ANTI BRIBERY & CORRUPTION POLICY
Organisation - This statement applies to all companies within and associated to Cawood Scientific Ltd (referred to in this statement as ‘The Group’). The information included in the statement refers to the financial year 2017/18.
Organisational Structure - We are a laboratory testing provider operating in the ‘land-based’ sectors. Meritas Ltd is the ultimate parent company of the Group which trades primarily through the wholly owned subsidiaries of Cawood Scientific Limited and Mambo-Tox Limited. The Group has its head office in Bracknell with a number of smaller offices around the UK and employs laboratory people as well as management and administration colleagues across the UK.
We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate and implement and enforce effective systems to ensure compliance with such laws. In particular, we are required to comply with the Bribery Act 2010 (the Bribery Act) in respect of our conduct in the UK and overseas.
In the UK, bribery is punishable for individuals by up to 10 years' imprisonment and if we are found as a business to have taken part in bribery, then we could be found guilty of a criminal offence, face an unlimited fine, be excluded from tendering for public sector contracts and face severe damage to our reputation. We therefore take our legal responsibilities very seriously. As such, a breach of this policy will be considered as a disciplinary matter and may be considered as gross misconduct giving grounds for dismissal.
If you have any doubt as to whether any conduct could amount to bribery, the matter should be referred to the Company Secretary, who has overall responsibility for this policy. It is essential that you read this policy and comply with it at all times when carrying out activities on behalf of the Company or its subsidiaries.
2. PURPOSE AND SCOPE OF THIS POLICY
The purpose of this policy is to:
- set out the responsibilities of the Company and those that work on its behalf in observing and upholding our zero-tolerance position on bribery and corruption; and
- provide information and guidance to those working for us on how to recognise and deal with bribery and corruption issues.
This policy applies to the Company and its subsidiaries as well as all persons working for us or on our behalf in any capacity, including employees at all levels (whether permanent, fixed-term or temporary), directors, officers, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third party representatives and business partners, sponsors or any other person associated with us, wherever located.
3. RESPONSIBILITY FOR THIS POLICY
The Board has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it. The Company Secretary has primary and day-to-day responsibility for implementing this policy, monitoring its use and effectiveness, dealing with any queries about it, and auditing internal control systems and procedures to ensure they are effective in countering bribery and corruption.
Management at all levels are responsible for ensuring those reporting to them understand and comply with this policy and are given adequate and regular training on it.
The prevention, detection and reporting of bribery is the responsibility of all employees throughout the Company. Where knowledge or suspicion or reasonable grounds for suspicion exist, personnel should report these suspicions to the Company Secretary. Where personnel are concerned that such reporting will not be taken seriously or will cause them to be penalised in some way or are otherwise uncomfortable, a report should be made under the whistleblowing procedure to the Chairman.
We are committed to ensuring that those working for us do not suffer 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 other corruption offence has taken place or may take place in the future. For these purposes, detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform your line manager or the Company Secretary immediately.
4. RISK ASSESSMENT
We will perform an annual risk assessment of the bribery and corruption risks which affect our business and report this to the Board. Senior management will be required to complete an annual bribery and corruption declaration confirming that this policy has been complied with by them and their business areas.
Similarly, any company policies on financial crime prevention procedures will be reviewed regularly as part of the Company’s risk assessment procedures.
Annexed to this policy is a list of possible red flag scenarios that may arise during the course of you working for us and which may raise concerns under applicable anti-bribery laws. This list is not intended to be exhaustive and is for illustrative purposes only. However, you should review these policies and be mindful of similar situations while acting on behalf of the Company.
5. WHAT IS A BRIBE?
The Bribery Act makes it an offence to offer, promise, give or receive a bribe. The Bribery Act provides that where a person is found guilty of paying or receiving a bribe then they commit an offence and will be liable to imprisonment for up to 10 years.
Giving a bribe
The Bribery Act defines bribing a person in two ways:
(1) First, the offering, promising or giving of a financial or other advantage to another person intending by providing the advantage to induce a person to perform a relevant function improperly or to reward a person for the improper performance of such a function or activity.
This covers the situations where money, gifts, entertainment, hospitality or other advantage is offered to a person intending to induce a person to improperly perform a relevant function or activity or to reward a person for the improper performance of such a function or activity. In this circumstance, it does not matter if the person who is offered, promised or given the financial or other advantage is the same person who is to perform the function improperly.
A relevant function or activity can relate to a person's public duties, private business, their employment or duties performed on behalf of an organisation, for example a company or partnership. All that is required is that the recipient of the bribe is acting in a position of trust, or is required to act in relation to that function in good faith or impartially. A person acts improperly where they act illegally, unethically or contrary to an expectation of good faith or impartiality, or where they abuse a position of trust.
(2) Secondly, a bribe occurs where a person offers, promises or gives a financial or other advantage to another person in circumstances where the person offering, promising or giving the financial or other advantage knows or believes that the acceptance of an advantage would constitute the improper performance of a relevant function or activity. This covers circumstances, particularly when dealing with a person within particular sectors, where it is known or believed that a person is not allowed to be offered, promised or given money, gifts, entertainment, hospitality or other advantages but, irrespective of this, such financial or other advantages are still offered, promised or given to the person.
In either case, it does not matter if the offering, promising or giving of the financial or other advantage is direct to the person who it is intended to influence or through a third party.
Foreign public officials
The Bribery Act also makes it a specific offence to bribe a foreign public official. This covers offering, promising or giving a financial or other advantage to a foreign public official with the intent to obtain or retain business or an advantage in the conduct of business. Under UK law, any offer of an advantage to a foreign public official in connection with winning or retaining business could be treated as a bribe, even if nothing improper was intended. Therefore you must be very careful when dealing with public officials, in particular those in or from countries outside the UK.
In addition, facilitation payments are considered bribes under the Bribery Act. Facilitation payments are typically small payments made to low level government officials to secure or speed up a routine government or regulatory action. Accordingly, those subject to this policy must not give or offer facilitation payments. The only exception is where a failure to make such a payment creates a risk to life, a risk of serious injury or a risk to liberty, in which case the payment must be reported to the compliance manager as soon as reasonably practical, setting out in writing the circumstances in which the payment was made.
Receiving a bribe
The Bribery Act also makes it an offence to receive a bribe. Receiving a bribe can arise in various circumstances. For example, where a person requests, agrees to receive or accepts a financial or other advantage and intends that, as a result of this advantage, they will improperly perform a relevant function or activity, this will amount to a bribe. Further, where an improper performance has been conducted in anticipation of receiving a financial or other advantage or where a person is rewarded for the improper performance of a relevant function or activity, then this would also be considered a bribe.
Examples of bribery
A. 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 customer to accept your offer.
B. 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 as you would be doing so to gain a personal advantage.
C. Bribing a foreign official
You arrange for the business to pay an additional "grease" 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 is committed as soon as the offer is made. This is because it is made to gain a business advantage for us. We may also be found to have committed an offence.
6. WHAT ACTIONS ARE PROHIBITED?
In order to comply with the Bribery Act and our obligations under other applicable anti-bribery requirements, this policy prohibits:
- the offering, promising or giving, or the solicitation or acceptance, of any bribe, whether cash, gift, hospitality or other inducement
- to or from any person or company, wherever they are situated and whether they are a public official or body or private person or company
- by any person subject to this policy, whether an individual employee, agent or other person or body acting on behalf of the Company or its subsidiaries
- which is intended to gain any commercial, contractual, regulatory or other advantage for the company in any way which is illegal, unethical or encourages a third party to carry out a function improperly or impartially
- or in order to gain any personal advantage, pecuniary or otherwise, for the individual or anyone connected with the individual.
It is also not acceptable for you to threaten or retaliate against another individual who has refused to commit a bribery offence or who has raised concerns under this policy, or to engage in any other activity that might lead to a breach of this policy.
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 which details the reason for payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these with your line manager or the Company Secretary.
7. GIFTS, HOSPITALITY, ENTERTAINING AND PROMOTIONS
This policy is not intended to prohibit legitimate activities, such as special promotions on products and services or corporate hospitality, which are considered to be incidental to the ordinary business of the Company or its subsidiaries. We allow both the giving and receiving of reasonable and proportionate gifts, hospitality and entertainment provided in the course of business and in good faith, for the purposes of:
- establishing or maintaining good business relationships;
- improving or maintaining our image or reputation; or
- marketing or presenting our products and/or services effectively.
We do not, however, allow the giving or receiving of any gifts, hospitality or entertaining which is intended to induce a person to perform a relevant function improperly or to reward a person for the improper performance of such a function or activity. Nor do we offer, promise or give gifts, hospitality or entertainment in circumstances where we know or believe that the person receiving the gift, hospitality or entertainment is not allowed to receive it.
In circumstances where you are offered a gift or invited to a hospitality or entertainment event, you should consider:
- why you have received the gift/entertainment; and
- if the person/organisation giving the gift or invitation expects anything from you in return.
If you feel uneasy or awkward about accepting such offers then you should discuss the appropriateness of the gift/invitation with your line manager.
Examples of inducements which should not be offered or accepted include cash, any object readily converted into cash, or any other object or hospitality of significant value. Promotional gifts of low value such as branded stationery to or from existing customers, suppliers and business partners will usually be acceptable.
Individuals are required to register with the Company Secretary details of gifts, inducements and hospitality, whether given or received, with an estimated value in excess of £100.00 per individual and to seek guidance from the Managing Director if in doubt about the suitability of any gift, inducement or hospitality. Such items are to be recorded in “The Register of Inducements” which is subject to annual inspection by the Board. For the purposes of clarification this does not mean hospitality in excess of £100.00 per individual cannot be given or received in appropriate circumstances, but that it is required to be recorded in the register.
When giving or receiving gifts, hospitality or entertaining (which does not involve government or public sector officials) but where the value of the gifts, entertainment or hospitality is £100.00 or more then it must be authorised by your line manager.
Reimbursing a third party's legitimate expenses, or accepting an offer to reimburse our expenses (for example, the costs of attending a business meeting) would not usually amount to bribery. However, a payment in excess of genuine and reasonable business expenses (such as the cost of an extended hotel stay) is not acceptable.
Gifts to or from government or public sector officials or representatives, regardless of value, must be approved by the Company Secretary.
We appreciate that practice 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, hospitality or payment is reasonable and justifiable. The intention behind it should always be considered.
8. POLITICAL AND CHARITABLE DONATIONS AND SPONSORSHIPS
We do not make contributions to political parties or campaigns, or to other organisations or individuals involved in politics unless pre-approved by the Board. We will only make charitable donations that are legal and ethical under local laws and practices to ensure that charitable donations and sponsorship cannot be used to conceal bribery or corruption.
All charitable donations and sponsorship which are to be made by the Company or its subsidiaries must be submitted to the Company Secretary for approval by the Board.
9. TRAINING AND COMMUNICATIONS
This policy and any relevant guidance will be communicated to all individuals who work for us. Appropriate training on this policy will be provided as necessary.
Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate thereafter.
We must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties. Gifts and hospitality payments must also be recorded in accordance with section 6 of this policy above. All accounts, invoices and other records relating to dealings with third parties, including suppliers and customers, should be prepared with strict accuracy and completeness. Accounts must not be kept "off-book" to facilitate or conceal improper payments.
11. BREACHES OF THIS POLICY
Any employee who breaches this policy will face disciplinary action, which could result in dismissal for misconduct or gross misconduct. We may also terminate our relationship with other individuals and organisations working on our behalf if they breach this policy.
12. OUR RISK MITIGATION PROCEDURES
Under the Bribery Act, it is a defence for organisations accused of failing to prevent persons associated with them from committing bribery to have adequate prevention procedures in place. This policy forms part of the adequate procedures we have in place in order to prevent bribery and corruption. The UK government has published guidance on the types of measures that should be implemented in order to be able to rely on this defence. While there is no one-size-fits-all solution to prevent bribery and corruption, this guidance centres around six key principles, which are detailed below. We should keep these principles in mind in relation to all activities carried out on behalf of the Company and its subsidiaries, with a view to ensuring a culture across the business that complies with anti-bribery laws and aims to prevent involvement in any activities that may constitute bribery or corruption offences.
The six principles of bribery prevention:
- Risk Assessment. Bribery and corruption risk factors include jurisdiction, industry sector and the use of introducers/representatives.
- Top Level Commitment. A compliant culture exists across the various companies, with zero tolerance to all forms of fraud and financial crime.
- Due Diligence. All relationships are subject to review prior to any agreement being signed. Commission paid or received by us is based on results, and the relationship between the two can be easily seen and assessed.
- Clear, practical and accessible policies and procedures. Including donations, hospitality and promotional expenses.
- Effective implementation. The embedding of an anti-bribery culture.
- Monitoring and Review (relating to financial controls). Accounts and records are all subject to regular checks with appropriate segregation of duties and approval procedures.
This Policy as considered and approved at the Board meeting held on Friday November 18th 2011.