Bribery, Anti-Corruption and Tax Evasion Policy
1 What does this policy cover?
1.1 This anti-bribery policy exists to set out the responsibilities of Consolidated Timber Holdings Group Limited and all of its subsidiary companies (together the “Group”) and those who work for us in regards to observing and upholding our zero-tolerance position on bribery and corruption.
1.2 It also exists to act as a source of information and guidance for those working for the Group. It helps them recognise and deal with bribery and corruption issues, as well as understand their responsibilities.
2 Policy Statement
1.1 It is the policy of the Group to conduct all its business in an honest and ethical manner. The Group takes a zero-tolerance approach to bribery, corruption and tax evasion and is committed to acting professionally, fairly and with integrity in all business dealings and relationships wherever it operates and implementing and enforcing effective systems to counter bribery and tax evasion.
1.2 The Group will uphold all laws relevant to countering bribery, corruption and tax evasion in all jurisdictions in which it operates. However the Group remains bound by the laws of the UK, including the Bribery Act 2010 and the Criminal Finance Act 2017, in respect of its conduct both at home and abroad.
1.3 The purpose of this policy is to:
1.3.1 Set out the Group’s responsibilities, and of those working for the Group, in observing and upholding our zero-tolerance position on bribery and corruption and tax evasion; and
1.3.2 Provide information and guidance to those working for the Group on how to recognise and deal with bribery and corruption and tax evasion issues.
1.4 Bribery and corruption in the UK are punishable for individuals by up to ten years’ imprisonment and if the Group is found to have taken part in corruption or tax evasion it could face an unlimited fine, be excluded from tendering for public contracts and face damage to the Group’s reputation, The Group therefore takes its legal responsibilities very seriously.
1.5 In the unlikely event where it becomes known that a bribery incident or tax evasion incident has been committed by an employee (when acting in their capacity as a person associated with the Group), it is the Group’s policy to report the matter to the relevant prosecuting authorities and to co-operate fully with them in their investigation and prosecution of the matter.
2. Who is covered by the policy
2.1 This policy applies to all individuals working at all levels and grades within the Group, including Directors, senior managers, officers, 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 the Group, wherever located and irrespective of which company employees them within the Group (collectively referred to as “employees” in this policy).
2.2 In the context of this policy, third party refers to any individual or organisation our company meets and works with. It refers to actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies – this includes their advisors, representatives and officials, politicians and public parties.
2.3 Any arrangements our company makes with a third party is subject to clear contractual terms, including specific provisions that require the third party to comply with minimum standards and procedures relating to anti-bribery and corruption.
3. What is Bribery?
3.1 A bribe is an inducement or reward offered, promised or provide in order to gain any commercial, contractual, regulatory or personal advantage. A bribe need not only be a direct payment or benefit, but can cover indirect arrangements, which offer a benefit, not necessarily financial, to the recipient.
3.2 Bribery refers to the act of offering, giving, promising, asking, agreeing, accepting, or soliciting something of value or of an advantage so to induce or influence an action or decision. If an individual is on the receiving end of a bribe and they accept it, they are also breaking the law.
Offering a bribe – Example 1
You offer a potential client tickets to a major sporting event, but only if they agree to do business with the Group.
This would be an offence as you are making the offer to gain a commercial and contractual advantage. The Group may also be found to have committed an offence because the offer has been made to obtain business for the Group. It may also be an offence for the potential client to accept.
Offering a bribe – Example 2
A potential client requests you to make a donation to his preferred charity as a condition of you obtaining his business.
Notwithstanding that the potential client might not benefit directly from the donation, any such donation offered or made could be considered to be a bribe. Any such requests received should be referred to the Board of Directors which will use impartial criteria to determine whether to make a donation. The potential client should be advised that the Group uses impartial criteria in making donations and each request is judged on purely on its merits against the criteria and not on obtaining new business.
Receiving a bribe – Example 3
A supplier gives your nephew a job, but makes it clear that in return they expect you to use your influence to ensure the Group continues 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 – Example 4
You arrange for an additional payment to be made to a foreign official to speed up an administrative process, such as clearing the Group’s 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 the Group. The Group may also be found to have committed an offence.
What is and what is NOT acceptable
3.3 Gifts and hospitality
The Group accepts normal and appropriate gestures of hospitality and goodwill (whether given to, or received from third parties) so long as the giving or receiving of gifts meets the following requirements:
a. It is not made with he intention of influencing the party to whom it is being given, to obtain or reward the retention of a business or a business advantage, or as an explicit or implicit exchange of favours for benefits.
b. It is not made with the suggestion that a return favour is expected.
c. It is in compliance with local law.
d. It is given in the name of the company, not in an individual’s name.
e. It does not include cash or cash equivalent (e.g. a voucher or gift certificate).
f. It is appropriate for the circumstances (e.g. giving small gifts around Christmas or as a small thank you to a company for helping with a large project upon completion).
g. It is of an appropriate type and value and given at an appropriate time, taking into account the reason for the gift.
h. It is given/received openly, not secretly.
i. It is not selectively given to a key, influential person, clearly with eh intention of directly influencing them.
j. It is not above a certain excessive value, as pre-determined by the company’s compliance manager (usually in excess of £100).
k. It is not offered to, or accepted from, a government official or representative or politician or political party, without the prior approval of the company’s compliance manager.
5.3 As good practice, gifts given and received should always be disclosed to the compliance manager. Gifts from supplier should always be disclosed.
5.4 The intention behind a gift being given/received should always be considered. If there is any uncertainty, the advice of the compliance manager should be sought.
5.5 Facilitation payments and kickbacks
The Group does not accept and will not make any form of facilitation payments of any nature. We recognise that facilitation payments are a form of bribery that involves expediting or facilitating the performance of a public official for a routine government action. We recognise that they tend to be made by low level officials with he intention of securing or speeding up the performance of a certain duty or action.
5.6 The Group does not allow kickbacks to be made or accepted. We recognise that kickbacks are typically made in exchange for a business favour or advantage.
5.7 Political Contributions
The Group will not make donations, whether in cash, kind, or by any other means to support any political parties or candidates. We recognise this may be perceived as an attempt to gain an improper business advantage.
5.8 Charitable donations
The Group accepts (and indeed encourages) the act of donating to charities – whether through services, knowledge, time, or direct financial contributions (cash or otherwise) – and agrees to disclose all charitable contributions it makes.
5.9 Employees must be careful to ensure that charitable contributions are not used to facilitate and conceal acts of bribery.
5.10 We will ensure that all charitable donations made are legal and ethical under local laws and practices, and that donations are not offered/made without the approval of the compliance manager.
6. What is tax evasion?
6.1 Tax evasion occurs when the correct amount of tax is not paid and there is a dishonest intention not to declare it. The tax evasion could relate to UK tax or non-UK tax and could involve any person associated with the Group (which would include an employee, agent or other person who may perform services for or on behalf of the Group such as contractors and suppliers (the “Associated Person”).
6.2 All employees must avoid any activity when acting on behalf of the Group, and must ensure that an Associated Person is not involved in any activity that might lead to:
6.2.1 Cheating the public revenue;
6.2.2 Being knowingly concerned in, or taking steps with a view to, the evasion of tax by them or by another person;
6.2.3 Aiding, abetting, counselling or procuring the commission of tax evasion; or
6.2.4 A tax evasion offence under the laws of a foreign country.
Tax Evasion – Example
An employee of a wood supplier falsifies an invoice to reduce the amount of tax the supplier is required to pay to the public revenue.
The supplier has committed tax evasion. The Group may also have committed an offence if it is found to be an Associated Person of the supplier and knowingly concerned in, or taking steps with a view tom the evasion of tax by the supplier or aided, abetted, counselled or procured the tax evasion.
7. Your responsibilities
7.1 You must ensure that you read, understand and comply with this policy and with any training or other anti-bribery and corruption material you may be given from time to time.
7.2 The prevention, detection and reporting of bribery, corruption and tax evasion are the responsibility of all those working for the Group or under the Group’s control. All employees are required to avoid any activity that might lead to, or suggest, a breach of this policy.
7.3 You must notify your manager, the nominated compliance manager or a Director 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 to this policy.
7.4 Any employee who breaches this policy will face disciplinary action, which could result in dismissal for gross misconduct. The Group reserves the right to terminate its contractual relationship with other employees if they breach this policy.
7.5 You must not threated or retaliate against any employee who has refused to commit a bribery offence or who has raised concerns under this policy.
8. Record keeping
8.1 The Group will keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.
8.2 You must declare and keep a written record of all hospitality or gifts accepted or offered over £100 using the Group’s on line system which may be subject to management review.
8.3 You must ensure all expenses claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with the Group’s expenses policy (as set out in the Staff Handbook) and specifically record the reason for the expenditure.
8.4 All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, 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.
9. How to raise a concern
9.1 You are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage. If you are unsure whether a particular act constitutes bribery, corruption or tax evasion, or if you have any other queries, these should be raised with your line manager, the nominated compliance manager or a Director. Alternatively, if you feel you cannot raise the matter with your line manager or a Director you may follow the procedure set out in the Group’s Whistleblowing Policy. A copy of the Whistleblowing Policy is set out in the Staff Handbook which is available from the Personnel Department.
10. What to do if you are a victim of bribery or corruption or suspect tax evasion
10.1 It is important that you contact the nominated compliance manager or a Director as soon as possible if:
10.1.1 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; or
10.1.2 You (when acting in your capacity as a person associated with the Group), have been involved in, or suspect that another employee or Associated Person has been involved in tax evasion.
11.1 Employees who refuse to accept or offer a bribe, suspect tax evasion or those who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. The Group 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.
11.2 The Group is committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery, corruption or tax evasion, or because of reporting in good faith their suspicion that an actual or potential bribery, tax evasion or other corruption offence has taken place, or may take place in the future. 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 a Director immediately. If the matter is not remedied, and you are an employee, you should raise it formally using the Group’s Grievance Procedure. A copy of the Group’s Grievance Procedure is set out in the Staff Handbook which is available form the Personnel Department.
12. Training and Communication
12.1 All existing employees will receive regular, relevant training on how to implement and adhere to this policy.
12.2 The Group’s zero-tolerance approach to bribery, corruption and tax evasion must be communicated to all suppliers, contractors, agents and business partners at the outset of the business relationship with them and as appropriate thereafter.
13. Who is responsible for the policy?
13.1 The Board of Directors has overall responsibility for ensuring this policy complies with the Group’s legal and ethical obligations and that all those under the Group’s control comply with it.
13.2 The Board of Directors will ensure, at least annually, that the procedures to prevent bribery, corruption and tax evasion and the monitoring and review thereof, remain effective.
13.3 The Directors have primary day-to-day responsibility for implementing this policy and for 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.
14. Monitoring and Review
14.1 The Board of Directors will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy and effectiveness. Any improvements identified will be made as soon as possible, Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery, corruption and tax evasion.
14.2 All employees are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing. Employees are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to a Director.
14.3 The policy does not form part of any employee’s contract of employment and it may be amended at any time.
Schedule – Potential risk scenarios and “Red Flags”
The following is a list of possible red flags that may arise during the course of you working for the Group and which may raise concerns under various anti-bribery , anti-corruption provisions. The list is not intended to be exhaustive and is for illustrative purposes only.
If you encounter any of these red flags while working for the Group you must report them promptly to your line manager, the nominated compliance manager or a Director or use the procedure set out in the Whistleblowing Policy.
Bribery or corruption
· You become aware that a third party engages in, or had been accused of engaging in, improper business practices;
· You learn 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 foreign government officials;
· A third party insists on receiving a commission or fee payment before committing to sign up to a contract with us, or carrying out a government function or process for us;
· A third party requests payment in cash and/ore refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;
· A third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business’
· A third party requests an unexpected additional fee or commission to “facilitate” a service;
· A third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;
· A third party requests that a payment is made to “overlook” potential legal violations;
· A third party requests that you provide employment or some other advantage to a friend or relative;
· You receive an invoice from a third party that appears to be non-standard or customised;
· A third party insists on the use of side letters or refuses to put terms agreed in writing;
· You notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided;
· A third party requests or requires the use of an agent, intermediary consultant, distributor or supplier that is not typically used by or known to us; and
· You are offered an unusually generous gift or offered lavish hospitality by a third party.