1. Policy Statement

1.1 It is the policy of the Company to conduct business in an honest and ethical manner and, as part of that, it has a zero-tolerance approach to bribery and corruption. The Company is committed to acting professionally, fairly and with integrity in all its business dealing and relationships.

1.2 The Company will uphold all laws relevant to countering bribery and corruption wherever it conducts business, including in the UK, the Bribery Act 2010 (The Act).

1.3 This policy applies to all persons working for us, or on our behalf in any capacity, including employees at all levels, directors, agency workers, agents, contractors, sub-contractors, external consultants, third party representatives and business partners (associated persons).

2. Responsibility for the Policy

2.1 The Board of Directors has overall responsibility for ensuring this policy complies with our legal and ethical obligations and that all those under our control comply with it.

2.2 The Company Secretary has primary and day to day responsibility for implementing this policy, monitoring its effectiveness and auditing internal controls and procedures to ensure that they are effective in countering bribery.

2.3 The Management of the Company at all levels are responsible for ensuring those reporting to them understand and comply with this policy.

3. Compliance with the Policy

3.1 All employees must read, understand and comply with this policy.

3.2 A bribe is an inducement or reward offered, promised or provided in order to improperly gain any commercial, contractual, regulatory or personal advantage, which may constitute an offence under the Act, namely:

• giving or offering a bribe;
• receiving or requesting a bribe; or
• bribing a foreign public official.

The Company may also be liable under the Act if it fails to prevent bribery by an associated person for the Company’s benefit.

3.3 This policy does not prohibit normal and appropriate gifts and hospitality (given and received) to or from third parties unless otherwise specifically stated. Guidance on normal and appropriate gifts and hospitality is that gifts or hospitality:

• must not be made with the intention of improperly influencing a third party or employee or associated person to obtain or retain business or a business advantage;
• must comply with local laws;
• must be given in the name of the organisation, not in an individual’s name;
• must not include cash or cash equivalent;
• must be appropriate in the circumstances (type and value taking into account the reason for the gift); and
• must be given openly and not secretly.

3.4 Unacceptable behaviour includes to:

• give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that the Company will improperly be given a business advantage, or as a reward for a business advantage already improperly given;
• give, promise to give, or offer, a payment, gift or hospitality to a Government official, agent or representative to facilitate or expedite routine procedure;
• accept payment from a Third Party where it is known, or suspected that it is offered, or given with the expectation that the Third Party will improperly obtain a business advantage;
• accept a gift or hospitality from a Third Party where it is known or suspected that it is offered or provided with an expectation that a business advantage will be improperly provided by the Company in return;
• threaten or retaliate against another employee or associated person who has refused to commit a bribery office or who has raised concerns under the policy; or
• engage in any activity that might lead to a breach of this policy.

3.5 The Company does not make, and will not accept, facilitation payments or “kickbacks” of any kind, such as unofficial payments made to secure or expedite a routine Government action by a Government official, or payments made in return for a business favour or advantage.

3.6 The Company makes charitable donations and provides sponsorship that are legal and ethical under local laws and practices and in accordance with the Company’s internal policies and procedures.

3.7 The Company keeps appropriate financial records and has appropriate internal controls in place which evidence the reason for gifts, hospitality and payments made and received.

4. Communication and Awareness of this Policy

4.1 The Company’s zero-tolerance approach to its anti-corruption and anti-bribery must be explained to all employees on induction into the Company and to all associated persons on engagement and, where appropriate, communicated to all suppliers and business partners at the outset of a business relationship and reinforced as appropriate thereafter.

5. Breaches of this Policy

5.1 Any employee who breaches this policy will face disciplinary action for gross misconduct which could result in dismissal.

5.2 The Company may terminate its relationship with other individuals and organisations working on its behalf if they breach this policy.

Policy approved 16th March 2021