Anti–Bribery Policy

1. Aims & Objectives

The Board of International Syalons (Newcastle) Limited is committed to the highest standards of ethical conduct and integrity in its business activities in the UK and overseas. This policy outlines the Company’s position on preventing and prohibiting bribery, in accordance with the Bribery Act 2010.

The Company will not tolerate any form of bribery by, or of, its employees, agents or consultants or any person or body acting on its behalf. Senior management is committed to implementing effective measures to prevent, monitor and eliminate bribery.

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2. Scope

This policy applies to all employees and officers of the Company, and to temporary workers, consultants, contractors, and agents acting for, or on behalf of, the Company (“associated persons”) within the UK and overseas. Every employee and associated person acting for, or on behalf of, the Company is responsible for maintaining the highest standards of business conduct.

Any breach of this policy is likely to constitute a serious disciplinary, contractual and criminal matter for the individual concerned and may cause serious damage to the reputation and standing of the Company. The Company may also face criminal liability for unlawful actions taken by its employees or associated persons under the Bribery Act 2010. All employees and associated persons are required to familiarise themselves and comply with this policy, including any future updates that may be issued from time to time by the Company.

This policy covers:

  • the main areas of liability under the Bribery Act 2010;
  • the responsibilities of employees and associated persons acting for, or on behalf of, the Company; and
  • the consequences of any breaches of this policy.

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3. The Bribery Act

The Company is committed to complying with the Bribery Act 2010 in its business activities in the UK and overseas.

Under the Bribery Act 2010, a bribe is a financial or other type of advantage that is offered or requested with the:

  • intention of inducing or rewarding improper performance of a function or activity; or
  • knowledge or belief that accepting such a reward would constitute the improper performance of such a function or activity.

A relevant function or activity includes public, state or business activities or any activity performed in the course of a person’s employment, or on behalf of another company or individual, where the person performing that activity is expected to perform it in good faith, impartially, or in accordance with the position of trust.

A criminal offence will be committed under the Bribery Act 2010 if:

  1. an employee or associated person acting for, or on behalf of, the Company offers, promises, gives, requests, receives or agrees to receive bribes; or
  2. an employee or associated person acting for, or on behalf of, the Company offers, promises or gives a bribe to a foreign public official with the intention of influencing that official in the performance of his/her duties (where local law does not permit or require such influence); and
  3. the Company does not have adequate procedures in place to prevent bribery by its employees or associated persons.

All employees and associated persons are required to comply with this policy, in accordance with the Bribery Act 2010.

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4. What is Prohibited

4.1. Bribery

The Company prohibits employees or associated persons from offering, promising, giving, soliciting or accepting any bribe. The bribe might be cash, a gift or other inducement to, or from, any person or company, whether a public or government official, official of a state-controlled industry, political party or a private person or company, regardless of whether the employee or associated person is situated in the UK or overseas. The bribe might be made to ensure that a person or company improperly performs duties or functions (for example, by not acting impartially or in good faith or in accordance with their position of trust) to gain any commercial, contractual or regulatory advantage for the Company in either obtaining or maintaining Company business, or to gain any personal advantage, financial or otherwise, for the individual or anyone connected with the individual.

This prohibition also applies to indirect contributions, payments or gifts made in any manner as an inducement or reward for improper performance, for example through consultants, contractors or sub-contractors, agents or sub-agents, sponsors or sub-sponsors, joint-venture partners, advisors, customers, suppliers or other third parties.

4.2. Facilitation Payments

The Company prohibits its employees or associated persons from making or accepting any facilitation payments. These are payments made to government officials for carrying out or speeding up routine procedures. They are more common overseas. Facilitation payments are distinct from an official, publicly available fast-track process. Facilitation payments, or offers of such payments, will constitute a criminal offence by both the individual concerned and the Company under the Bribery Act 2010, even where such payments are made or requested overseas. Employees and associated persons are required to act with greater vigilance when dealing with government procedures overseas.

Where a public official has requested a payment, employees or associated persons should ask for further details of the purpose and nature of the payment in writing. If the public official refuses to give these, this should be reported immediately to either the individual’s line manager or a member of the Board of Directors.

If the public official provides written details, a Board member will consider the nature of the payment. Local legal advice may be sought by the Company.

If it is concluded that the payment is a legitimate fee, for example part of a genuine fast-track process, or is permitted locally, the Company will authorise the employee to make the payment.

Where it is considered that the request is for a facilitation payment, the employee or associated person will be instructed to refuse to make payment and notify the public official that the employee or associated person is required to report the matter to the Company and UK embassy.

The Company will seek the assistance of the relevant employee in its investigation and may determine that the matter should be referred to the prosecution authorities.

If an employee or associated person has any other concerns about the nature of a request for payment, he/she should report it to the individual’s line manager.

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5. Records

Employees and, where applicable, associated persons, are required to take particular care to ensure that all company records are accurately maintained in relation to any contracts or business activities, including financial invoices and all payment transactions with clients, suppliers and public officials.

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6. Risk Assessment

The Board will conduct a risk assessment of its activities (in line with this legislation) and will put in place policies, communication, training and review procedures as required.

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7. Working Overseas

Employees and associated persons conducting business on behalf of the Company outside the UK may be at greater risk of being exposed to bribery or unethical business conduct than UK-based employees. Employees and associated persons owe a duty to the Company to be extra vigilant when conducting international business.

Any suspicions of bribery should be reported to the individual’s line manager.

While any suspicious circumstances should be reported, employees and associated persons are required particularly to report:

  • close family, personal or business ties that a prospective agent, representative or joint-venture partner may have with government or corporate officials, directors or employees;
  • requests for cash payments;
  • requests for unusual payment arrangements, for example via a third party;
  • requests for reimbursements of unsubstantiated or unusual expenses; or
  • a lack of standard invoices and proper financial practices.

If an employee or associated person is in any doubt as to whether or not a potential act constitutes bribery, the matter should be referred to the individual’s line manager.

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8. Coporate Entertainment, Gifts, Hospitality & Promotional Expenditure

8.1. Principle

The Company permits corporate entertainment, gifts, hospitality and promotional expenditure that is undertaken:

  • for the purpose of establishing or maintaining good business relationships;
  • to improve the image and reputation of the Company; or
  • to present the Company’s products / services effectively;

provided that it is:

  • arranged in good faith, and
  • not offered, promised or accepted to secure an advantage for the Company or any of its employees or associated persons or to influence the impartiality of the recipient.

The Company will authorise only reasonable, appropriate and proportionate entertainment and promotional expenditure. Authorisation must be given by a Director of the Company.

This principle applies to employees and associated persons, whether based in the UK or overseas.

8.2. Procedure

Employees and, where relevant, associated persons should submit requests for proposed hospitality and promotional expenditure well in advance of proposed dates to their line manager.

The Company will approve business entertainment proposals only if they demonstrate a clear business objective and are appropriate for the nature of the business relationship. The Company will not approve business entertainment where it considers that a conflict of interest may arise or where it could be perceived that undue influence or a particular business benefit was being sought.

Where gifts, rewards or entertainment are offered from clients or public officials the procedures laid out in the Corporate Hospitality Procedure must be followed.

If an employee or associated person wishes to provide gifts to suppliers, clients or other business contacts, prior approval a Director is required.

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9. Charitable & Political Donations

The Company considers that charitable giving can form part of its wider commitment and responsibility to the community. The Company may support a number of charities that are selected in accordance with objective criteria, following a risk assessment. The Company may also support fundraising events involving employees.

The Company does not make donations to any political parties. Employees and associated persons are not permitted to make any political donations to organisations on behalf of the Company.

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10. What Practices are Permitted?

This policy does not prohibit:

  • normal and appropriate hospitality and entertainment with clients and
  • the use of any recognised fast-track process that is publicly available on payment of a fee.

Any such practices must be proportionate, reasonable and made in good faith. Clear records must be kept.

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11. Reporting Suspected Bribery

11.1. Principle

The Company depends on its employees and associated persons to ensure that the highest standards of ethical conduct are maintained in all its business dealings. Employees and associated persons are requested to assist the Company and to remain vigilant in preventing, detecting and reporting bribery.

Employees and associated persons are encouraged to report any concerns that they may have to their line manager as soon as possible. Reports can also be made using the procedure outlined in the Whistle Blowing Procedure.

Issues that should be reported include:

  • any suspected or actual attempts at bribery;
  • concerns that other employees or associated persons may be being bribed; or
  • concerns that other employees or associated persons may be bribing third parties, such as clients or government officials.

11.2. Action by the Company

The Company will fully investigate any instances of alleged or suspected bribery. Employees suspected of bribery may be suspended from their duties while the investigation is being carried out. The Company will invoke its disciplinary procedures where any employee is suspected or bribery, and proven allegations may result in a finding of gross misconduct and immediate dismissal. The Company may terminate the contracts of any associated persons, including consultants or other workers who act for, or on behalf of, the Company who are found to have breached this policy.

The Company may also report any matters to the relevant authorities, including the Director of Public Prosecutions, Serious Fraud Office, Revenue and Customs Prosecutions Office and the police. The Company will provide all necessary assistance to the relevant authorities in any subsequent prosecution.

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