1.1 This policy sets out the general rules and principles to which London Gold Bullion Limited (the "Company") adheres and puts in place procedures to comply with the UK Bribery Act 2010 (the "Act") and protects its reputation against any allegations of bribery and corruption.
1.2 This policy is non-contractual and the Company will keep its contents under review and so from time to time you may be issued with amendments to policies and procedures. You will be notified of any such changes.
2. Policy Statement
2.1 It is the Company's policy to conduct business in an honest way and without the use of corrupt practices or acts of bribery to obtain an unfair advantage. The Company is committed to ensuring adherence to the highest legal and ethical standards. This must be reflected in every aspect of the way in which the Company operates. The Company must bring integrity to all its dealings. Bribery and corruption harms the societies in which these acts are committed and prevents economic growth and development.
2.2 This is not just a cultural commitment on the part of the organisation; it is a moral issue and a legal requirement. Bribery is a criminal offence in many countries, and corrupt acts expose the Company and its staff to the risk of prosecution, fines and imprisonment, as well as endangering the Company's reputation.
2.3 This policy has been adopted by the Company and is to be communicated to all Staff to ensure their commitment to it. It extends to all business dealings and transactions in all countries which are linked to the Company. The directors of the Company attach the utmost importance to this policy and will take serious action in response to acts of bribery and corruption.
3. Who is covered by this policy?
3.1 This policy applies to:
(a) The Company and to any future divisions and subsidiaries of the Company (referred to collectively in this policy as the "Company"); and
(b) All individuals working at all levels and grades, including senior managers, officers, directors, employees (whether permanent, fixed-term or temporary), seconded staff, homeworkers, agency staff and volunteers, as well as consultants of the Company, both fixed and temporary and wherever located (collectively known as "Staff").
4. What are your obligations?
4.1 Successful implementation of this policy requires pro-active adoption at the following levels:
(a) Senior Management (see schedule 1) will assist the continuous refreshing and reinforcing of this policy via application, training, guidance and monitoring.
(b) The Company's Compliance Officer (see schedule 2) has primary and day-today responsibility for implementing this policy, for monitoring its use and effectiveness and dealing with any queries on its interpretation.
(c) All Staff, regardless of where you may work, are required to read and understand all aspects of this policy, ensure you are given adequate training on it, and abide by it as well as any applicable local laws. You are not required to be experts in the relevant laws but are expected to comply with this policy and the Company's ethical standards and to seek guidance from the Compliance Officer if you have any questions.
5. What is bribery and corruption?
5.1 "Bribery" is the offer, promise, giving, demanding or acceptance of an advantage as an inducement for an action which is illegal, unethical or a breach of trust.
5.2 "Corruption" is the misuse of public office or power for private gain or misuse of private power in relation to business outside the realm of government.
5.3 Acts of bribery or corruption are designed to influence the individual in the performance of their duty and incline them to act dishonestly. For the purposes of this policy, whether the payee or recipient of the act of bribery or corruption works in the public or private sector is irrelevant.
5.4 The person being bribed is generally someone who will be able to obtain, retain or direct business. This may involve, for example, obtaining market authorisation, securing sales of a product, or simply the handling of administrative tasks. It does not matter whether the act of bribery is committed before or after such actions.
5.5 Bribes can take on many different shapes and forms, but typically they involve corrupt intent. There will usually be a 'quid pro quo' – both parties will or are expected to benefit. A bribe could be:
(a) the direct or indirect promise, offering, or authorisation of anything of value;
(b) the offer or receipt of (or agreement to receive) any kickback, loan, fee, reward or other advantage; or
(c) the giving of aid, donations or voting designed to exert improper influence.
5.6 There need not be an immediate benefit: an expectation of a later benefit will make it a bribe. A third party benefit will also constitute a bribe e.g. by paying a bribe to a third party at the request of the person being bribed.
5.7 Therefore, bribes are not limited to cash payments. Job offers, gifts and entertainment (please also see section 7 below), excessive business promotional activities, business expense reimbursement, in-kind or political contributions, investment opportunities, subcontracts, stock options and similar items provided to third parties are all things of value that can contravene the Act.
5.8 You should never give or offer bribes to directly or indirectly further the Company's business nor should you accept or agree to accept bribes to directly or indirectly further the Company's business.
6. Bribing public officials
6.1 Bribes are often made to public or government officials. A public or government official is an individual who, whether domestic or foreign:
(a) holds a legislative, administrative or judicial position of any kind, whether appointed or elected;
(b) exercises a public function for a public enterprise or public entity;
(c) is an official or agent of a public international organisation; or
(d) is a representative of a government-owned/majority-controlled organisation.
6.2 It is strictly prohibited to bribe a public or government official.
6.3 There is no distinction between commercial parties and public or foreign officials and this policy prohibits bribes of any kind to anyone, whether they are employed by a commercial business or considered a public/government official. As a general guiding principle, you must not offer anything to, or receive anything from, third parties, whether or not you consider them to be public or government officials and whether directly or indirectly, in return for or in the expectation of favourable treatment.
7. Hospitality & Gifts
7.1 Bona fide hospitality or promotional or other business expenditure which seeks to improve the image of a company, promote its goods/services or establish cordial relations is recognised as acceptable business practice and does not constitute a bribe ("Hospitality").
7.2 Hospitality includes entertainment, business meals, conference passes, events, other social gatherings and provision of/reimbursement for associated travel and accommodation expenses.
7.3 The giving and receiving of Hospitality to/from third parties must always meet the following conditions.
(a) It is reasonable, proportionate, made in good faith and in connection with a legitimate business activity. To be in good faith, it must not be 'quid pro quo' i.e. it is not provided with the intention of influencing the recipient in order to obtain a business advantage, or to reward the provision of a business advantage, or in explicit or implicit exchange for favours or benefits.
(b) It does not include cash or a cash equivalent (such as gift certificates or vouchers).
(c) It is given openly, not secretly.
(d) It complies with local law.
(e) It is not entertainment of a sexual or similarly inappropriate nature.
(f) In the case of Hospitality that is worth more than £100, it has been approved by the Compliance Officer and has been recorded in the Hospitality Register.
7.4 How to evaluate what is acceptable:
(a) What is the intent – is it to build a relationship or is it something else?
(b) How would this look if these details were on the front of a newspaper?
(c) What if the situation were to be reversed – would there be a double standard?
If you find it difficult to answer one of the above questions, it may well be unlawful. Nothing should be accepted which would bring the Company into disrepute.
7.5 The conditions set out in paragraph 7.3 also apply to the giving and receiving of gifts. In addition to these conditions, any gifts to a third party must cost no more than £100 (and represent a similar value to the recipient) and must be given in the Company's name, not your own. If you accept a gift from a third party, only gifts which do not cost the gift-giver more than £100 and represent a similar value to you and/or the Company may be accepted. You must consider whether the gift is appropriate in the circumstances, e.g. small gifts around Christmas time are customary.
7.6 The conditions set out in paragraph 7.3 also apply to any charitable donations the Company makes to third parties. In addition to these conditions, all charitable donations (even those under £100) must be made with the prior approval of the Compliance Officer and recorded in the Donations Register.
8. Facilitation payments
8.1 The making of facilitation payments of any kind in any circumstance or country is prohibited. 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 in which the Company operates. Regardless of whether they are a common and accepted cultural practice in these jurisdictions, facilitation payments are prohibited.
8.2 In the event that you are forced to pay a facilitation payment under duress - for example, you are facing a potential safety issue - you must contact the Compliance Officer as soon as possible and record the payment within the Company's books and records.
8.3 If you are unsure whether certain payments which resemble the definition of facilitation payments are permissible, please contact the Compliance Officer.
9. Consequences of Breach and Penalties
9.1 Bribery is a criminal offence in a number of countries and penalties are severe. Corrupt acts committed abroad may well result in prosecution at home - the fact that the Company is a UK incorporated company gives a sufficient UK connection for the behaviour to be caught by the Act and therefore this policy.
9.2 Staff can be held personally liable under the Act if they commit a bribery offence – this can result in a prison sentence of up to ten years and/or a fine.
9.3 The Company itself can also face prosecution – this can result in an unlimited fine and long term reputational damage. The Company can be held liable under the Act in three ways:
(a) the Company can be held vicariously liable if a "directing mind," i.e. a senior officer of the Company, is involved in the corrupt activity.
(b) the Company can be held strictly liable if it fails to prevent bribery offences by a member of Staff.
(c) the Company can be held strictly liable if it fails to prevent bribery offences by an "Associated Person" (as defined below).
9.4 In addition to the criminal sanctions under the legislation, Staff who breach this policy may face disciplinary action by the Company up to and including dismissal with or without notice.
9.5 It is the Company's policy to terminate its contract with an Associated Person or indeed any "Contracting Party" (defined below) if the Associated Person or Contracting Party commits an offence under the Act.
10. Contracting with Associated Persons
10.1 An "Associated Person" is any individual or legal entity acting on behalf of the Company, so that the result of their actions can be seen as benefiting the Company. This includes Staff, as well as agents, consultants, advisors, joint venture partners, suppliers, distributors, representatives/officials of government and public bodies. Whether an individual or legal entity is an Associated Person or not depends on whether they are acting on behalf of the Company or independently.
10.2 Under the Act, the Company can be held criminally liable for the acts of its Associated Persons. So, whilst the use of Associated Persons can help the Company reach its goals, the risks of using Associated Persons must be considered.
10.3 Given the risks, it is the Company's policy to:
(a) conduct due diligence to the extent reasonably practicable, on all potential Associated Persons before contracting with them; and
(b) avoid contracting with any potential Associated Person which it knows or reasonably suspects to have paid or intends to pay bribes. Suspicion will reasonably arise in the case of red flag or similar situations (see schedule 3).
10.4 Under the Act, the Company cannot be held criminally liable for the acts of those it has business dealings with but who do not act on behalf of the Company ("Contracting Party"). However, if the Company knows or reasonably suspects that a Contracting Party has or intends to pay bribes, its policy is to not contract with them.
11. Company procedures to prevent bribery and corruption
The Company has in place procedures to assist in the prevention of bribery and corruption. In addition to the procedures set above, the following also apply:
11.1 Risk assessment
Effective risk assessment lies at the very core of the success or failure of this policy. Risk identification pinpoints the specific areas in which the Company faces bribery and corruption risks and allows the Company to better evaluate and mitigate these risks and thereby protect itself. Staff must assess the vulnerability of each line of business to these risks on an ongoing basis and discuss their findings with the Compliance Officer.
11.2 Counter-party due diligence
Before entering into a contract with a third-party, the Company must conduct a reasonably practical level of due diligence. The level of due diligence required depends upon level of risk, which will be informed by the risk assessment.
11.3 Accurate books and record-keeping
Many serious global bribery and corruption offences have been found to involve some degree of inaccurate record-keeping. It is the Company's policy to maintain accurate and transparent books, records and financial reporting. In particular, any payments made to an agent as well as any Hospitality, gifts and donations must all be recorded and easily identifiable.
All Staff will receive training on the Act and this policy and training will be refreshed on an annual basis.
11.5 Effective monitoring and internal control
The Company's business must maintain an effective system of internal control and monitoring of transactions. Any incidents of bribery are recorded and, where necessary escalated by the Compliance Officer to Senior Management, who will take necessary action. Systems and processes will be improved to address any incidents of bribery. It is the Company's policy to arrange for an independent audit of its books on an annual basis.
12. How to raise a concern
12.1 The Company is absolutely committed to ensuring that all of us have a safe, reliable, and confidential way of reporting any suspicious activity, whether it be bribery or other corporate wrongdoing. The Company wants everyone to know how they can "speak up".
12.2 If you are unsure whether a particular act constitutes corporate wrong-doing, please ask the Compliance Officer.
12.3 If any of the following circumstances apply, please report them to the Compliance Officer as soon as possible – your information and assistance can only help:
(a) you are offered a bribe or are asked to make a bribe;
(b) you suspect that corrupt behaviour is being considered or carried out by a member of Staff, Associated Person or Contracting Party; and
(c) you believe that you are a victim of another form of unlawful activity.
12.4 In the event that an incident of bribery, corruption, or wrongdoing is reported, the Compliance Officer will investigate the matter and escalate it to Senior Management if necessary. Action will be taken to resolve the matter and avoid repetition.
12.5 If you have any questions in relation to this policy, please contact the Compliance Officer.
Senior Management Team
Last updated on: 17 January 2017
The Company's Compliance Officer is:
Name: Steve Parrant
Last updated on: 17 January 2017
Potential risk scenarios: "red flags"
The following is a list of possible red flags that may arise which will raise anti-bribery concerns. If you encounter any of these red flags while working for us, you must report them promptly. (This list is not exhaustive).
you become aware that an Associated Person engages in, or has been accused of engaging in, improper business practices;
you learn that an Associated Person has a reputation for paying bribes, or requiring that bribes are paid to them;
you learn that an Associated Person has a reputation for having a "special relationship" with foreign government officials;
you learn that an Associated Person has been offering money or some other benefit to government officials to obtain an authorisation, approval, license or the like;
you learn that an Associated Person has been meeting with government officials to assist with the commercialisation of a product.
an Associated Person insists on receiving a commission or fee payment before committing to sign up to a contract with you, or carrying out a government function or process for you;
an Associated Person requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;
an Associated Person requests that payment is made to a country or geographic location different from where the Associated Person resides or conducts business;
an Associated Person requests an unexpected additional fee or commission to "facilitate" a service;
an Associated Person demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;
an Associated Person requests that a payment is made to "overlook" potential legal violations; or
you have been invoiced for a commission or fee payment that appears large given the service stated to have been provided.