Anti-Corruption and Bribery Policy

Introduction

We conduct all our business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery and corruption.

We take our legal responsibilities very seriously. We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate. We remain bound by UK laws, including the Bribery Act 2010, US laws, including the Foreign Corrupt Practices Act (FCPA), and potentially similar laws enforced by other countries and jurisdictions, in respect of our conduct both at home and abroad.

The FCPA is, in some ways, a more targeted law, prohibiting the giving or promising “something of value” to a foreign (non-US) “government official” in exchange for “corruptly” inducing that official to use his or her official position to “obtain or retain business. . .” or to obtain any “improper [business] advantage.” However, as this policy dictates, we prohibit the making of bribes and corruption in all relevant forms, regardless of the involvement of a government official.

About this policy

The purpose of this policy is to:

(a)set out our responsibilities, and of those working for and on our behalf, in observing and upholding our position on bribery and corruption; and

(b)provide information and guidance to those working for and on our behalf on how to recognise and deal with bribery and corruption issues.

This policy does not form part of any contract of employment or other contract to provide services, and we may amend it at any time.

Who does this policy apply to?

This policy applies to all persons working for us or on our behalf in any capacity, including employees at all levels, directors, officers, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third-party representatives and business partners, sponsors, or any other person associated with us, wherever located.

Who is responsible for the policy?

The board of directors (the Board) has overall responsibility for the effective operation of this policy but has delegated responsibility for overseeing its implementation to the Legal team. Suggestions for change should be reported to the Legal team.

This policy is reviewed continually by the Legal team.

Bribery

Bribery is offering, promising, giving 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 them for acting improperly, or where the recipient would act improperly by accepting the advantage.

(a)   An advantage includes money, gifts, loans, fees, hospitality, services, discounts, the award of a contract or anything else of value.

(b)   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.

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 and employers that fail to prevent bribery can face an unlimited fine, exclusion from tendering for public contracts, and damage to its reputation.

Corruption

Corruption is the abuse of entrusted power or position for private gain.

Examples of this could be:

(a)   Offering a bribe: You offer a potential client tickets to a major sporting event, but only if they agree to do business with us.

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

(b)   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 our organisation to ensure we continue 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.

(c)   Bribing a foreign official: You arrange for the business to pay an additional "facilitation" payment to a foreign official to speed up an administrative process, such as clearing our goods through customs.

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

Facilitation payments, also known as "back-handers" or "grease payments", are typically small, unofficial payments made to secure or expedite a routine or necessary action (for example, by a government official). They are not common in the UK but are common in some other jurisdictions in which we operate.

Kickbacks are typically payments made in return for a business favour or advantage.

We do not make, and will not accept, facilitation payments or "kickbacks" of any kind. You must avoid any activity that might lead to a facilitation payment or kickback being made or accepted by us or on our behalf, or that might suggest that such a payment will be made or accepted. If you are asked to make a payment on our 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 the Legal Team.

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.

Gifts and hospitality

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.

The giving and accepting 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 is given in our name, not in your name;

(c)   it does not include cash or a cash equivalent (such as gift certificates or vouchers);

(d)   it is appropriate in the circumstances, taking account of the reason for the gift, its timing and value. For example, in the UK it is customary for small gifts to be given at Christmas;

(e)   it is given openly, not secretly;

(f)    it complies with any applicable local law; and

(g)   it does not violate corporate gift-receiving or similar policies of the recipient.

Promotional gifts of low value such as branded stationery to or from existing customers, suppliers and business partners will usually be acceptable.

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.

We appreciate that practice 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, hospitality or payment is reasonable and justifiable. The intention behind it should always be considered.

Record-keeping

We must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.

You must declare and keep a written record of all hospitality or gifts given or received, which will be subject to managerial review. To facilitate this process, we maintain a dedicated Gifts and Hospitality Register.

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.

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.

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 your line manager or the confidential helpline 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.

How to raise a concern

You are encouraged to raise concerns about any issue or suspicion of bribery or corruption at the earliest possible stage.

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 line manager or the Legal Team.

If you are unsure about whether a particular act constitutes bribery or corruption, raise it with your line manager or the Legal Team.

Training and communication

Training on the subject matter of this policy forms part of the induction process for all individuals who work for us, and regular training will be provided as necessary.

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.

Breaches of this policy

Any employee who breaches this policy will face disciplinary action, which could result in dismissal for misconduct or gross misconduct.

We may terminate our relationship with other individuals and organisations working on our behalf if they breach this policy.

Last review: Feb 2024