Anti bribery & corruption policy

Introduction

Clark & Rose values its reputation and is committed to maintaining the highest level of ethical standards in the conduct of its business affairs. It is important to the long term success of the company that it maintains and protects its reputation for integrity and honesty in all areas of its business dealings and that it complies with all relevant laws and regulations.

This policy applies strictly to all directors, officers and employees of Clark & Rose and all are expected to be familiar with this and any other such policies. The company also expects those with whom it does business to have similar standards and values. It applies within all regions, areas and functions.

The Bribery Act 2010

The Bribery Act 2010 came into force on 1st July 2011. It sets out the offences of:

• bribing another person;
• requesting, agreeing to receive, or accepting a bribe from another person;
• bribing a foreign public official;
• commercial organisations failing to prevent bribery.

Bribery can be defined as offering, promising or giving a financial (or other) advantage to another person with the intention of inducing or rewarding that person to act or for having acted in a way which a reasonable person would consider improper in the circumstances. Corruption is any form of abuse of entrusted power for private gain and may include, but is not limited to, bribery.

Bribes are not always a matter of handing over cash. Gifts, hospitality and entertainment can be bribes if they are intended to influence a decision.

Under the Act, bribery by individuals is punishable by up to 10 years’ imprisonment and/or unlimited fine. If Clark & Rose is found to have taken part in the bribery or is found to lack adequate procedures to prevent bribery, it too could also face an unlimited fine.

A conviction for bribery or corruption related offence would have severe reputational and/or financial consequences for the Company.

Clark & Rose’s policy

Clark & Rose will not tolerate bribery or corruption in any form.

The Company prohibits the offering, giving, solicitation or the acceptance of any bribe or corrupt inducement, whether in cash or in any other form:

• to or from any person or company wherever located, whether a public official or public body, or a private person or company;
• by any individual employee, director, agent, consultant, contractor or other person or body acting on the Company’s behalf;
• in order to gain any commercial, contractual, or regulatory advantage for the Company in any way which is unethical or to gain any personal advantage, in money’s form or otherwise, for the individual or anyone connected with the individual.

This policy is not intended to prohibit the following practices provided they are appropriate, proportionate and are properly recorded:

• normal hospitality;
• providing a ceremonial gift on a festival or at another special time;
• fast-tracking a process when it is available to all on payment of a fee;
• providing resources to assist the person or body to make the decision more efficiently provided it is for this purpose only.

It may not be easy to make a decision if something is appropriate and remember that market practice varies between countries. If you are in any doubt that a potential act does not conform to this Policy, should should consult the Managing Director or Company Secretary.

The Company will investigate thoroughly any actual or suspected breach of this Policy, or the spirit of this Policy. Employees found to be in breach of this policy may be subject to disciplinary action that may ultimately result in their dismissal.

Gifts or inducements

Gifts or entertainment (including Christmas gifts and hospitality) given or received by an employee may be thought of as an improper inducement. Gifts of money must never be accepted or given. Non-cash gifts may be accepted or given if they are of nominal value (less than £75) provided they are not capable of being misconstrued and do not put the recipient under any obligation.

If you are offered a cash gift, or a non-cash gift of more than a nominal value, you should inform your manager. The gift will be entered in the Probity Register and, unless the Managing Director decides otherwise, will be donated to charity.

Any offers of tickets to a sporting, recreational or cultural event required the consent of the Managing Director or Company Secretary and full details must be entered in the Probity Register.

Please remember there may also be tax implications to the recipient of gifts.

Reciprocal agreements

Reciprocal agreements or any other form of ‘quid pro quo’ are never acceptable unless they are legitimate business arrangements which are properly documented and approved by management. Improper payments to obtain new business, retain existing business or secure any improper advantage should never be accepted or made.

Actions by third parties for which the company may be held responsible

Appropriate due diligence should be undertaken before a third party is engaged who will be acting on the Company’s behalf. This can include agents, contractors, consultants etc. Third parties should only be engaged where there is a clear business rationale for doing so, with an appropriate contract. Any payments to third parties should be properly authorised and recorded.

Conflicts of interest

Employees must avoid conflicts of interest between their activities outside Clark & Rose and their responsibilities within the Company. This could include favouring families or friends in business dealings, or dealing with a company that is owed by relatives.

Political & charitable donations

All employees have a right to their own political views. The use, however, by individual employees of Clark & Rose’s funds or resources for political purposes is strictly forbidden.

Donations to charities may be misconstrued in certain circumstances so the use of Clark & Rose’s funds for charitable donations must be approved by the Managing Director or Company Secretary.

Competition

Clark & Rose is subject to competition law in all aspects of its operations. The rules not only apply to us but also to our competitors, suppliers and customers. Employees must be aware of these laws and the activities that infringe them, such as agreements to fix prices or agreements with competitors or customers, or not to bid for business from certain companies or in certain geographical areas.

Record keeping

Record keeping can be exploited to conceal bribes or corrupt practices. We must ensure that we have robust controls in place so that our records are accurate and transparent.

Employee responsibility & how to raise a concern

The prevention, detection and reporting of bribery or corruption is the responsibility of all employees throughout the firm. If you become aware or suspect that an activity or conduct which is proposed or has taken place is a bribe or corrupt or in breach of this Policy in any way, then you have a duty to report it. You should report it to your manager, or if you feel unable to do this, to the Managing Director or Company Secretary. Any such report must be made in good faith, and the employee making the report will be given the protection of management.

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