeping

You must declare and keep a written record of all hospitality or gifts accepted or offered, which will be subject to managerial review.

You must ensure all expenses claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with the usual expenses procedure and specifically record the reason for the expenditure.

All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept “off-book” to facilitate or conceal improper payments.

How to raise a concern

You are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage. If you are unsure whether a particular act constitutes bribery or corruption, or if you have any other queries, these should be raised with a member of Human Resources. Concerns should be reported by following the procedure set out in the whistleblowing policy (above).

It is important that you tell a member of Human Resources as soon as possible if you are offered a bribe by a third party, are asked to make one, suspect that this may happen in the future, or believe that you are a victim of another form of unlawful activity.

Protection

Anyone who refuses to accept or offer a bribe, or those who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. The Company encourages openness and will support anyone who raises genuine concerns in good faith.

The Company is committed to ensuring that 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 a member of Human Resources.