Ethics, Anti-Bribery and Corruption, and Anti-Money Laundering Policy
1 Introduction
1.1 Scope
1.1.1 This policy applies to anybody who is employed by, or carries out work on behalf of, Mortgage Brain Limited, AE3 Media Limited and any and all other associated companies (the “Group”), including managers, officers, directors, contractors, consultants, part-time and fixed term workers, temporary staff, agency workers and volunteers (“Colleagues”).
1.2 Purpose
1.2.1 The purpose of this Policy is to ensure the Group operates in accordance with our values and the law. It will also serve to protect the Group and Colleagues from breaches of anti-bribery and corruption and anti-money laundering laws. The Group does not tolerate any form of bribery or corruption and is committed to complying with applicable UK anti-bribery and corruption and anti-money laundering laws, including without limitation, the Bribery Act 2010 and the Proceeds of Crime Act 2002.
1.2.2 The Group expects all those who are obliged to follow these rules to abide by the principles set out below (in addition to stating the principles, there are also brief examples of how these may translate into practical actions) which the Group must support on a day-to-day basis. Some of these principles anticipate that the Group will also take steps to ensure that it supports Colleagues by having the right policies and procedures in place. The Group is fully committed to doing that and if at any stage, any Colleague has concerns about the procedures or rules published they should share those concerns with their line manager or director or via Whistleblowing so that the Group can address any
issues raised.
1.3 Intended Audience
1.3.1 This document is intended to be read by all Company Colleagues and must not be provided to Third Parties without approval from the document owners (currently, the Senior HR Manager and / or the Chief Financial Officer (CFO)).
2 Definitions of Terms Used in this Policy
2.1 Bribe
2.1.1 This includes:
• Offering, promising or giving anything of value to improperly influence another in order to obtain business for the Group; or
• Requesting or accepting anything of value as a reward for or as an inducement to act improperly in relation to the awarding of business by the Group.
2.1.2 Bribes can include money, gifts, hospitality, expenses, reciprocal favours, political or charitable contributions, or any direct or indirect benefit or consideration.
2.2 Colleagues
2.2.1 All workers performing duties on behalf of the Group, whether or not employed directly by the Group.
2.3 Money Laundering
2.3.1 This is the process by which criminals disguise the original ownership and control of the proceeds of criminal conduct. It usually involves three main steps: Placement, Layering and Integration.
2.4 Third Party/principles
2.4.1 Includes agents, brokers, partners, consultants, contractors, joint venture partners and other representatives performing work for the benefit of the Group.
3 Ethics
The principles to which the Group is committed, and which all Colleagues must support are:
3.1 We will carry out our business fairly honestly and openly.
Example: We will have transparent payment terms in all financial transactions we undertake and keep clear records of what we do. All gifts must be given and received openly not secretly.
3.2 We will not pay or offer to pay bribes. Nor will we condone the offering of bribes on our behalf to any third party so as to gain or seek to gain new business or a business advantage.
Example: The ban on bribes extends to giving any gift or financial benefit as well as obvious bribes such as an enlarged commission or secret cash payment if it is intended to induce the recipient to do something improper or illegal.
3.3 We will not accept bribes, nor will we agree to them being accepted on our behalf in order to influence business.
Example: The ban on accepting bribes means that we will never condone underhand dealings with any customer or potential customer seeking a “favour” from the Group. Again, the ban which extends to all those acting on our behalf applies to any form of benefit which may be offered, so covers offers of lavish and unwarranted corporate hospitality as well as other forms of possible inducement.
3.4 We will avoid doing business with others who do not accept our values and who may harm our reputation.
Example: It is important for the Group to know who we are doing business with and to be confident of their commitment to take a stand against bribery or corrupt conduct in any form. Bribery, if proven, can taint a business’s reputation but can also cause harm to business partners associated with it.
3.5 We will set out our processes for avoiding direct or indirect bribery and abiding by and supporting our values.
Example: We have established rules for dealing with gifts, corporate hospitality and entertainment, political contributions, charitable contributions and sponsorships and facilitation payments. These are set out below.
3.6 We will make sure everyone in our business and our business partners know about our principles and the rules we have established.
Example: We regularly remind all concerned of the rules we have laid down. We do this by publishing these rules internally and by making them available to partners as appropriate.
3.7 We will regularly review and update these rules and the procedures which are relevant to their implementation.
Example: As explained above, the approach we adopt to countering all forms of bribery and corruption is organic. We welcome and invite Colleagues active participation in raising matters of concern so that we can improve and update our approach to particular issues.
3.8 We will abide by our principles even when it becomes difficult.
Example: We will not engage in bribery or similar practices (e.g. the making of facilitation payments) even when it would be to our advantage to do so. Similarly, if we discover that a business intermediary who represents us is behaving corruptly, we will not continue with that relationship, but will sever our ties to protect our reputation. We seek to ensure that all new contracts with such third parties incorporate clauses which give us the right to terminate those contracts in such circumstances.
3.9 The Group requires its Colleagues at all times to act honestly and with integrity. The Group will not tolerate any Colleague or Third Party being involved in any level of bribery or corruption or any other criminal conduct. Colleagues and Third Parties are required to report any circumstances which are in breach of this policy. All reported incidents of actual or suspected bribery, corruption or money laundering will be promptly and thoroughly investigated and dealt with appropriately.
4 Bribery and Corruption
4.1 It is illegal to pay or receive a bribe whether paid or received directly or indirectly. There is no need for the Bribe to be successful to be viewed as corrupt; the offering or promising of it is enough to amount to a criminal offence.
4.2 These principles apply equally in any jurisdiction in which the Group operates or carries on business.
5 Gifts, Hospitality, Entertainment and Travel Expenses
5.1 The Group is committed to not receiving or giving bribes. Gifts can sometimes be disguised as bribes or be misinterpreted as bribes. We must ensure that giving or receiving gifts cannot distort our business relationship, create a conflict of interest or be construed as a bribe. A conflict of interest may also arise by the giving or receiving of favours or special treatment to which no financial value can be attached. Such special treatments generally encourage a “pay-back” expectation and can distort a business relationship.
5.2 We set out below the rules which clearly define what we consider to be genuine and acceptable, and what is not. A gift should be reasonable and proportionate. It is important to remember that a value of a gift in the UK may have a higher value in other countries and additional care must be taken that the gift is at an appropriate level and complies with any applicable local law.
5.3 Gifts should not be offered to, or accepted from, government officials or representatives, or politicians or political parties, without the prior approval of the Compliance Officer.
5.4 We will not make, and will not accept, facilitation payments or “kickbacks” of any kind. A facilitation payment is a type of bribe and should be seen as such. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government action by a government official. They are not commonly paid in the UK but are common in some other jurisdictions.
5.5 If Colleagues are asked to make a payment on the Group’s behalf, they should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. Colleagues should always ask for a receipt which details the reason for the payment. If Colleagues have any suspicions, concerns or queries regarding a payment, they should raise these with the Compliance Officer.
5.6 Kickbacks are typically payments made in return for a business favour or advantage. All workers must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by the Group.
Accepting Gifts
5.7 Colleagues and others working on behalf of the Group are permitted to accept gifts which are below £50 in value. If any gifts are received which are in excess of £50 then authority must be sought from the CFO who will decide whether the gift should be accepted taking into account, all the relevant circumstances. A record should be kept by the individual Colleague as to any gifts that are accepted.
5.8 Gifts are not permitted to be accepted that may induce performance of a Colleague or cause obligation on behalf of that Colleague, for example, whilst contract negotiations are taking place. In these circumstances, the gift must be returned with a letter explaining the position.
5.9 Colleagues and others working on behalf of the Group are not permitted to accept frequent gifts from any one person and/or organisation (i.e. in excess of £200 per annum) unless prior authority is obtained from the CFO who will take into account all the relevant circumstances. If gifts are received on a regular basis, they should be returned with a letter of explanation or alternatively, the gift may be donated to charity. If a gift is presented to a Colleague with a value in excess of £50 and it is not possible or it is offensive to refuse such a gift (e.g. at a public event) you should consult with the CFO and either acceptance of the gift will be permitted taking into account all the relevant circumstances or alternatively, proper disposal of the gift can be agreed upon. This may involve either, returning the gift with a letter of explanation or donating it to charity.
Giving Gifts
5.10 The Group appreciates that in some circumstances gifts can be appropriate. All gifts must be reasonable and proportionate, and the gift must be pre-approved by your line manager. Care must be taken to ensure that by offering the gift you are not placing the recipient in a position of obligation. If the gift is in excess of £50 then this must be pre-approved by the CFO who will consider the relevant circumstances and intention of the gift before deciding whether the gift should be offered.
5.11 Pre-approved gifts should be given in the Group’s name rather than by the
individual.
Corporate Hospitality Policy
5.12 Corporate Hospitality can help build goodwill in a business relationship, but it can also make it difficult for us to remain objective about the person or company with whom we are dealing as it may create an obligation or conflict of interest.
5.13 Corporate hospitality spans a range of activities including, but not limited to, lunches, sporting fixtures, golf days, conferences and theatre tickets.
5.14 None of this hospitality policy is intended to prohibit the appropriate exchange of routine business hospitality for the purpose of building and maintaining proper business relationships. However, all offers of hospitality must be reasonable and proportionate. Gifts should not include cash or a cash equivalent (such as gift certificates or vouchers).
5.15 We must use good judgment, tailored to the specific circumstances, as to whether the offer or acceptance of the hospitality is the right thing to do. Consideration must be given as to whether the offer of the hospitality is being used to influence or could be perceived in this way.
Accepting Hospitality
5.16 The acceptance of hospitality by Colleagues or other persons associated within the Group is permitted if the total inclusive value is less than £150. You must obtain permission from your immediate line manager before accepting the offer.
5.17 Any hospitality which is offered by others in excess of £150 in value should be politely turned down, unless there is a real business reason why the offer should be accepted. This will be dependent on individual circumstances and should be fully documented to the CFO who will consider all of the relevant circumstances and will make the final decision.
5.18 Colleagues and others associated with the Group are not permitted to accept frequent offers of hospitality from any one person and/or organisation (i.e. in excess of £500 per annum) unless there is a real business reason as to why the offer should be accepted. Authority must be sought from the CFO who will take into account all the relevant circumstances.
Giving or Offering Hospitality and Entertainment
5.19 The Group strictly prohibits attempts to secure business by creating a conflict of interest or obligation on the part of an employee of an organisation doing business with us. With approval from your immediate line manager appropriate hospitality may be offered up to the total inclusive value of £150 per person. Hospitality for individuals should be restricted to a total inclusive value of £500 per annum in total within the UK (and note should be made of the frequency of occasions with the same individuals is being entertained). When considering hospitality abroad the real value of the hospitality in that country must be considered and an equivalent financial limit applied.
6 Political and Charitable Donations
6.1 Political and charitable donations are permissible provided the donation is not made for the personal, financial, or political benefit of any customer or any supplier/ Third Party (or their families). Donations must not be made to improperly influence the recipient or in exchange for any business advantage.
6.2 Prior approval from the CFO must be obtained before providing, requesting or authorising any donations.
7 Third Party Payments, Use of Agents and Due Diligence
7.1 You must not make a payment to a Third Party if you know or suspect that the person may use or offer all or a portion of the payment directly or indirectly as a Bribe.
7.2 It is your responsibility to ensure that Third Parties engaged on behalf of the Group are legitimate service providers. Before engaging any such party, you are required to undertake appropriate due diligence checks. If you are in any doubt whatsoever about the legitimacy of a proposed Third Party, you should discuss your concerns with the CFO prior to entering into any arrangements with the Third Party.
8 Record Keeping
8.1 All payments made or received by the Group must be accurately recorded in the Group’s financial books and records. All financial transactions must be authorised by appropriate management in accordance with internal control procedures.
9 Obligations to Report Breaches of Anti-Corruption Laws
9.1 You are required to notify the Group as soon as you become aware of the making or receiving of any Bribes or any breach or potential breach of this Policy by other Colleagues, agents, sub-contractors or Third Parties.
9.2 You can make a confidential report of any instances of suspected corruption to your line manager, the CFO, or any member of the Operating Board. For further information on confidential reporting, please see the Group’s Whistleblowing Procedure, a copy of which can be found on Bob.
9.3 All matters will be dealt with in confidence and, where applicable, in strict accordance with the terms of the Public Interest Disclosure Act 1998, which protects Colleagues who raise matters in the public interest.
10 Consequences for Breaches of Anti-Corruption Laws
10.1 Consequences for individuals
10.1.1 Consequences may include imprisonment, disqualification from acting as a director and significant monetary fines against you as an individual. You would also be subject to disciplinary action, up to and including dismissal from the Group.
10.2 Consequences for the Group
10.2.1 Consequences may include the Group facing unlimited fines, damage to the corporate brand and reputation of the Group, loss of business, legal action by competitors, litigation and substantial investigation expenses.
10.2.2 In addition, under certain anti-corruption laws, the directors and senior officers of the Group can be held personally liable for the breaches committed by Colleagues and Third Parties and face significant fines and/or imprisonment.
11 Anti-Money Laundering
11.1 Money Laundering is a criminal offence which can carry a sentence of up to 14 years imprisonment and /or an unlimited fine. If you have a suspicion or knowledge of Money Laundering, you should notify your line manager or the CFO who will consider whether a Suspicious Activity
Report needs to be made to the National Crime Agency.
12 Enforcement and Discipline
12.1 The Group views corruption and bribery very seriously. The Group will investigate all allegations of corruption and bribery and will take legal and/or disciplinary action in all cases where it is considered appropriate.
12.2 A breach of this Policy may result in disciplinary action, including dismissal. Where a case is referred to the police or other law enforcement agency, the Group will co-operate fully with the criminal investigation which could lead to the Colleague/ Third Party being prosecuted.
13 What to do if you are a Victim of Bribery or Corruption
13.1 You must tell your line manager as soon as possible if you are offered a bribe by anyone, if you are asked to make one, if you suspect that you may be bribed or asked to make a bribe in the near future, or if you have reason to believe that you are a victim of another corrupt activity.
14 Protection
14.1 If you refuse to accept or offer a bribe or you report a concern relating to potential act(s) of bribery or corruption, the Group understands that you may feel worried about potential repercussions. The Group will support anyone who raises concerns in good faith under this policy, even if the investigation finds that they were mistaken.
14.2 The Group will ensure that no one suffers any detrimental treatment as a result of refusing to accept or offer a bribe or other corrupt activities or because they reported a concern relating to potential act(s) of bribery or corruption.
14.3 Detrimental treatment refers to dismissal, disciplinary action, treats, or unfavourable treatment in relation to the concern the individual raised.
14.4 If you have reason to believe you’ve been subjected to unjust treatment as a result of a concern or refusal to accept a bribe, you should inform your line manager or the compliance manager immediately.
15 Anti-Bribery and Corruption Training
15.1 All Colleagues are required to undergo training on a regular basis to ensure they are aware of the types of corruption and bribery, the risks of engaging in corrupt activity and bribery, the Group’s anti-corruption policy, and how they may report suspected corruption and bribery.
16 Responsibility and Review
16.1 The CFO has overall responsibility on the executive team for corruption and bribery matters. It shall be the responsibility of the CFO to review this policy and its implementation on an annual basis to ensure it continues to comply with relevant anti-corruption laws.
16.2 This policy does not form part of a Colleagues contract of employment and the Group may amend it at any time so to improve its effectiveness at combatting bribery and corruption.
17 Questions and Information
17.1 If you want to ask a question about the requirements in this policy or are concerned that an anti-bribery or anti-money laundering breach is occurring or has occurred, you should report it immediately to your line manager, the CFO or any member of the Operating Board.
18 Compliance with the Policy
18.1 Non-Compliance
18.1.1 Non-compliance with this policy is likely to result in disciplinary proceedings.
18.2 Exceptions
18.2.1 This policy sets out the baseline mandatory requirements. Where there is a need for departmental / team additions, contact should be made with the CFO or the Senior HR Manager.