ANTI-BRIBERY POLICY. Introduction

Transcription

1 ANTI-BRIBERY POLICY Introduction The trust that Royal Mail enjoys from its customers is one of its key assets. We all need to work to make sure that we do everything we can to protect that asset that has taken 350 years to build. One of the ways we must do this is through strict compliance with all laws and regulations. Addressing bribery will become a bigger risk issue for UK businesses from 1 July 2011 when the Bribery Act comes into force. Like many other companies, Royal Mail is strengthening its anticorruption processes in accordance with the new legislation. This is being done not only to comply with the new laws but also to best position Royal Mail to protect its reputation and to uphold our commitment to carrying out business fairly, honestly and openly, in accordance with the highest ethical standards. Corrupt acts expose Royal Mail and its employees to the risk of prosecution, fines, debarment from tendering for business and other penalties. They are also contrary to everything that we and our brand stand for. Royal Mail has a strict zero tolerance policy towards bribery and corruption. This principle has been unanimously approved by the Board. The entire executive team is committed to these principles. Working together we must ensure that Royal Mail s reputation continues to remain strong. Please take the time to read this Policy, and associated Policies, carefully to ensure you understand your obligations. If you have any questions or concerns, please contact Group Compliance, Tel: , group.compliance@royalmail.com. Moya Greene CEO Royal Mail Group 1

2 Royal Mail Anti-Bribery Policy A. Purpose of this Policy The purpose of this Policy is to set standards of behaviour that minimise the risk of bribery for Royal Mail. The principles underpinning this Policy are the same in every country in which we operate, regardless of business sector, local customs and practices. Anyone who is employed by, or performs services for, or on behalf of, Royal Mail anywhere in the world in any capacity (including agency workers and contractors) is bound by this Policy. Intermediaries and other business partners are expected to act ethically and may be required to comply with this Policy in all their dealings with or for Royal Mail. Any breach of this Policy, or any procedure implementing it, will be treated as a very serious matter by the company and may result in disciplinary action, including termination of employment and reporting to the appropriate authorities. Complying with the Policy will help to protect you from unlimited fines and a potential prison sentence of up to 10 years, as well as Royal Mail itself from potentially unlimited fines and significant reputational damage. Appendix 1, Why Comply, highlights some of the reasons why we should all comply, for example culture, reputation, criminal sanctions etc. B. What is Bribery and Corruption? Bribery is: promising, offering, giving, requesting or accepting whether directly or through a third party ANY ADVANTAGE to induce or reward, behaviour that is improper (illegal, unethical or a breach of duty). Even if a bribe is turned down or fails to have the intended effect, it is still a bribe. Advantages may be financial or non-financial and could include the following: Money; Loans; donations (including charitable donations); an award of business; employment contracts; consultancy contracts; preferential treatment; 2

3 gifts and hospitality (see our Gifts and Hospitality Policy ); holidays; any other advantage or benefit which is intended, or perceived to be of value to the recipient or another person (e.g. a relative or friend of the recipient). Bribery could be committed by: any employee of Royal Mail regardless of seniority or grade anywhere in the world; or any other person performing services on behalf of Royal Mail anywhere in the world (third parties such as agents, intermediaries, contractors and suppliers). Bribery could occur in both the private sector and the public sector. C. Royal Mail s Policies 1. Giving and Receiving Bribes: Royal Mail has a zero tolerance policy on bribery, therefore: employees including agency workers and contractors must never promise, offer or give a bribe; they must never request or accept a bribe; no employee will suffer demotion, penalty or other adverse consequences for refusing to pay or receive bribes, even if the refusal may result in the company losing business; all employees must adhere to the standards contained within Royal Mail s Gifts and Hospitality Policy and the Conflicts of Interest Policy. 2. Gifts and Hospitality Policy Our Gifts and Hospitality Policy has been amended and governs the giving and receiving of gifts, hospitality/entertainment, charitable donations and sponsorship [ Documents/Governance/G09 Gifts.pdf]. 3. Conflicts of Interest Royal Mail s existing Conflicts of Interest Policy sets out how Employees should act so as to avoid conflicts. Examples of situations to avoid are: private arrangements for goods and services to be supplied for personal use using Royal Mail purchasing facilities; private arrangements for the use of discount terms (except where this has been officially negotiated by Royal Mail as a staff benefit and has been advertised as generally available to all staff); and 3

4 payments received from a third party for performing a service which is part of an employee's official duty (for example, appearance money for an interview, or a fee for giving a lecture). In addition: an employee or agent whose role involves negotiating or authorising a contract with a third party must immediately declare any shareholding in that third party company or its holding company, subsidiaries or associated companies; employees may not authorise the payment of company funds to any outside organisation or charity of which they are a trustee, board member, director or other officer; and business decisions, particularly appointments and the placing of contracts, must not be influenced by any personal relationship whether family or otherwise, or by membership of any social, religious or political association to which entry is restricted by payment, election or oath of loyalty or secrecy. 4. Business Dealings and Contacts All dealings with public officials or private individuals and enterprises must be open and transparent and conducted in a proper and appropriate way. This will ensure that no bribery or corruption takes place, and will also avoid any appearance or suggestion of improper activity. 4.1 Public Officials Dealings with Public Officials can be a particularly sensitive area. A public official can be any person holding any legislative, executive, administrative or judicial position of a State, whether domestic or foreign and whether at local or central government level. They may be: appointed or elected; permanent or temporary; paid or unpaid; of any level of seniority or grade; an employee of a government-owned or controlled entity (e.g. state owned enterprises, the NHS, Postal Administrations, etc); an officer or individual who holds a position in a political party; a candidate for public office; a person who otherwise exercises a public function for or on behalf of or within any country; or an employee of a public international organisation. Under UK law, any offer of an advantage to a foreign public official in connection with winning or retaining business could be treated as a bribe, even if there was no improper purpose behind the offer. Therefore, it is important to take extra care when dealing with foreign public officials. 4

5 If you are in any doubt as to whether an advantage could be a bribe, you should contact your line manager or Group Compliance. 4.2 Facilitation Payments A facilitation payment is a payment made to an official to secure or expedite the performance of a routine or necessary action to which the payer of the facilitation payment has a legal or other entitlement, such as obtaining a permit, licence, visa etc (also known as grease payments ). Facilitation payments are bribes, illegal and are never acceptable. However, If you are asked to make such a payment, and you feel under threat of physical harm or there is a real risk to your safety if you fail to make the payment, you should make the payment and report this as soon as possible to your line manager who must then contact Group Compliance. Even if you ultimately avoid making the payment, you should still notify your line manager of the request, as this will help us to identify for the future where there are issues of this kind. If you are in any doubt as to whether a payment should be made, you should contact your line manager or Group Compliance. 4.3 Agents, Intermediaries and Other Business Partners Royal Mail can be held responsible for actions of agents, intermediaries, and other business partners (including suppliers and contractors), therefore: Royal Mail generally aims to keep intermediaries and agents to a minimum and only works with those agents, intermediaries and other business partners who have been approved under Royal Mail s risk-based due diligence process, and where those third parties have contractually agreed to comply with this Policy or have an equivalent Policy in place; if you are unsure whether a third party has been approved by Royal Mail, you should contact Group Procurement; you should be alert to the supply chain and if your contractor then subcontracts, your contractor should be similarly asked to ensure that any subcontractor will comply with the principles set out in this Policy and so on throughout the chain; any remuneration payable to agents or other business partners acting on behalf of Royal Mail must be appropriate for the services carried out (which is to be determined objectively as far as possible); and payments must never be made in cash, must be paid through bona fide channels and no payments must be made through off-shore accounts. 5

6 For further detail on payment and purchasing transactions, please consult the Procurement Policy (F2) and ensure that Group Procurement is properly engaged. Appendix 2 contains some red flags that might signal a bribery risk when considering a relationship with third parties such as agents intermediaries and suppliers. 5. Accounts and Financial Records It is Royal Mail s policy to maintain transparent and accurate books, records and financial reporting within all its business units, and for all third parties working on Royal Mail s behalf. 6. Reporting Concerns If you know that bribery or corruption has taken place, or have any suspicions that it has taken place or may do so, anywhere within (or related to) Royal Mail, you must immediately report this to: Your line manager in the first instance; The Group Compliance Team if your line manager cannot be contacted or they cannot resolve the query (Postline: , Tel: ); or If you are not comfortable speaking to your line manager or Group Compliance you can use our external Speak Up (whistleblowing) line in complete confidence (Tel: ). Royal Mail is committed to ensuring that employees can report their concerns in complete confidence. All reports are taken very seriously and we will investigate accordingly; retaliation, in any form, against a reporter is strictly prohibited. You should also contact your line manager or Group Compliance if you have any questions about this Policy generally, or about how the rules apply in specific circumstances. 7. Contacts If you have any questions, concerns or queries about bribery and corruption, requests for further relevant training or are not sure how the Policy is to be applied in any given situation, please contact: Group Compliance Postline: Tel: group.compliance@royalmail.com 6

7 D. Document Details Owner : Company Secretary Effective from : 1 July 2011 Version : 1 Review date : July

8 E. Summary of Key Points Royal Mail s Policy Royal Mail has a strict zero tolerance approach to bribery and corruption. Bribery is: promising, offering, giving, requesting or accepting whether directly or through a third part ANY ADVANTAGE to induce or reward, behaviour that is improper (illegal, unethical or a breach of duty). Even if a bribe is turned down or fails to have the intended effect, it is still a bribe. Bribery and corruption may involve public officials, but may also take place entirely between private enterprises or individuals. The Consequences REMEMBER Bribery and corruption are taken very seriously and in many places are criminal offences carrying severe penalties. Bribery and corruption harm business reputation and standing in the market, and so are a threat to the success of Royal Mail. Bribery and corruption are also serious disciplinary matters for those employed by Royal Mail or acting on its behalf. If you have any doubts about something that you or another person (within or outside Royal Mail) has said or done (or will do), speak to your line manager or Group Compliance as soon as possible. You should also avoid giving the impression of bribery and corruption consider how your actions or words may appear to others. Ask yourself would this payment or activity damage Royal Mail s reputation if made public? If you know that bribery or corruption has taken place, or have any suspicions that it has taken place or may do so, anywhere within (or related to) Royal Mail, you should speak to your line manager or Group Compliance at the earliest opportunity so that any potentially improper activities can be investigated as quickly as possible. 8

9 Appendix 1 - Why Comply? Compliance with this Policy and all applicable laws on anti-bribery and corruption is essential for both your own and Royal Mail s protection. There are many reasons to comply: Company culture: bribery and corruption is completely contrary to Royal Mail s culture of continuous improvement, unrivalled standards and to act honestly and fairly at all times. Compliance with this Policy is vital to maintain that culture. Reputation: image, goodwill and standing can be very easily damaged or destroyed by any breach of law or this Policy. This would also undermine the trust and relationships which Royal Mail has built up in the marketplace with its customers and other stakeholders. Legal obligations: as a matter of law, Royal Mail will be guilty of a crime if it fails to take steps to prevent bribery and corruption carried out by anyone acting or performing services on its behalf. Criminal sanctions: in most countries, bribery and corruption are criminal offences. Breaches can occur even where acts relating to an offence take place abroad. In the UK, criminal sanctions could include unlimited fines and imprisonment for up to 10 years. The proceeds of any bribery/corruption may also be seized. Civil sanctions: in many jurisdictions those who have suffered damage or lost business as a result of bribery and corruption can claim compensation for that damage. Investigations: investigations into suspected offences may take up considerable management and company time, be very stressful for staff and attract adverse publicity. Being investigated and defending proceedings brought by regulators or prosecutors is also very expensive, not only in terms of time, but also in legal and other expenses all of which harm Royal Mail s business. Disciplinary proceedings: breaches of the law and/or this Policy will be treated by Royal Mail as serious disciplinary matters, and could result in reprimand, suspension and/or dismissal. Where a business partner fails to comply with this Policy [or the form of this Policy contractually applicable to that business partner], Royal Mail may take a view that it should seek to terminate that business relationship where it has the right to do so. Compliance is not just an issue for Royal Mail. If you become involved in any way with bribery or corrupt conduct you could face personal liability, including imprisonment and fines. 9

10 Appendix 2 Red Flags Red flags that might signal a risk when considering a relationship with agents and third parties: unusually large commissions or unusual payment patterns; unknown third parties or third parties lacking transparency; third parties that appear under-qualified or under-staffed or are specified or recommended by government officials; repeated or excessive instances of gifts and hospitality; requests to cover unusually large expenses, or expenses for associates or family members; hospitality with no legitimate connection to promotion or demonstration of products or services; a history or perception of corruption in the country in question; or payments to/from foreign public officials or individuals who may be politically exposed. 10