Anti-bribery and corruption policy

The policy lays out our approach to bribery and corruption and explains how to recognise and deal with it.

1. The purpose of this policy is to:

1. set out the company’s responsibilities, and the responsibilities of those working for us or associated with us, in observing and upholding the company’s position on bribery and corruption; and
2. provide information and guidance to those working for us on how to recognise and deal with bribery and corruption issues.

It is important that every employee of the company reads, understands and acts in accordance with this policy.

2. To whom does this policy apply?

The company acknowledges that it is bound by the Bribery Act 2010 as it is incorporated in England and Wales and established within the United Kingdom. The company also complies with laws relevant to countering bribery and corruption in the jurisdictions in which it operates, and in particular Ukraine where its operations are located.

This policy applies to the employees of the company, working at all levels and grades, including directors, managers, employees (whether permanent, fixed-term or temporary) (collectively referred to as “workers” in this policy), consultants, contractors, seconded staff, outsourced staff, interns, agents or any other person associated with the company. Partner companies of the company are encouraged to adopt a similar policy, and adequate procedures, to prevent bribery.

3. What it means for the company employees – a brief overview:

3.1 According to this policy, it is an offence (1) to bribe another person; (2) to be bribed; (3) to bribe a public official; and (4) for a company to fail to prevent bribery (Bribery Act 2010).

3.2 Unlimited fines and imprisonment up to 10 years can be imposed on individuals who fail to comply with the legislation.

3.3 You must never offer, promise or give a financial or other advantage to any person (including public officials) with the intention of inducing or rewarding improper performance by them of their duties. For clarification, foreign public official includes all non-UK public officials.

3.4 You must never directly or indirectly accept or agree to receive a financial or other advantage as a reward for the improper performance of your duties. It makes no difference whether the advantage is for you or a third party.

3.5 Where the role of the company’s employee requires this, s/he is permitted to give and receive entertainment/hospitality (an employee should ask his/her line manager if he/she is unsure about this), but this should always be in a reasonable and proportionate manner. Further guidance on this (along with business gifts) is set out later in this policy.

4. Principles of the company

4.1 It is the company’s policy to conduct its business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate.

4.2 It is the company’s best practice objective that those with whom it does business take a similar zero-tolerance approach to bribery and corruption.

4.3 The company is bound by the laws of the UK, including the Bribery Act 2010, in respect of our conduct both in the UK and elsewhere. The company must also comply with laws relevant to countering bribery and corruption in the jurisdictions in which it operates and in particular Ukraine where its operations are located.

4.4 Bribery and corruption are criminal offences and are punishable (including imprisonment). If the company is found to be involved in corruption, it might have a serious negative impact on the company’s business reputation. The company therefore takes its legal and reputation responsibilities very seriously and expects its employees to do the same.

4.5 In this policy, “third party” means any individual or organisation the company’s employees come into contact with during the course of their work for the company, and includes actual and potential customers, suppliers, distributors, business contacts, agents, advisors, government and public bodies (including their advisors, representatives and officials), politicians and political parties.

5. Responsibility for the policy

5.1 The Chief Executive Officer of the Group is the Director with primary accountability for our anti-bribery and anti-corruption procedures and shall report the results of adherence to this policy at least semi-annually to the Board of Directors.

5.2 The company’s management team is responsible for ensuring the day to day following of this policy in the course of work, monitoring its compliance with legal requirements, its adequacy and effectiveness. Management and senior staff at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy. Any improvements of work activities identified will be made as soon as possible and shall be subject to regular review to ensure that they are effective for the purpose.

5.3 All workers of the company are responsible individually and collectively for the success of this policy and must ensure that they adhere to the procedures set out. If a worker considers that the policy could be improved then such comments, suggestions and queries should be raised with a line manager.

6. What are bribery and corruption?

Corruption is the abuse of public or private office for personal gain. A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage through “improper performance” by the bribe recipient.
Improper performance happens when a person fails to act (1) in good faith, (2) impartially or (3) in accordance with a position of trust (i.e. abuse of office).

For the purposes of this policy, bribery occurs when one person offers, pays, seeks or accepts a payment, gift, favour, or a financial or other advantage from another to influence a business process and outcome improperly, or to induce or reward improper conduct.
Bribery and corruption – whether involving government officials or commercial entities, including joint ventures – can be direct or indirect through third parties such as agents, brokers, consultants and joint venture partners. It includes facilitation payments even though in some countries these are legal.

7. Gifts and hospitality

This policy does not prohibit normal and appropriate exchange of business gifts and hospitality, both given and received, to or from third parties. However, any gifts given or received must be in accordance with the provisions of this policy.

This policy permits the giving or receiving of a gift on behalf of the company provided that:

1. it is not made with the intention of influencing the company employee (in the case of receiving a gift) or a third party (in the case of giving a gift) to perform the company employee’s/third party’s duties in an improper manner;
2. it complies with local law, taking into account all the circumstances, it is proportionate and given or received at an appropriate time;
3. it is given or received openly and is not secretive in nature;
4. it does not include money or a money equivalent, such as gift certificates;
5. in relation to government officials, it is not given or received without the prior approval of the company’s employee line manager.

Although the policy provides scenarios where receiving a business gift may be acceptable, the company employees should have regard at all times to whether, in considering all the circumstances, the gift is reasonable and justifiable. On each occasion an employee should consider the intention behind the gift and whether in receiving the gift, s/he is being asked to perform his/her duties in an improper way.

All gifts received or given should be recorded in a log.

8. What is not acceptable?

In addition to the above, it is not acceptable for the company employee (or someone on his/her behalf) to:

1. give, promise to give, or offer, a payment, gift or hospitality with the intention of influencing, inducing or rewarding improper performance;
2. give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to “facilitate” or expedite a routine procedure (where the payment is not a legitimate payment pursuant to local written law);
3. accept payment from a third party that an employee knows/suspects is offered with the expectation that it will obtain a business advantage for them which will be obtained through improper performance by an employee or the company;
4. accept a gift or hospitality from a third party if an employee knows or suspects that it is offered or provided with the intention of influencing improper performance by an employee or the company in return;
5. threaten or retaliate against another employee of the company who has refused to commit a bribery offence or who has raised concerns under this policy; or
6. engage in any activity that might lead to a breach of this policy.

9. Facilitation payments

9.1 The company does not make, and will not accept, facilitation payments or “kickbacks” of any kind.

9.2 Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government action by a government official. Such payments are not a common practice supported by the company but are widely spread in some other jurisdictions in which the company may operate.

9.3 If the company employee is asked to make a payment on the company’s behalf, s/he should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. The company employees should always ask for a receipt which details the reason for the payment. If an employee has any suspicions, concerns or queries regarding a payment, s/he should raise these with a line manager.

9.4 Whilst UK law prohibits facilitation payments and kickbacks, the company employees must not undertake such actions. Any such incidents or inducement to do so should be reported to an employee’s line manager at the first available opportunity.

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

10. Donations

The company does not make contributions to political parties. The company only makes charitable donations that are legal and ethical under local laws and practices. No donation should be made, under any circumstances, without the prior approval of the company’s Chief Executive Officer.

11. Associated persons

The definition of “associated person” is wide and can mean any person performing services for and on behalf of the company. In having regard to all the circumstances, this could include staff, agents, consultants, subsidiaries and partners.

In working with associated persons, the following should be considered:

1. due diligence – due diligence should be conducted on proposed associated persons using a risk based approach. Regard should be given to the work being undertaken by that person, the location of their business, any history of non-compliance or bribery and any other relevant risks. Although the company does not anticipate contracting with anyone in a high risk relationship, where an employee considers someone to be in a high risk category s/he should revert to his/her line manager.
2. contracting – if the company decides to enter into a contract with an associated person, the company employee in charge of concluding such a contract should consider whether to include additional anti‐corruption provisions in the written contract. In contracting such a person, an employee should speak to the company’s legal advisor on the most appropriate provisions to include, which will rule out the possibility of any unlawful acts by the associated person that may be construed as corrupt practices.
3. consultants and contractors – any consultant or contractor performing services for or on behalf of the company is to be made aware of this policy and is required to abide by this policy when performing these services.
4. awareness – all associated persons must obey the anti-corruption and bribery laws, and be briefed on the provisions of this policy prior to undertaking any works/services on behalf of the company. Paragraphs regarding this policy and the need to become familiar with it have to be included into the contracts that are going to be concluded between the company and its contractors.
5. monitoring – the works/services undertaken by the associated persons should be monitored. Employees should ensure that the company has a right to audit the works/services undertaken and a procedure is followed in case of breaches by such associated persons.
6. joint ventures – care should be taken when entering into joint ventures that your coventurers have their own adequate bribery and corruption policies and procedures that are not materially different from this policy.

12. Liability of the employees

12.1 Every employee of the company must ensure that s/he reads, understands and complies with this policy at all times.

12.2 An employee must inform his/her line manager about gifts and hospitality given or received (where it is possible to do so in advance or as soon as possible after giving/receiving gifts or hospitality).

12.3 Prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for the company or under its control. All workers are required to avoid any activity that might lead to a breach of this policy.

12.4 An employee must notify his/her line manager or the Chief Executive Officer of the company as soon as possible if s/he believes or suspects that a conflict with, or contravention of, this policy has occurred, or may occur in the future. For example, if a customer or potential customer offers an employee something to gain a business advantage with the company, or indicates to the employee that a gift or payment is required to secure their business. Further indicators that may point towards bribery or corruption are set out in Schedule 1.

12.5 Any employee who breaches this policy may face disciplinary action, which could result in dismissal.

12.6 With due regard to the labour legislation provisions, the company reserves its right to terminate contractual relationships with the workers if they breach this policy.

13. Self-certification

13.1 All senior management and line managers are to self-certify every 12 months that they have complied with this anti-bribery and anti-corruption policy and that they are not aware of any bribes being made, offered or received by anyone in the company or by any third party on behalf of the company.

13.2 All significant contractors and consultants performing services for or on behalf of the company will be required to self-certify every 12 months that they have complied with this anti-bribery and anti-corruption policy and that they are not aware of any bribes being made, offered or received in relation to the services provided.

14. Record-keeping

14.1 The company must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.

14.2 Employees must ensure all expenses claims relating to hospitality, business gifts or other expenses associated with the third parties are duly submitted and registered.

14.3 All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as customers, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept “off-book” to facilitate or conceal improper payments.

14.4 The HR department will maintain a log book of all hospitality and gifts received and given. In the event that an employee receives a gift or entertainment, this must be promptly notified to HR by email to be recorded in the log book. Such log books will then be regularly reviewed and will be subject to managerial review.

15. How to raise a concern

The company encourages the employees to raise concerns about any issue or suspicion of malpractice at the earliest possible stage. If an employee is unsure whether a particular act constitutes bribery or corruption, or if s/he has any other queries, these should be raised with his/her line manager or the Chief Executive Officer of the company.

16. Protection

Workers who refuse to accept or offer a bribe, or those who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. The company aims to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.

17. Monitoring and review

The company’s management team will monitor the effectiveness and review the implementation of this policy, considering its suitability, adequacy and effectiveness. Improvements identified will be made as soon as possible.

All the company’s employees are responsible for the success of this policy and should ensure they use it to disclose any suspected danger/risks or wrongdoing.

The company reserves the right to vary and/or amend the terms of this policy from time to time at its absolute discretion.

Schedule 1 – POTENTIAL RISK SCENARIOS: Bribery and corruption indicators
The following is a list of possible scenarios that may arise during the course of working for the company 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 to help the employees in their compliance with this policy.

If an employee encounters any of these scenarios while working for the company, s/he must report them promptly to his/her line manager:

1. an employee becomes aware that a third party engages in, or has been accused of engaging in, improper business practices;
2. an employee learns 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 government officials;
3. a third party insists on receiving a commission or fee payment for signing up to a contract with the company, or for a “help” in carrying out a procedure or process for the company, which the company is obliged to do according to law;
4. 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;
5. a third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business;
6. a third party requests an additional and not pre-agreed fee or commission for providing/“facilitating” provision of services;
7. a third party demands entertainment or gifts before commencing or continuing contractual negotiations or provision of services;
8. a third party requests that a payment is made to “overlook” potential legal violations;
9. a third party requests to provide employment or some other advantage to the third party’s friend or relative;
10. an employee of the company receives an invoice from a third party that appears to be non-standard or customised;
11. a third party refuses to put terms agreed in writing;
12. an employee notices that the company has been invoiced for a commission or fee payment that appears large given the service stated to have been provided;
13. an employee of the company is offered an unusually generous gift or lavish hospitality by a third party;
14. an employee of the company is asked to give hospitality at which s/he is requested not to attend;
15. an employee of the company is offered hospitality at which the provider is not going to be in attendance;
16. an employee of the company is asked to give hospitality to persons who are not associated with the third party’s company/organisation (for example family members) or an employee of the company is offered hospitality, which extends to persons beyond the company’s business (for example family members).