1. POLICY STATEMENT
1.1 It is our policy to conduct all of our business in an honest and ethical manner. The Company's
board of directors (the "Board") is committed to establishing the highest standards and promotion of
good practice in bribery and corruption prevention as a reflection of its core values of integrity,
corporate responsibility and transparency. 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 and implementing and enforcing effective systems
to counter bribery and corruption.
1.2 We take our legal responsibilities very seriously. We will uphold all laws relevant to countering
bribery and corruption in all the jurisdictions in which we operate. However, we remain bound by
the laws of the UK, including the Bribery Act 2010, in respect of our conduct both at home and
abroad.
1.3 The purpose of this policy is to:
a) set out our responsibilities, and of those working for us, in observing and upholding our
position on bribery and corruption; and
b) provide information and guidance to those working for us on how to recognise and deal with
bribery and corruption issues.
This policy applies across all of the Company's operations.
1.4 Bribery and corruption are punishable for individuals by up to ten years imprisonment and if we are
found to have taken part in corruption, we could face an unlimited fine, be excluded from tendering
for public contracts and face damage to our reputation. We therefore take our legal responsibilities
very seriously.
1.5 In this policy, “third party” means any individual or organisation you come into contact with during
the course of your work for us, and includes actual and potential clients, customers, suppliers,
distributors, business contacts, agents, advisers, and government and public bodies, including their
advisors, representatives and officials, politicians and political parties.
2. SCOPE OF THE POLICY
2.1 This policy applies to all individuals working at all levels and grades, including senior managers,
officers, directors, employees (whether permanent, fixed-term or temporary), consultants,
contractors, trainees, seconded staff, homeworkers, casual workers and agency staff, volunteers,
interns, agents, sponsors, or any other person associated with us, or any of our subsidiaries or their
employees, wherever located (collectively referred to as workers in this policy).
2.2 It is the responsibility of all of the abovementioned parties to ensure that bribery is prevented,
detected and reported and all such reports should be made in accordance with the Company’s
Whistleblowing Policy or as otherwise stated in this Policy, as appropriate.
3. PURPOSE
3.1 Stratford-Thorne Ktd. (“the Company”) is committed to the practice of responsible
corporate behaviour and to complying with all laws, regulations and other requirements which
govern the conduct of our operations.
3.2 The Company is fully committed to instilling a strong anti-corruption culture and is fully committed to
compliance with all anti-bribery and anti-corruption legislation including, but not limited to, the
Bribery Act 2010 (“the Act”) and ensures that no bribes or other corrupt payments, inducements or
similar are made, offered, sought or obtained by us or anyone working on our behalf.
4. WHAT IS BRIBERY
4.1 Bribery is defined as the giving or promising of a financial or other advantage to another party
where that advantage is intended to induce the other party to perform a particular function
improperly, to reward them for the same, or where the acceptance of that advantage is in itself
improper conduct.
4.2 Bribery is also deemed to take place if any party requests or agrees to receive a financial or other
advantage from another party where that advantage is intended to induce that party to perform a
particular function improperly, where the acceptance of that advantage is in itself improper conduct,
or where that party acts improperly in anticipation of such advantage.
4.3 Bribery of a foreign official is defined as the giving or promising of a financial or other advantage
which is intended to influence the official in order to obtain business or an advantage in the conduct
of business unless the foreign official is required or permitted by law to be influenced by such
advantage.
Failure of a relevant commercial organisation to prevent Bribery by any associated person is also
considered an offence under the Bribery Act 2010.
4.4 Corruption is the abuse of entrusted power or position for private gain.
Examples:
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 client to accept your offer.
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.
Bribing a Foreign Official
You arrange for the business to pay an additional 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 has been 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.
5. CONSEQUENCES OF BRIBERY
5.1 Anyone or any organisation found guilty of bribery under the Act may face fines and/or prison
terms. In addition, high legal costs and adverse publicity are likely to result from any breach of the
Act.
5.2 For employees of the Company, failure to comply with this Policy and/or with the Act may result in:
5.2.1 disciplinary action which may include dismissal; and
5.2.2 criminal penalties under the Act which may result in a fine and/or imprisonment for up to 10
years.
5.3 For the Company, any breach of this Policy by any employee or business associate may result in:
5.3.1 the Company being deemed to be in breach of the Act;
5.3.2 the Company being subject to fines; and
5.3.3 the Company suffering negative publicity and further associated damage as a result of such
breach.
6. IMPROPER ACTIVITIES
6.1 It is not acceptable for you (or someone on your behalf) to:
a) 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;
b) give or accept a gift or hospitality during any commercial negotiations or tender process, if
this could be perceived as intended or likely to influence the outcome;
c) 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;
d) accept payment from a third party that you know or suspect is offered with the expectation
that it will obtain a business advantage for them;
e) accept a gift or hospitality from a third party if you know or suspect that it is offered or
provided with an expectation that a business advantage will be provided by us in return;
f) collude with any party or enter into any secret agreement/arrangement designed to
improperly influence the actions of a third party;
g) conduct or fail to report any fraudulent activity, intended to deceive another party in order to
improperly obtain a financial or other benefit or avoid an obligation
h) coerce or threaten any party who has refused to commit a bribery offence or who has raised
concerns under this policy; or
i) engage in any activity that might lead to a breach of this policy.
7. DUE DILIGENCE AND RISK
7.1 The Company undertakes to assess regularly and comprehensively the nature and extent of the
risks relating to bribery to which it is exposed, being aware that risks are potentially present
internally and externally.
7.2 The Company will ensure that any person responsible for or involved in investigating and carrying
out risk assessment exercised under this policy is adequately skilled and equipped to do so and will
use appropriately qualified external professionals where necessary.
7.3 The Company is committed to investigating and being fully informed about the individuals and
organisations with whom it has business dealings and the markets in which it operates. Where
appropriate, anti-bribery commitments will be written into contracts with third parties.
7.4 The following issues should be considered with care in any and all transactions, dealings with
officials, and other business matters concerning third parties:
7.4.1 Territorial risks, particularly the prevalence of bribery and corruption in a particular country;
7.4.2 Cross-border payments, particularly those involving territories falling under section 7.4.1;
7.4.3 Requests for cash payment, payment through intermediaries or other unusual methods of
payment;
7.4.4 Activities requiring the Company and / or any associated party to obtain permits or other
forms of official authorisation;
7.4.5 Transactions involving the import or export of goods.
7.5 All staff have must ensure all expenses claims relating to hospitality, gifts or expenses incurred to
third parties are submitted in accordance with our expenses policy and specifically record the
reason for the expenditure.
7.6 All staff must declare and keep a written record of all hospitality or gifts accepted or offered, which
will be subject to managerial review.
8. RESPONSIBILITY FOR COMPLIANCE
8.1 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.
8.2 The Compliance Committee has primary and day-to-day responsibility for implementing this policy,
for reviewing the policy and monitoring its use and effectiveness and dealing with any queries on
its interpretation. Management at all levels are responsible for ensuring those reporting to them are
made aware of and understand this policy and are given adequate and regular training on it.
8.3 You must ensure that you read, understand and comply with this policy.
8.4 The prevention, detection and reporting of bribery and other forms of corruption are the
responsibility of all those working for us or under our control. All workers are required to avoid any
activity that might lead to, or suggest, a breach of this policy.
8.5 You must notify your line manager or the Compliance Committee as soon as possible if you
believe or suspect that a conflict with this policy has occurred, or may occur in the future. For
example, if a client or potential client offers you something to gain a business advantage with us, or indicates to
you that a gift or payment is required to secure their business. Further "red flags" that may indicate
bribery or corruption are set out in the Schedule.
8.6 Compliance with this policy will be rigorously enforced. Any employee who breaches this policy will
face disciplinary action, which could result in dismissal for gross misconduct. We reserve our right
to terminate our contractual relationship with other workers if they breach this policy.
8.7 No party described in section 2.1 may:
8.7.1 give or promise any financial or other advantage to another party (or use a third party to do
the same) on the Company’s behalf where that advantage is intended to induce the other
party to perform a particular function improperly, to reward them for the same, or where the
acceptance of that advantage will in itself constitute improper conduct;
8.7.2 request or agree to receive any financial or other advantage from another party where that
advantage is intended to induce the improper performance of a particular function, where the
acceptance of that advantage will in itself constitute improper conduct, or where the recipient
intends to act improperly in anticipation of such an advantage.
8.8 Parties described in section 2.1 must:
8.8.1 be aware and alert at all times of all bribery risks as described in this Policy and in particular
as set out in section 7 above;
8.8.2 exercise due diligence at all times when dealing with third parties on behalf of the Company; and
8.8.3 report any and all concerns relating to bribery to the Stratford-Thorne Ltd. Finance Director, or, in the case
of non-employees, their normal point of contact within the Company, or otherwise in
accordance with the Company’s Whistleblowing Policy.
9. FACILITATION PAYMENTS
9.1 A facilitation payment is defined as a small payment made to officials in order to ensure or speed
up the performance of routine or necessary functions.
9.2 Facilitation payments constitute bribes and, subject to section 9.3, may not be made at any time
irrespective of prevailing business customs in certain territories.
9.3 Facilitation or similar payments may be made in limited circumstances where your life is in danger
but under no other circumstances. Any payment so made must be reported to the Stratford-Thorne ltd Finance
Director, as soon as is reasonably possible and practicable.
10. GIFTS AND HOSPITALITY
10.1 Gifts and hospitality remain a legitimate part of conducting business and should be provided only in
compliance with the Company’s Gifts and Hospitality Policy.
10.2 Gifts and hospitality can, when excessive, constitute a bribe and/or a conflict of interest. Care and
due diligence should be exercised at all times when giving or receiving any form of gift or hospitality
on behalf of the Company.
10.3 The following general principles apply:
10.3.1 Gifts and hospitality may neither be given nor received as rewards, inducements or
encouragement for preferential treatment or inappropriate or dishonest conduct.
10.3.2 Neither gifts nor hospitality should be actively sought or encouraged from any party, nor
should the impression be given that the award of any business, custom, contract or
similar will be in any way conditional on gifts or hospitality.
10.3.3 Cash should be neither given nor received as a gift under any circumstances.
10.3.4 Gifts and hospitality to or from relevant parties should be generally avoided at the time of
contracts being tendered or awarded.
10.3.5 The value of all gifts and hospitality, whether given or received, should be proportionate to
the matter to which they relate and should not be unusually high or generous when
compared to prevailing practices in our industry or sector.
10.3.6 Certain gifts which would otherwise be in breach of this Policy and/or the Hospitality and
Gifts Policy may be accepted if refusal would cause significant and/or cultural offence;
however the Company will donate any gifts accepted for such reasons to a registered,
non-profit UK charity of the recipient’s choosing.
10.3.7 All gifts and hospitality, whether given or received, must be recorded in the Hospitality &
Gifts Register.
10.3.8 Any gifts or hospitality received which are under the value of £100 may be accepted by
the recipient without prior approval from the Finance Director. For gifts or hospitality over
the value of £100, the recipient should seek approval from the Finance Director before
accepting. Approval should be sought by emailing the Finance Director, including the
nature of the gift / hospitality being offered, the value of the gift / hospitality, the name of
the person or company offering the gift / hospitality and the nature of Stratford-Thorne Ltd relationship
with this person or company.
11. CHARITABLE DONATIONS
11.1 Charitable donations are permitted only to registered (non-profit) charities. No charitable donations
may be given to any organisation which is not a registered charity.
11.2 All charitable donations must be fully recorded in the Charitable Donations Register.
11.3 Proof of receipt of all charitable donations must be obtained from the recipient organisation.
11.4 Under no circumstances may charitable donations be made in cash.
11.5 No charitable donation may be made at the request of any party where that donation may result in
improper conduct.
12. POLITICAL DONATIONS
12.1 The Company does not make political donations and the Company is not affiliated with any political
party, independent candidate, or with any other organisation whose activities are primarily political.
12.2 Employees and other associated parties are free to make personal donations provided such
payments are not purported to be made on behalf of the Company and are not made to obtain any
form of advantage in any business transaction.
13. HOW TO RAISE A CONCERN
You are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest
possible stage. No employee will be penalised for refusing to pay or accept a bribe even if such
refusal results in the loss of business. We aim 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.
If you are unsure whether a particular act constitutes bribery or corruption, or if you have any other
queries, these should be raised with your line manager, Legal Counsel or the Finance Director.
14. WHAT TO DO IF YOU ARE A VICTIM OF BRIBERY OR CORRUPTION
It is important that you tell the Legal Counsel as soon as possible if you are offered a bribe by a
third party, are asked to make one, suspect that this may happen in the future, or believe that you
are a victim of another form of unlawful activity.
You should also tell the Legal Counsel if you suspect another person of being involved in bribery of
any sort, so this can be investigated further.
15. TRAINING AND COMMUNICATION
15.1 All employees will receive regular, relevant training on how to implement and adhere to this
policy.
15.2 Our zero-tolerance approach to bribery and corruption is communicated to all suppliers,
contractors, business partners and intermediaries at the outset of our business relationship with
them and as appropriate thereafter.
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