Bribery and Corruption

The policy sets out the general rules and principles to which we adhere in the conduct of business. It will be communicated to all businesses and employees, as well as to relevant business partners and other individuals and entities as needed.

The policy explains the procedures by which the company can maintain high ethical standards and protect its reputation against any allegations of bribery and corruption.

Its successful implementation requires pro-active adoption at the following levels:

• You – as an employee, temporary worker of contractor of the company, you are required to read and understand all aspects of this policy, and to abide by it.
• Manager – Each department’s overall compliance with the requirements of this policy is the responsibility of the head of department.
• Director – The Directors have overall responsibility for ensuring that all business areas comply with this policy and they will assist with continuous refreshing and reinforcing of this policy via application guidance and monitoring.

It is the company’s policy to conduct business honestly, and without the use of corrupt practices or acts of bribery to obtain or receive unfair advantage.

The company is committed to ensuring adherence to the highest legal and ethical standards of business conduct. This must be reflected in every aspect of the way in which we operate. We must conduct all our dealing with integrity. Bribery and corruption harms the societies in which these acts are committed and prevent economic growth and development.

This is not just a cultural commitment on the part of the company; it is a moral issue and a legal requirement. Bribery is a criminal offence, and corrupt acts expose the company and its employees to the risk of prosecution, fines and imprisonment, as well as endangering the company’s reputation.

The company will adopt a “zero tolerance” approach to acts of bribery and corruption by any of our employees or by business partners working on our behalf.

Any breach of this policy will be regarded as a serious matter and will be dealt with under our disciplinary procedure. In serious cases, it may be treated as gross misconduct leading to summary dismissal.

Bribery and corruption has a range of definitions in law, but the fundamental principles apply universally. 

Bribery is the offer, promise, giving, demanding or acceptance of an advantage as an inducement for an action which is illegal, unethical or a breach of trust.

Corruption is the misuse of an office or power (whether in government or in business) for private gain.

Acts of bribery or corruption are intended to influence recipients in the performance of their duty and incline them to act dishonestly. For the purposes of this policy, whether the recipient of the act of bribery or corruption works in the public or private sector is irrelevant.

The person being bribed is generally someone who will be able to obtain, retain, or direct business. This may involve sales initiatives, such as tendering and contracting or it may simply involve the handling of administrative tasks such as licenses, customs, taxes or import/export matters. It does not matter whether the act of bribery is committed before or after the tendering of a contract or the completion of administrative tasks.

Bribes can take on many different shapes and forms, but typically they involve corrupt intent. There will usually be a ‘quid pro quo’ – both parties will benefit. A bribe could be any of the following:

• Direct or indirect promises, offering or authorisation, of anything of value;
• Offer or receipt of any kickback, loan, fee, reward or other advantage;
• Giving of aid, donations or voting designed to exert improper influence.

In the eyes of the law, bribery and corrupt behaviour can be committed by:

• An employee, officer or director of a company;
• Any person acting on behalf of the company (e.g. business partners who are agents);
• Individuals and organisations where they authorise someone else to carry out these acts.

Acts of bribery and corruption will commonly (but not always) involve public or government officials (or their close families and business associates). For the purposes of this policy, a government official could be:

• A public official, whether foreign or domestic;
• A political candidate or party official;
• A representative of a government regulator (e.g., Ofcom, HMRC) or of a government- controller organisation (e.g., BBC).

Bribery is a criminal offence and penalties can be severe. In the UK the Bribery Act 2010 not only makes bribery and corruption illegal, but also holds UK companies liable for failing to implement adequate procedures to prevent such acts by those working for the company or on its behalf, no matter where in the work the act takes place.

We can take the following steps to assist in the prevention of bribery and corruption:

Risk Assessment
Effective risk assessment lies at the very core of the success or failure of this policy. Risk identification pinpoints the specific areas in which we face bribery and corruption risks and allows us to better evaluate and mitigate these risks and thereby protect ourselves. Risk assessment is intended to be an ongoing process with continuous communication between managers and the company Directors.

Accurate Books and Record-Keeping
Many serious bribery and corruption offences have been found to involve some degree of inaccurate record-keeping. We must ensure that we maintain accurate books, records and financial reporting within the company and for significant business partner working on our behalf. Our books, records and overall financial reporting must also be transparent. This is, they must accurately reflect each of the underlying transactions and all payments must be supported by invoices. False, misleading or inaccurate records of any kind could potentially damage the company.

Effective Monitoring and Internal Control
Our business must maintain an effective system of internal control and monitoring of our transactions. Once bribery and corruption risks have been identified and highlighted via the risk assessment process, procedures can be developed within a comprehensive control and monitoring programme in order to help mitigate these risks on an ongoing basis.

All managers must engage in effective risk assessment and implement the necessary steps to prevent bribery and corruption.

Bribery and corruption risks typically fall within the following categories:

Use of Business Partners
The definition of a business partner is broad, and could include agents, distributors, joint venture partners and partner in the company’s supply chain who act on behalf of the company. Whilst the use of business partners can help us to reach our business goals, we need to be aware that these arrangements can potentially present the company with significant risks.

Risk can be identified where a business partner conducts activities on the company’s behalf, so that the result of their actions can be seen as benefiting the company. Such business partners are more commonly known as agents.

Business partners who act on the company’s behalf must always be advised of the existence of, and operate at all times in accordance with, this policy.

The Directors are responsible for the evaluation of each relationship and determining whether or not it falls into this category. Where risk regarding the business partner arrangement has been identified, the company must:

• Evaluate the background, experience and reputation of the business partner;
• Understand the services to be provided, and methods of compensation and payment;
• Evaluate the business rationale for engaging the business partner;
• Take reasonable steps to monitor the transaction of business partners appropriately;
• Ensure there is a written record in place with acknowledges the business partner’s understanding and compliance with this policy.

The company is ultimately responsible for ensuring that business partner who act on its behalf are compliant with this policy as well as with any local laws. Ignorance or “turning a blind eye” is not an excuse. The Directors will take legal advice where necessary.

Gifts, Entertainment and Hospitality 
Gifts, entertainment and hospitality include the receipt or offer of gifts, meals or tokens of appreciation and gratitude, or invitation to events, functions, or other social gatherings, in connection with matters relating to business. These activities are acceptable provided they fall within reasonable bounds of value and frequency. 

How to evaluate what is 'acceptable':
First, take a step back and ask yourself the following:

• What is the intent – is it to build a relationship or is it something else?
• How would it look if these details were on the front of a newspaper?
• What if the situation were to be reversed – would there be a double standard?

If you find it difficult to answer one of the above questions, there may a risk involved which could potentially damage the company’s reputation and business. The action could well be unlawful.

Although no two situations are the same, the following guidance should be considered:

Never acceptable
Circumstances which are never permissible include examples that involve:

• A ‘quid pro quo’ (offered for something in return)
• Gifts in the form of cash/or cash equivalent vouchers
• Entertainment of a sexual of similarly inappropriate nature
• Lavish corporate hospitality

As a general rule, company employees and business partners should not provide gifts to, or receive them from, those meeting the definition of a government official detailed in this policy (or their close families and business associates). However, it is understood that in certain countries gift giving and receiving with such individual is a cultural norm. If you are faced with such a situation, please consult with a Director before proceeding.

Usually acceptable
Possible circumstance that are usually acceptable include:

• Modest/occasional meals with someone with whom we do business;
• Occasional attendance at ordinary sports, theatre and other cultural events;
• Gifts of a nominal value, such as pens or small promotional items.

A variety of cultural factors such as customer, currency and expectations may influence the level of acceptability. If you feel uncertain at any time regarding cultural acceptability of gifts, entertainment or hospitality, please consult your Division Director. In addition, if an example does not fall under the above categories, please in the first instance seek guidance from a Director. Generally, such examples would not be permissible without prior approval.

Transparency is key
The company will maintain and monitor its gifts, entertainment and hospitality. In the event that an inappropriate or impermissible form of gift, entertainment or hospitality has been granted or accepted, you must contact your Division Director.

Facilitation Payments
In many countries, it is customary business practice to make payments or gifts of small value to junior government officials in order to speed up or facilitate a routine action or process. 

Despite this, facilitation payments as defined here are against this policy and are illegal within the UK.

The UK Bribery Act 2010 makes no distinction between facilitation payments and bribes regardless of size or local cultural expectations, even if that is “how business is done here”.

However, if a facilitation payment if requested, or if you are forced to pay under duress or faced with potential safety issues or harm , such a payment may be made, provided that certain steps are followed. If you are ever placed in such a situation, you must contact a Director as soon as possible and you must record the payment appropriately within the company books and records to reflect the substance of the underlying transaction.

If you are unsure whether certain payments which resemble the definition of facilitation payments are permissible, please contact your Division Director.

We all have a responsibility to help detect, prevent and report instances not only of bribery, but also of any other suspicious activity or wrongdoing. The company is absolutely committed to ensuring that all of us have a safe, reliable, and confidential way of reporting any suspicious activity. We want each and every one to know how they can “speak up”.

If you have a concern regarding a suspected instance of bribery or corruption, please speak up – your information and assistance can only help. The sooner you
act, the better for your and for the company.

If you are concerned that a corrupt act of some kind is being considered or carried out – either within the company, by any of our business partners or by any of our competitors – you must report the issues/concern to a Director.

In the event that an incident of bribery, corruption, or wrongdoing is reported, we will act as soon as possible to evaluate the situation. The company has clearly defined procedure for investigating fraud, misconduct and non-compliance issues and these will be followed in any investigation of this kind. If you have any further questions about these procedures, please contact a Director.

Last updated: July 2024