Bribery & Anti-Corruption Policy

CONTENTS

1. Scope
2. What is bribery?
3. Gifts and hospitality
4. What is not acceptable?
5. Facilitation payments and kickback
6. Potential risk scenarios: "red flags"
7. Your responsibilities
8. Record keeping
9. How to raise a concern
10. What to do if you are a victim of bribery or corruption
11. Protection
12. Communication

SCOPE

This policy applies to all employees, as well as consultants, freelancers, agency workers and work experience.

WHAT IS BRIBERY?

A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage.

Example of 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.

Example of what could constitute 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, because you would be doing so to gain a personal advantage.

Example of bribing a foreign official

You arrange for the business to pay an additional 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 has been committed as soon as the offer is made. This is because it is made to gain a business advantage for us. The official may also be found to have committed an offence.

GIFTS AND HOSPITALITY

This policy does not prohibit normal and appropriate hospitality (given and received) to or from third parties.

Accepting a gift from or giving a gift to a third party is not prohibited if the following requirements are met:

• 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
• It complies with local law
• It is given in our name, not in your name
• It does not include cash or a cash equivalent (such as gift certificates or vouchers)
• It is appropriate in the circumstances. For example, in the UK it is customary for small gifts to be given at Christmas time
• Taking into account the reason for the gift, it is of an appropriate type and value and given at an appropriate time
• It is given openly, not secretly
• Gifts should not be offered to, or accepted from, government officials or
  representatives, or politicians or political parties, without the prior approval of your department director

We appreciate that the practice of giving business gifts 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 or hospitality are reasonable and justifiable. The intention behind the gift should always be considered.

WHAT IS NOT ACCEPTABLE?

It is not acceptable for you (or someone on your behalf) to:

• Give, promise to give, or offer a payment, a gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given
• Give, promise to give, or offer a payment, a gift or hospitality to a government official, agent or representative to "facilitate" or expedite a routine procedure
• Accept payment from a third party that you know or suspect is offered with the expectation that it will obtain a business advantage for them
• Accept a gift or hospitality from a third party if you know or suspect that it is offered or provided with an expectation that a business advantage will be provided by us in return
• Threaten or retaliate against another worker who has refused to commit a bribery offence or who has raised concerns under this policy
• Engage in any activity that might lead to a breach of this policy

FACILITATION PAYMENTS AND KICKBACK

We do not make, and will not accept, facilitation payments or "kickbacks" of any kind. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government action by a government official. They are not commonly paid in the UK, but are common in some other jurisdictions in which we operate.

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 that 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.

Kickbacks are typically payments made in return for a business favour or advantage. All workers must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by us.

POTENTIAL RISK SCENARIOS: "RED FLAGS"

The following is a list of possible red flags that may arise during the course of you working for us, and which may raise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only.

If you encounter any of these red flags while working for us, you must report them promptly to your manager or using the procedure set out in the Whistleblowing policy:

• You become aware that a third party engages in, or has been accused of engaging in, improper business practices
• You learn that a third party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a "special relationship" with foreign government officials
• A third party insists on receiving a commission or fee payment before committing to sign up to a contract with us, or carrying out a government function or process for us
• A third party requests payment in cash and/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 that payment is made to a country or geographic location different from where the third party resides or conducts business
• A third party requests an unexpected additional fee or commission to "facilitate" a service
• A third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services
• A third party requests that a payment is made to "overlook" potential legal violations
• A third party requests that you provide employment or some other advantage to a friend or relative
• You receive an invoice from a third party that appears to be non-standard or customised
• A third party insists on the use of side letters or refuses to put terms agreed in writing
• You notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided
• A third party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to us
• You are offered an unusually generous gift or offered lavish hospitality by a third party