Last updated October 2019.
In this policy, “Group” (and “we”, “us” and “our”) refers to Audiotonix Group Limited and to all of its subsidiaries.
It is our policy to conduct all our business in an honest and ethical manner. We take a zero tolerance 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 enforcing effective systems to counter bribery and corruption.
We will uphold all laws relevant to countering bribery and corruption in all jurisdictions in which we operate. However, we remain bound by UK laws, including the Bribery Act 2010 (“Act”), in respect of our conduct both at home and abroad.
The purpose of this policy is to:
Bribery is the offering, promising, giving or accepting of any financial or other advantage, to induce the recipient or any other person to act improperly in the performance of their functions, or to reward them for acting improperly, or where the recipient would act improperly by accepting the advantage.
An advantage includes money, gifts, loans, fees, hospitality, services, discounts, the award of a contract or anything else of value.
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. The improper acts may be in relation to any business or professional activities, public functions, acts in the course of employment, or other activities by or on behalf of any organisation of any kind.
Corruption is the abuse of entrusted power or position for private gain.
It is a criminal offence to offer, promise, give, request, or accept a bribe. Individuals found guilty can be punished by severe penalties including unlimited fines and/or up to ten years’ imprisonment. As an employer, if we fail to prevent bribery we can face an unlimited fine and damage to our reputation. We therefore take our legal responsibilities very seriously.
This policy applies to all persons working for us or any Group company or on our behalf in any capacity, including employees at all levels, 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.
Employees of any company within the Group are expected to abide by this policy or further amended versions in place from time to time. This policy does not form part of any employee’s contract of employment and we may amend it at any time.
Whilst we respect the rules by which others conduct their own business, these are the principles by which the Group conducts its business:
4.1 The Act
The Act contains two general offences covering the offering, promising or giving a bribe (ACTIVE BRIBERY) and the requesting, agreeing to receive or accepting of a bribe (PASSIVE BRIBERY). It also sets out two further offences which specifically address commercial bribery. These are:
“Foreign public official”, as defined in the Act, means an individual who:
The Act also provides that the UK Courts will have jurisdiction over offences committed in the UK, but also over offences committed outside the UK where the person committing them has a close connection with the UK by virtue of being a British National, or ordinarily resident in the UK, or a person performing services for or on behalf of a body incorporated in the UK. It does not matter whether the offences take place in the UK or elsewhere. The UK courts have jurisdiction. There is NO corporate liability for receiving a bribe (PASSIVE BRIBERY) by a person performing services on behalf of a body incorporated in the UK. The offence is specifically related to such persons offering or giving a bribe (ACTIVE BRIBERY).
4.3 Responsibility for this Policy
The board of directors of Audiotonix Group Limited (“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 compliance manager, Helen Culleton, 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.
You are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the compliance manager via email@example.com.
4.4 Your Responsibilities
You must ensure that you read, understand and comply with this policy.
The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for the Group or under our control. You are required to avoid any activity that might lead to, or suggest, a breach of this policy.
You must notify your Director/Managing Director/Manager (as applicable) 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 paragraph 11 of this policy.
4.5 Examples of Bribery
The following are intended to serve merely as examples of bribery and are by no means a comprehensive list:
4.6 Hospitality & Entertaining
Bona fide hospitality and promotional or other business expenditure which seeks to improve or maintain the image or reputation of a commercial organisation, better market or present its services and/or services, or establish or maintain cordial relationships, is recognised as AN ESTABLISHED AND IMPORTANT PART OF DOING BUSINESS. The Act does not prohibit “reasonable and proportionate” hospitality or other similar business expenditure intended for these purposes. However, this policy recognises that hospitality or entertainment could sometimes disguise bribes or be misinterpreted as bribes.
In order to amount to a bribe there must be an INTENTION to give, offer or promise a financial, or other advantage, in order to influence someone to do something that is illegal, dishonest or in breach of trust so as to secure business or a business advantage. The basic tests which will govern the rules under this policy are:
It is very important when considering the giving or receiving of hospitality or entertainment to have regard to any current or anticipated contractual activity with the individual or company concerned (Open contract negotiations for example). Where the other party is a Government or quasi-government official, the norm should be not to provide hospitality or entertainment unless there are specific circumstances, for example where lunch or dinner is provided in relation to a meeting and an official is present.
Under this policy:
4.7 Reasonable & Proportionate
In order to provide guidance as to what we will regard as reasonable and proportionate, the Board has set the following criteria applicable to the United Kingdom:
|Activity||Anticipated Expenditure (Limit)||Approval|
|Lunch or Dinner||Up to £60 per person (£400 in total)||Direct Manager/Director|
|In excess of £60 per person (£400 in total)||Director/Managing Director|
|Corporate entertaining including sporting or theatrical events||£250 per person (£750 in total) to include travel and accommodation||Director|
|In excess of £250 per person or (£750 in total)||Managing Director|
The above limits apply to both customers and suppliers, both existing and potential. Entertaining the same party within a 12-month period shall be subject to approval of the relevant director, irrespective of the level of expenditure.
Expenditure above these limits may still be reasonable and proportionate but will require prior approval of the relevant director or Board under this policy.
It is recognised that the equivalent values in countries outside the UK may not be a straight currency conversion and the Managing Director will set appropriate limits from time to time.
The receiving of gifts could constitute or be misconstrued as a bribe. However, the giving or receipt of small gifts is established practice in certain business sectors and territories. Similar principles as for hospitality and entertaining apply save that:
We do not make contributions to political parties.
We only make charitable donations that are legal and ethical under local laws and practices. No donation must be offered or made without the prior approval of your Director/ Managing Director.
4.10 What You Must Not Do
The following list is intended to merely provide examples of what you must not do and is by no means intended as a comprehensive list. It is not acceptable for you (or someone on your behalf) to:
As mentioned in paragraph 4.1 above, it is an offence under the Act to offer a bribe to a Foreign Public Official in order to obtain or retain business or an advantage in the conduct of business.
If you have any doubts about a payment and suspect that it might be a facilitation payment, then only make the payment if the official can provide a receipt or written confirmation of its legality.
If a demand for payment is accompanied by threats such that you fear loss of life, physical injury or liberty, ALWAYS, put safety first and make the payment and as soon as practicable report the circumstances to the relevant director.
An employee will NOT be able to claim reimbursement of any facilitation payment made UNLESS:
It is the specific obligation of any person who has made a facilitation payment to ensure the details of any payment is provided to their relevant director.
The Group will ensure that its business partners (see paragraph 7 below for what this covers) are informed and are asked to comply with these rules.
The Accounts department will keep a register of corporate hospitality/entertaining and gifts given and/or received via the expense’s procedures. It is the express duty of all employees to notify the Financial Controller of the giving or receiving of gifts and, in each instance, as soon as is reasonably practicable; or prior to the event where approval is required in accordance with paragraph 4.7. Please note that business entertaining of £60 per person (or less £400 total) need not be registered unless with the same party(ies) on more than one occasion within a 12-month period.
The definition of a business partner is broad, and could include agents, distributors, joint venture partners or supply chain partners who act on behalf of the Group (or any Group company). The Group is ultimately responsible for ensuring that business partners who act on our behalf are compliant with this policy as well as any local laws. Ignorance or “turning a blind eye” is not an excuse.
Prior to the appointment of a business partner the following steps should be taken to ensure compliance with this policy:
The discloser procedure is to provide a mechanism outside of the compliance procedure for employees to raise concerns that their employing company is not complying with this policy, with the confidence that they will not suffer any detriment by reason of them raising in good faith such concerns. You are encouraged to raise concerns about any issue or suspicion of bribery or corruption at the earliest possible stage.
8.2 The obligation of employees and steps to be taken by the employing Group company
All employees are required to act in accordance with the following guidelines if they have concerns about the breach of this policy by their employing company:
Subject to paragraph 8.3, the Reporting Employee must at all times keep the fact of the investigation and any documents relating to the complaint or investigation strictly confidential.
8.3 External Disclosure
If the Reporting Employee has followed the above procedure in full but remains genuinely and reasonably dissatisfied with the outcome, the Reporting Employee may raise the concern confidentially with the appropriate regulatory authority. The Reporting Employee must give the relevant Group company prior notice of such action and reasonable opportunity to make representations.
The rules covering external disclosure do not apply for the purpose of taking confidential legal advice from a qualified solicitor formally instructed.
8.4 Protection of the Reporting Employee
Individuals who refuse to accept or offer a bribe, or who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. We aim to encourage openness. The Board confirms that a Reporting Employee that raises concerns in good faith and complies with the requirements, even if they turn out to be mistaken, will:
8.5 Disclosure outside this Policy
If at any time, it is discovered that a concern has been raised vexatiously, in bad faith or with a view to personal gain, or the Reporting Employee has themselves breached the requirements of confidentiality, the Reporting Employee will lose the protection of this policy and may be subject to action under the Group company’s disciplinary procedure.
Training on this policy forms part of the induction process for all individuals who work for us, and regular training 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.
Any employee who breaches this policy will face disciplinary action, which could result in dismissal for misconduct or gross misconduct.
We may terminate our relationship with other individuals and organisations working on our behalf if they breach this policy.
The following is a list of possible red flags that may arise during the course of you working for us 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.
If you encounter any of these red flags while working for us, you must report them promptly using the procedure set out in Part 6 of this policy: