Anti-Bribery Corruption Policy

Effective: January 01, 2024

The Company acknowledges that it is illegal to accept, agree, give, offer, promise, receive or request bribes. Our aim is to protect our employees from being exposed to bribery. We have a zero-tolerance stance towards bribery, corruption and fraud and our aim is to minimise risks of such instances occurring and to take appropriate and proportionate action should these events arise.

Definitions

Fraud: This is purposefully making an untrue or misleading representation or failing to disclose accurate and transparent information with the intention of making a gain for oneself or another or causing a loss, or risk of loss, to another individual. A representation is false if it is untrue or misleading and the person making it knows that it is (or may be) untrue or misleading. Types of fraud include procurement fraud, fraudulent alteration of documents/records, expenses fraud, impersonation and payroll fraud. Fraud may also take the form of abuse by position, where an individual responsible for safeguarding the financial interests of another person acts against those interests. The applicable legislation which governs this is The Fraud Act 2006.

Bribery: This is giving or offering another person a monetary or other advantage to in an attempt to persuade that person to perform a particular task improperly, or to reward someone for having already done so. The law which governs this is the UK Bribery Act 2010. This Act created 4 prime offences under which it is illegal to:

• Offer or give a financial or other advantage to another individual with the intention of encouraging them to perform a task improperly with subsequent reward;
• Request, agree to receive or accept a financial or other advantage as a reward for improperly carrying out a particular task;
• Bribe a foreign public official in order to obtain or retain a business; and
• A new offence of an organisation failing to prevent a bribe being paid by anyone associated with the organisation – employees, or anyone working on the organisation’s behalf, such as a contractor or agent. It is an offence to offer such a person a financial or other advantage with the intention of influencing them in the performance of their official duties.

In each case, the offence is to be seen to be acting dishonestly with the intention of making a personal gain or gain to another, or causing a loss, or risk of same, to another person. The criminal act is the attempt to mislead, and therefore attempted fraud is treated as seriously as accomplished fraud.

Facilitation payment: This is a specific type of bribe. An example is an unofficial direct payment given to a public official to undertake or speed up the performance of their normal duties.

Corruption: This is the misuse of entrusted power for personal gain. This would include dishonest or fraudulent behaviour by those in positions of power, such as managers or government officials. It would include offering, giving and receiving bribes to influence the actions of someone in a position of power or influence, and the diversion of funds for private gain.

Conflict of interest: This is where an individual has private interests that may or actually do influence the decisions that they make as an employee or representative of an organisation.

Scope of the Policy

The Company will ensure that:

• Any individuals or groups who are receiving funds from the Company or representing the Company (including third parties such as suppliers) must act in accordance with this policy;
• This policy applies to the Company’s activities on a global basis and applies to any entities owned and controlled by the Company;
• It regularly reviews and evaluates the effectiveness of its risk management controls and processes in relation to fraud, by carrying out the necessary assurance processes and audits.

Reporting Bribery (Internally)

The Company requires all of its employees to immediately report to management any suspected or actual instances of bribery, corruption or fraud. This includes any demands to make facilitation payments, offers to pay bribes, and solicitation of bribes, or any other similar matter which gives rise to a conflict of interest. The Company will not penalise or take disciplinary action against anyone who raises a concern in relation to actual or suspected fraud in good faith, irrespective of whether the claim turns out to be factual. Any other employees who harass or victimise an individual because they reported such an instance will themselves be subject to disciplinary or legal measures.

Reporting Bribery (Externally)

The Company will fully meet its obligations to report bribery, corruption and fraudulent activity to third parties. Whenever necessary, the Company will work alongside regulators, government authorities and stakeholders to tackle instances of fraud.

Consequences of Bribery

The Company will take disciplinary action and, if necessary, legal action against anyone found to have enacted or contributed towards fraudulent or other such improper activities, during the course of business activities on the part of the Company. This may include dismissal of employees who are found to be in breach of this policy. Furthermore, failure to report these matters could also result in disciplinary action. The Company will also seek to recover any assets which have been lost as a result of fraud. Unlimited fines may also be imposed on both the individual and the Company, or they may be imprisoned for up to 10 years. Naturally, there may also be significant reputational damage to both the individual and the Company, which could follow from any of the above consequences.

Facilitation Payments

Facilitation payments are a type of bribe and are illegal under The Bribery Act 2010. The following are examples of facilitation payments:

1. Employees being offered a free meal or accommodation (outside of what can normally be expected in a modest business setting) in an effort to be treated favourably;
2. Making a non-official payment to a police officer to guard a building;
3. Making a payment in order to pass through border controls and by-pass security;

Exceptions

The Bribery Act 2010 appreciates that certain circumstances may arise wherein individuals are left with no alternative but to facilitate fraudulent payments so as to avoid loss of life, limb or liberty, in which case the defence of duress is likely to be both available and availed of. In these circumstances, employees should follow these steps:

• If asked for a payment, refuse. If the individual insists, ask them where the requirement for the payment is shown and also ask for a receipt;
• If that individual is then unable to provide the evidence requested to show that the fee is legitimate, ask for a supervisor/manager and inform them that you would be prosecuted if you made the payment without sufficiently evidenced grounds to do so;
• If you feel that refusing to pay puts you at any kind of risk (be it a security breach or physical harm), report it as soon as possible to your manager and they may or may not then need to inform the relevant authorities. Making it difficult for an individual to obtain a bribe could deter them from approaching and asking others in future.

The Company will monitor and review this policy regularly, as deemed necessary.