Business Ethics Policy

ANTI-BRIBERY

Introduction

One of the Company’s core values is to uphold responsible and fair business practices. It is committed to promoting and maintaining the highest level of ethical standards in relation to all of its business activities. Its reputation for maintaining lawful business practices is of paramount importance and this policy is designed to preserve these values. The Company therefore has a zero-tolerance policy towards bribery and corruption and is committed to acting fairly and with integrity in all of its business dealings and relationships and implementing and enforcing effective systems to counter bribery.

Purpose and scope of 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, not just within the UK but in any other country within which the Company may carry out its business or in relation to which its business may be connected

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.

Legal obligations

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, a 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 Management.

For the Company’s rules and procedures in relation to the receipt of business gifts from third parties and corporate hospitality offered to or received from third parties, please refer to the Company’s gifts from clients/supplier’s policy and its corporate hospitality policy. They form part of the Company’s zero tolerance policy towards bribery and they should be read in conjunction with this policy.

The giving of business gifts to 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

it is approved in advance by Management

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.

Responsibilities and reporting procedure

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 in accordance with the procedure set out in the Company’s whistleblowing policy.

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 applies 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 follow the steps set out in the Company’s whistleblowing policy. 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.

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.

Record keeping

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.

Sanctions for breach

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.

Examples of potential risks

The following is a non-exhaustive list of possible issues which raise bribery concerns and which you should report in accordance with the reporting procedure set out above:

a third party insists on receiving a commission or fee before committing to signing a contract with the Company, or carrying out a government function or process for the Company

a third party requests payment in cash, 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 an unexpected additional commission or fee to facilitate a service

a third party demands lavish, extraordinary or excessive gifts or hospitality before commencing or continuing contractual negotiations or provision of services

you are offered an unusually lavish, extraordinary or excessive gift or hospitality by a third party

you receive an invoice from a third party that appears to be non-standard or extraordinary

the Company is invoiced for a commission or fee payment that appears large given the service stated to have been provided.

WHISTLEBLOWING

The Public Interest Disclosure Act 1998 protects employees who raise legitimate concerns about specified matters from being dismissed by the Company or from being subjected to detrimental treatment or victimised by either the Company or work colleagues as a result, provided certain criteria are met. The Act makes provision about the kinds of disclosure which may be protected and the circumstances in which disclosures are protected. These rules are therefore intended to comply with the Act by encouraging employees to make disclosures about fraud, misconduct, bribery or other wrongdoing to the Company, without fear of reprisal, so that problems can be identified, dealt with and resolved quickly.

The Company’s policy is to support workers who raise protected disclosures. Employees must not victimise, subject to detrimental treatment or retaliate against an employee who has made a protected disclosure.

Employees are protected provided they reveal information of the right type (known as a “qualifying disclosure”) and they reveal that information to the right person and in the right way (known as making a “protected disclosure”).

Qualifying disclosures

Certain kinds of disclosure qualify for protection. These are disclosures of information which you reasonably believe are made in the public interest and tend to show one or more of the following relevant failures is either currently happening, took place in the past, or is likely to happen in the future:

• a criminal offence, including offences such as theft, fraud or acts of bribery

• the breach of a legal obligation

• a miscarriage of justice

• a danger to the health and safety of any individual

• damage to the environment

• deliberate concealment of information tending to show any of the above five matters.

Only disclosures of information that fall within one or more of these six categories qualify for protection.

Your belief must be reasonable, but it need not be correct. It might be discovered subsequently that you were, in fact, wrong or mistaken in your belief, but you must be able to show that you held the belief and that it was a reasonable belief to hold in the circumstances at the time of disclosure. Note that it is not your responsibility to investigate the matter. That is the Company’s responsibility.

You must also reasonably believe that your disclosure is made in the public interest. It will therefore not include disclosures which can properly be characterised as being of a personal rather than a wider public interest, for example a disclosure about a breach of the terms of your own contract of employment which does not affect anyone else.

Protected disclosures

For a qualifying disclosure to be a protected disclosure, you need to make it to the right person and in the right way. There are a number of methods by which you can make a protected disclosure, but the Company always encourages all employees to raise any disclosure internally in the first instance.

You are protected if you make a qualifying disclosure to either:

• the Company, or

• where you reasonably believe that the relevant failure relates solely or mainly to the conduct of a person other than the Company or any other matter for which a person other than the Company has legal responsibility, to that other person.

You are encouraged to raise any qualifying disclosures that you may have by following the disclosure procedure set out below.

If your concern relates to a breach of your own contract of employment which does not affect anyone else, you should use the Company’s grievance procedure instead as these types of disclosure are not made in the public interest and are therefore not covered by this policy.

The disclosure procedure

This procedure applies to all permanent and temporary employees and workers. In addition, third parties such as agency workers, consultants and contractors and any others who perform functions in relation to the Company should use it.

The procedure is as follows:

If you wish to make a qualifying disclosure, you should, in the first instance, report the situation in writing to Management, setting out in detail the nature of your disclosure. If you do not wish to contact Management, you can instead contact an alternative manager.

Such disclosures should be made promptly so that investigation may proceed and any action taken expeditiously.

All qualifying disclosures will be treated seriously. The disclosure will be promptly investigated and, as part of the investigatory process, you will be interviewed and asked to provide a written witness statement setting out the nature and details of your qualifying disclosure and the basis for it. Confidentiality will be maintained during the investigatory process to the extent that this is practical and appropriate in the circumstances. However, in order to effectively investigate a disclosure, the Company must be able to determine the scope of the investigation and the individuals who should be informed of or interviewed about the disclosure. The Company reserves the right to arrange for another manager to conduct the investigation other than the manager with whom you raised the matter.

Once the investigation has been completed, you will be informed in writing of the outcome and the Company’s conclusions and decision as soon as possible. The Company is committed to taking appropriate action with respect to all qualifying disclosures which are upheld.

You will not be penalised for raising a qualifying disclosure even if it is not upheld, unless the complaint was both untrue and made with malice.

Once the Company’s conclusions have been finalised, any necessary action will be taken. This could include an internal disciplinary action against relevant members of staff. If no action is to be taken, the reasons for this will be explained to you.

If, on conclusion of the above stages, you reasonably believe that appropriate action has not been taken, you may then report the matter externally to the proper authority in accordance with the provisions of the Act. However, the Company always encourages all employees to raise their concerns directly in the first instance, rather than externally. This enables issues to be dealt with promptly and speedily.

General principles

• be aware of the importance of eliminating fraud, misconduct, bribery or other wrongdoing at work. Report anything that you become aware of that is illegal or unlawful

• you will not be victimised, subjected to a detriment or dismissed for raising a protected disclosure under this procedure

• victimisation of an employee or worker, or subjecting them to any form of detrimental treatment or retaliation (including bullying and harassment), for raising a protected disclosure under this procedure will not be tolerated by the Company, is a disciplinary offence and will be dealt with under the Company’s disciplinary procedure. Depending on the seriousness of the offence, it may amount to potential gross misconduct and could result in your summary dismissal

• be aware that you can also be held personally liable for any act of victimisation or detrimental treatment of an employee or worker on the ground that they made a protected disclosure

• you should immediately draw the attention of Management to suspected cases of victimisation or detrimental treatment related to either you or another employee or worker having made a protected disclosure

• covering up someone else’s wrongdoing is also a disciplinary offence. Never agree to remain silent about a wrongdoing, even if told to do so by a person in authority, such as Management

• your right to make a protected disclosure under this procedure overrides any confidentiality provisions in your contract of employment

• finally, maliciously making a false allegation is a disciplinary offence.