Introduction

One of the business’s core values is to uphold sound, responsible and fair business operations. It is committed to promoting and maintaining the highest possible ethical standards in relation to all of its business activities. The business’s reputation for maintaining lawful business practices is of paramount importance to it and this policy is designed to preserve these values. The business therefore has a zero tolerance policy towards bribery and corruption and is committed to acting fairly and with integri-ty in all of its business dealings and relationships wherever it operates and implementing and enforc-ing effective systems to counter bribery.

Purpose and scope

This policy sets out the business’s position on any form of bribery and corruption and provides guide-lines aimed at:

•  Ensuring compliance with anti-bribery laws, rules and regulations, not just within the UK, but also in any other country within which the business may carry out its business or in relation to which its business may be connected.
•  Enabling employees and persons associated with the business to understand risks as-sociated with unlawful conduct and to enable and encourage them to be vigilant and to effec-tively recognise, prevent, avoid and report any wrongdoing, whether by themselves or others.
• Providing suitable and secure reporting and communication channels and ensuring that any information that is reported is properly and effectively dealt with.
• Creating and maintaining a rigorous and effective framework for dealing with any sus-pected instances of bribery or other unethical conduct.

This policy applies to all permanent and temporary employees of the business (including any of its intermediaries, subsidiaries or associated companies). It also applies to any in-dividual or corporate entity associated with the business or who performs functions in re-lation to, or for and on behalf of, the business, including, but not limited to, directors, agency workers, casual workers, contractors, consultants, seconded staff, agents, suppli-ers and sponsors (“associated persons”).

All employees and associated persons are expected to adhere to the principles set out in this policy.

Legal obligations

The key UK legislation on which this policy is based is the Bribery Act 2010 and it applies to the business’s conduct both in the UK and abroad.
A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage.

It is an offence in the UK to:

• Offer, promise or give a financial or other advantage to another person (i.e. bribe a person) whether within the UK or abroad, with the intention of inducing or rewarding improp-er conduct.
• Request, agree to receive or accept a financial or other advantage (i.e. receive a bribe) for or in relation to improper conduct.
• Bribe a foreign public official.

You can be held personally liable for any such offence.

It is also an offence in the UK for an employee or an associated person to bribe another person in the course of doing business intending either to obtain or retain business, or to obtain or retain an ad-vantage in the conduct of business, for the business. The business can be liable for this offence where it has failed to prevent such bribery by associated persons. As well as an unlimited fine, it could also suffer substantial reputational damage in connection with this offence.

Policy

All employees and associated persons are required to:

• Comply with any anti-bribery and anti-corruption legislation that applies in any juris-diction in any part of the world in which they might be expected to conduct business.
• Act honestly, responsibly and with integrity.
• Safeguard and uphold the business’s core values by operating in an ethical, profes-sional and lawful manner at all times.

Bribery of any kind is strictly prohibited. Under no circumstances should any provision be made, money set aside or accounts created for the purposes of facilitating the payment or receipt of a bribe.

The business recognises that industry practices may vary from country to country or from culture to culture. What is considered unacceptable in one place may be normal or usual practice in another. Nevertheless, a strict adherence to the guidelines set out in this policy is expected of all employees and associated persons at all times.

If in doubt as to what might amount to bribery or other unethical conduct or might constitute a breach of this policy, you should refer the matter to your line manager or to (name), the business’s Anti-Corruption Officer.

For the business’s rules and procedures in relation to the receipt of business gifts from third partiessuch as clients, customers, contractors and suppliers and corporate hospitality offered to or received from such third parties, please refer to the business’s Receipt of Gifts Policy and Corporate Hospitality Policy. These policies form part of the business’s zero tolerance policy towards any form of bribery and should be read in conjunction with this policy.

The giving of business gifts to clients, customers, contractors and suppliers is not prohibited provided the following requirements are met:

• The gift 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.
• It complies with local laws.
• It is given in the business’s name, not in the giver’s personal name.
• It does not include cash or a cash equivalent (such as gift vouchers).
• It is of an appropriate and reasonable type and value and given at an appropriate time.
• It is given openly, not secretly.
• It is approved in advance by a director of the business.

Essentially, it is not acceptable 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 ad-vantage already given, or to accept a payment, gift or hospitality from a third party that you know or suspect is offered or provided with the expectation that it will obtain a business advantage for them.

For the avoidance of doubt, any payment or gift to a public official or other person to secure or accel-erate the prompt or proper performance of a routine government procedure or process, otherwise known as a “facilitation payment”, is also strictly prohibited. Facilitation payments are not commonly paid in the UK but they are common in some other jurisdictions.

Responsibilities and reporting procedure

It is the contractual duty and responsibility of all employees and associated persons to take whatever reasonable steps are necessary to ensure compliance with this policy and to prevent, detect and re-port any suspected bribery or corruption in accordance with the procedure set out in the business’s Public Interest Disclosure Policy. You must immediately disclose to the business any knowledge or suspicion you may have that you, or any other employee or associated person, has plans to offer, promise or give a bribe or to request, agree to receive or accept a bribe in connection with the busi-ness of the business. For the avoidance of doubt, this includes reporting your own wrongdoing.

The duty to prevent, detect and report any incident of bribery and any potential risks rests not only with the Directors of the business but applies equally to all employees and associated persons.

The business encourages all employees and associated persons to be vigilant and to report any inap-propriate or unlawful conduct, suspicions or concerns promptly and without undue delay so that inves-tigation may proceed and any action can be taken expeditiously. For example, if a client or potential client offers you something to gain a business advantage with the business or indicates to you that a gift or payment is required to secure their business.

In the event that you wish to report an instance or suspected instance of bribery, you should follow the steps set out in the business’s Public Interest Disclosure Policy. Confidentiality will be maintained during the investigation to the extent that this is practical and appropriate in the circumstances. The business is committed to taking appropriate action against bribery or other unethical conduct. This could include either reporting the matter to an appropriate external government department, regula-tory agency or the police and/or taking internal disciplinary action against relevant employees and/or terminating contracts with associated persons.

The business will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken. It is also committed to ensuring nobody suffers any detrimental treat-ment 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 corruption offence has taken place or may take place in the future.

All employees and associated persons must ensure that any contract or agreement entered into by them for or on behalf of the business contains an appropriate clause aimed at ensuring that any third party to the contract is aware of and agrees to adhere to the contents of this policy and further, that the contract expressly sets out the consequences of non-compliance including, where appropriate, clear provision for terminating the contract in the event of non-compliance or the commission of any relevant bribery offence.

Record-keeping

All accounts, receipts, invoices and other documents and records relating to dealings with third parties must be prepared and maintained with strict accuracy and completeness. No accounts must be kept “off the record” to facilitate or conceal improper payments.

Sanctions for breach

Breach of any of the provisions of this policy will constitute a disciplinary offence and will be dealt with in accordance with the business’s disciplinary procedure. Depending on the gravity of the offence, it may be treated as gross misconduct and could render the employee liable to summary dismissal.

As far as associated persons are concerned, breach of this policy could lead to the suspension or ter-mination of any relevant contract, sub-contract or other agreement with the associated person.

Monitoring compliance

The business’s Anti-Corruption Officer has lead responsibility for ensuring compliance with this policy and will review its contents on a regular basis. They will be responsible for monitoring its effectiveness and will provide regular reports in this regard to the Directors of the business who have overall re-sponsibility for ensuring this policy complies with the business’s legal and ethical obligations.

Training

The business will provide training to all employees to help them understand their duties and responsi-bilities under this policy.
The business’s zero tolerance approach to bribery will also be communicated to all business partners at the outset of the business relationship with them and as appropriate thereafter.

Examples of potential risks

The following is a non-exhaustive list of possible issues which may raise bribery concerns and which you should report in accordance with the reporting procedure set out above:

• A third party insists on receiving a commission or fee before committing to signing a contract with the business, or carrying out a government function or process for the business.
• A third party requests payment in cash, or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made.
• A third party requests an unexpected additional commission or fee to facilitate a ser-vice.
• A third party demands lavish, extraordinary or excessive gifts or hospitality before commencing or continuing contractual negotiations or provision of services.
• You are offered an unusually lavish, extraordinary or excessive gift or hospitality by a third party.
• You receive an invoice from a third party that appears to be non-standard or extraor-dinary.
• The business is invoiced for a commission or fee payment that appears large given the service stated to have been provided.

Data Protection

The Business will process the personal data collected in connection with the operation of this policy in accordance with its data protection policy and any internal privacy notices in force at the relevant time. Inappropriate access or disclosure of personal data will constitute a data breach and should be reported immediately and in accordance with the Business’s data protection policy. Reported data breaches will be investigated and may lead to sanctions under the Business’s disciplinary procedure.