Anti Bribery and Corruption Policy

This Policy sets out the Company’s position on any form of bribery and corruption and provides guidelines aimed at:

• ensuring compliance with anti-bribery laws, rules and regulations, specifically and particularly the UK Bribery Act 2010, but also in any other country within which the Company may in future carry out its business
• enabling employees and persons associated with the Company to understand the risks associated with bribery and to encourage them to be vigilant and effectively recognise, prevent 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 suspected instances of bribery or corruption.

This Policy applies to all permanent and temporary employees of the Company (including any of its intermediaries, subsidiaries or associated companies). It also applies to any individual or corporate entity associated with the Company or who performs functions in relation to, or for and on behalf of, the Company, including, but not limited to, directors, agency workers, casual workers, contractors, consultants, seconded staff, agents, suppliers and sponsors (“associated persons”). All employees and associated persons are expected to adhere to the principles set out in this Policy.

The UK legislation on which this Policy is based is the Bribery Act 2010 and it applies to the Company’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 improper 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 advantage in the conduct of business, for the Company. The Company 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 suffer substantial reputational damage.

All employees and associated persons are required to:

• comply with any anti-bribery and anti-corruption legislation that applies in any jurisdiction 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 Company’s core values by operating in an ethical, professional 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 Company 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, 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 what might constitute a breach of this Policy, refer the matter to your line manager or to the Managing Director.

The giving or receipt of business gifts or hospitality to or from 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 Company’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

In summary, 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 advantage 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.

Any payment or gift to a public official or other person to secure or accelerate 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.

However, the company recognises that you may find yourself in a situation where refusing to make such a payment might compromise the security of you or your companions. In such circumstances, you may use your personal judgement, but keep any such amount to the minimum possible, and submit a written report to your line manager or the Managing Director at the soonest possible opportunity. We will use this information to develop a strategy to minimise the risk of such a situation occurring again.

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 report any suspected bribery or corruption. You must immediately disclose to the Company 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 business of the Company. 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 Company but equally to all employees and associated persons.

The Company encourages all employees and associated persons to be vigilant and to report any unlawful conduct, suspicions or concerns promptly and without undue delay so that investigation may proceed and any action can be taken expeditiously. In the event that you wish to report an instance or suspected instance of bribery, you should contact your senior departmental manager in the first instance, unless they are the subject of your suspicions, in which case you should report to any other senior manager or the Managing Director. Confidentiality will be maintained during the investigation to the extent that this is practical and appropriate in the circumstances. The Company is committed to taking appropriate action against bribery and corruption. This could include either reporting the matter to an appropriate external regulatory agency or the police and/or taking internal disciplinary action against relevant employees and/or terminating contracts with associated persons.
The Company 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 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 corruption offence has taken place or may take place in the future.

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.

A breach of any of the provisions of this Policy will constitute a disciplinary offence and will be dealt with in accordance with the Company’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, a breach of this Policy could lead to the suspension or termination of any relevant contract, sub-contract or other agreement.

The Managing Director has responsibility for ensuring compliance with this Policy and will review its contents on a regular basis.

The Company will provide training to employees where necessary to help them understand their duties and responsibilities under this Policy. The Company’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.