Anti-Bribery Policy

Purpose

Our success as a company is built upon a foundation of integrity – a commitment to act with the highest ethical standards and to conduct business honestly and legally.

Understanding anti-bribery legislation is not always easy. Employees must be familiar with the rules described in the policy and regularly refresh their understanding of these rules. If this policy does not give you enough guidance on how to proceed in a particular situation consult Legal Counsel.

Bribery is illegal and will expose both you and the company to fines and other penalties including imprisonment. It is also against our company values. For these reasons, compliance with this policy is mandatory for all employees of the company worldwide.

Scope

The company will only conduct business in compliance with the laws of the countries in which it operates. This means that we will not authorise, pay, promise or offer to give anything in order to improperly influence an individual or entity to act favourably towards the company. We will not request or authorise any third party to make any such payment, promise or offer. Such behaviour constitutes bribery and is unacceptable business conduct wherever the company operates.

Failure to comply with any provision of this policy is a serious violation, and may result in disciplinary action, up to and including termination, as well as civil or criminal charges.

This policy defines the minimum standards that all company employees worldwide must observe. If you are in a situation that may raise anti-bribery concerns or if you are uncertain about how to proceed, consult the Legal Counsel. Additionally, if you suspect or have reason to suspect that an employee or business partner is even using his or her own funds to make such payments, you must report your suspicions to your the Legal Counsel.

The chief purpose of the Bribery Act is to reform the criminal law of bribery to provide for a new consolidated framework of bribery offences to cover bribery both in the UK and abroad. The proposed legislation creates the following offences:-

  • Bribing another person- the offering, promising or giving of an advantage;
  • Being bribed – requesting, agreeing to receive or accepting of an advantage;
  • Bribery of a foreign public official; and
  • Failure of commercial organisations to prevent bribery.

 


Definitions

For the purposes of this policy the following definitions will apply:-

Bribery: an offer or receipt of any gift, loan, fee, reward or other advantage to or from any person as an inducement to do something which is dishonest, illegal or a breach of trust, in the conduct of the enterprise's business.

Facilitation payment: a small bribe, also called a “facilitating”, “speed” or “grease” payment; it is a small payment made to secure or expedite the performance of a routine or necessary action to which the payer of the facilitation payment has legal or other entitlement.

Gift: money, goods, services or loans given ostensibly as a mark of friendship, or appreciation. A gift is professedly given without expectation of consideration or value in return. A gift may be used to express a common purpose and the hope of future business success and prosperity. It may be given in appreciation of a favour done or a favour to be carried out in the future. A gift has no role in the business process other than that of marking and enhancing relations or promoting the giver’s enterprise by incorporating a logo or message on a promotional item such as a calendar.

Hospitality: includes entertaining, meals, receptions, tickets to entertainment, social or sports events, participation in sporting events, such activities being given or received to initiate or develop a relationships between business people. The distinction between hospitality and gifts can blur, especially where the giver of the hospitality does not attend and act as host.

Procedure

For the purposes of this document the procedure has been split into numerous sections. Please consult all sections and if insufficient guidance is given, the Legal Counsel for advice.

Gifts
As a general rule, no gifts should be given in relation to a transaction. Where gifts are given, they must comply with local laws and the following guidelines:-

  • Gifts must be nominal in value;
  • Gifts must be given in an open and transparent manner and not to influence an entity or individuals action or conduct;
  • Gifts must be infrequent and exclude family members of public officials;
  • All gifts must be properly recorded in the company books and records;
  • Gifts must never be in cash or cash equivalents.

Examples of gifts that typically meet the above requirements and are normally unproblematic include:-

  • Small mementos and sales promotional items bearing the company trade marks.
  • Customary or seasonal gifts of modest value and applicable under local law e.g. congratulatory flowers.

Facilitating Payments
In some countries, it may be the local practice for businesses to make payments of small amounts to low level individuals in an entity in order to expedite or “facilitate” routine actions over which such individuals have no discretion.

Facilitating payments, whether legal or not in a country are prohibited under this policy.

Public Officials
The mere appearance of influencing a national or foreign public official may be sufficient to trigger an allegation that bribery has been committed. Even an attempt to bribe a public official is unacceptable. It is still illegal even if the offer is not accepted or the payment does not achieve the desired outcome. Even if there is no intent to improperly influence a public official, there is still a risk if the receipt is unduly influenced, or the recipient perceived a gift as an attempt to influence him or her to act favourably towards the company.

Even the perception of impropriety can cause embarrassment to the company, damage its reputation and force the company to pay exorbitant litigation fees in its defence.

Hospitality/entertainment
Corporate hospitality is a legitimate part of doing business. However it is important that it is proportionate. In instances where business entertainment may be required the following guidelines must be followed:-

  • The entertainment must be directly related to the individuals participation in a business meeting with the company;
  • Entertainment must be reasonable, measured against (a) the prevailing market rates for similar expenditures; (b) the amount of expenditure compared to the individuals means; and (c) custom, both locally and within the industry. Lavish or expensive travel or entertainment is prohibited.
  • Entertainment should be limited to 4 times in one calendar year to the same individual or entity.
  • Entertainment should be reasonable and not cause embarrassment to the company or damage its reputation.
  • Entertainment must be provided in an open and transparent manner; otherwise it may be viewed as an attempt to influence conduct.
  • No entertainment can be provided to any family member of a public official.
  • Do not provide cash allowances; pay vendors directly.
  • Book all expenditures accurately in the company books/records.
  • Do not use personal funds to do something that would be prohibited under this policy.

Examples of reasonable entertainment include:-

  • Moderately and reasonable priced meals; and
  • Moderately priced tickets to events during which a company employee is present and substantial legitimate business matters are discussed. If no company employee is present at the event, such entertainment is not allowed.

Examples of prohibited entertainment include:-

  • Lavish and costly dinners;
  • Adult entertainment; and
  • Frequent entertainment.

Third Parties
Bribery problems often involve third parties. Any individual or entity acting on behalf of or under the control of the company, such as agents, distributors, consultants or joint venture partners, must also comply with this policy.

Because anti bribery legislation prohibits “indirect” as well as direct payments and offers, the company and you may be held liable for the conduct of third parties when we know or reasonably should have known of the unlawful conduct. Turning a blind eye or ignoring red flags that something may be wrong does not exonerate the company or you from criminal liability.

Authorising a third party to do something that you cannot do directly is a violation of this policy.

For the above reasons it is important that reasonable due diligence is carried out in respect of third parties. Before entering into a contract with a third party, you must first conduct a reasonable investigation into its background, reputation, and business capabilities.

Any compensation to third parties must be commercially reasonable and commensurate with the tasks that they actually undertake. Contract should generally provide for fixed compensation for specific, identified tasks and should avoid large percentage-based commissions and success fees.

Payments to third parties must be in accordance with the terms of their contracts; in particular, it is a violation of this policy to honour requests by third parties to vary the terms of their contracts by:

  • Increasing or decreasing agreed amounts on any invoice if there is no factual, documented basis; or
  • Submitting multiple invoices if you suspect such invoices may be used in a manner contrary to company standards, procedures or applicable laws or otherwise used improperly.

Reporting
If you are aware that any employee is involved in acts which violate this policy including bribery, you must report such conduct without delay to the Managing Director. The company strictly prohibits retaliation against anyone for raising or helping to address this type of issue. Additionally, if you have questions about this policy or an issue, please ask before you act by speaking with the Managing Director.

If any attempts of bribery are made towards you, please complete the disclosure form and pass on to the Managing Director. Keep all records (e.g. emails, letters), if any, and also forward to the Managing Director