BUSINESS PARTNER DILIGENCE POLICY An offence under the Bribery Act can be committed by a company if it fails to prevent bribery by a third party that is performing services for or on behalf of the company. The company s own employees are presumed to act on behalf of the company so their actions are clearly caught, but a range of other parties' actions can also give rise to liability for the company. Prosecutors have explained that this provision is intended to embrace the whole range of persons connected to an organisation who might be capable of committing bribery on the organisation s behalf. So it is important to understand what types of relationships might be caught in order to ensure that appropriate due diligence is carried out so that we can minimise any risk there might be. For bpi, which relationships might be caught? Type of Relationship Sales agents who sell bpi products on behalf of bpi Joint ventures or joint venture partners who are engaged in business on behalf of bpi Consultants acting on behalf of bpi (for instance, in negotiating a contract) Suppliers of goods or services to bpi Resellers of bpi products (ie, who purchase bpi goods and resell them at their own risk) Sales agents who sell on behalf of a number of companies, including bpi, but who give a bribe when acting on behalf of another company Could bpi be liable if the third party gives a bribe? (but bpi could be liable if the agent is acting on bpi s behalf) In this Business Partner Diligence Policy, we refer to those third parties whose actions could give rise to liability for bpi as Business Partners. If you are unsure whether a particular business contact falls within the scope of a Business Partner, you should consult the Group Compliance Officer ( CO ) Hilary Kane on 01475 501055 or hilarykane@bpipoly.com The policy applies equally to new and existing Business Partners. What does this mean for bpi? Bpi aims to develop relationships with third parties based on mutual trust. You must choose Business Partners based on appropriate criteria such as qualifications, credit worthiness, competitive price and reputation. Bpi s procedures for preventing bribery by Business Partners need to include: effective pre-contractual due diligence, and ongoing monitoring. Bpi employees must actively take steps to ensure that all new and existing Business Partners with whom we contract to perform services on behalf of the Group have anti-bribery policies and procedures in place equivalent to our own. The steps which you need to take to ensure this apply to our existing Business Partners as well as to new Business Partners with whom we intend to work in the future. If existing Business Partners are not willing to provide the information requested, you must contact the CO immediately for the purposes of seeking
2 legal advice. If you contact the CO by email or other written communication you must clearly label the email or document as A Request For Legal Advice. What do you need to do? The risk assessment and due diligence procedures set out below must be completed by the bpi employee that is responsible for the relationship with the Business Partner. You must conduct a risk assessment to assess the potential risks posed by new and existing Business Partners to assess whether the Business Partner is high or low risk. Factors such as the type of Business Partner engaged and whether they are/will be operating in high risk jurisdictions will be relevant considerations. The risk posed by the Business Partner will determine the level of monitoring that will be required. The Risk Assessment Framework that must be completed is attached at Annex 1. Following the risk assessment, even if the assessment is low, you must issue the Due Diligence Questionnaire (Annex 2) and the Business Partner Compliance Confirmation (Annex 3) to the Business Partner for completion. You must also issue a copy of the bpi Group Ethical Policy and this Business Partner Diligence Policy to all Business Partners. For all new Business Partners, you must ensure that the contractual provisions provided at Annex 4 are incorporated into the contract with the Business Partner. For existing Business Partners, you must seek to incorporate the contractual provisions provided at Annex 4 if there is an option to re-negotiate the terms of the contract with the Business Partner or a renegotiation occurs for any other reason. If the Business Partner is not willing to accept the incorporation of the contractual provisions, you must contact the CO immediately for the purposes of seeking legal advice. If you contact the CO by email or other written communication you must clearly label the email or document as A Request For Legal Advice If, following the risk assessment, the Business Partner is considered High Risk, you must complete the Business Partner Risk Review Form provided at Annex 5 on an annual basis. If, following the risk assessment, the Business Partner is considered Low Risk, you must complete the Business Partner Risk Review Form provided at Annex 5 every three years. The following documents are attached: Annex Contents Do you need to Do you need to complete/issue to complete/issue include in contracts with to/include in contracts existing Business with new Business Partners? Partners? 1 Risk assessment - before they are framework engaged 2 Due Diligence - before they are Questionnaire engaged 3 Business Partner - before they are Compliance Confirmation engaged 4 Contractual provisions, if the contract is renegotiated at any point 5 Business Partner Review Form, annually if High Risk and every 3 years if Low Risk (and forward to CO) The following documents must also be provided to all Business Partners: Document Provide to existing Provide to new Business Business Partners? partners? Group Ethical Policy - before they are engaged Business Partner Diligence Policy - before they are engaged
3 What do you need to send/notify to the CO, Hilary Kane? You must do the following: After completing the Risk Assessment, you must forward it, together with the Due Diligence Questionnaire, Business Partner Compliance Confirmation and all relevant documents provided by the Business Partner (for example, a copy of its anti-bribery policy) and a copy of the contract with the Business Partner, to the CO. If an existing Business Partner is not willing to complete the Due Diligence Questionnaire or the Business Partner Compliance Confirmation or provide any ancillary information requested, you must contact the CO immediately for the purposes of seeking legal advice. If you contact the CO by email or other written communication you must clearly label the email or document as A Request For Legal Advice Similarly, if an existing Business Partner is not willing to accept the incorporation of the anti-bribery contractual provisions at re-negotiation of the contract terms, you must contact the CO immediately for the purposes of seeking legal advice. If you contact the CO by email or other written communication you must clearly label the email or document as A Request For Legal Advice. After completing the Business Partner Review Form (either annually or every three years), you must forward the completed form to the CO. Any changes to the risks posed by the Business Partner or changes to the Business Partner s anti-bribery policies and procedures that are notified to you by the Business Partner (as required by the Business Partner Compliance Confirmation) or any changes to bpi's contract engaging the Business Partner must be notified to the CO. In addition, if, at any time, you have any concerns about whether a Business Partner is compliant with anti-bribery law, you must contact the CO immediately for the purposes of seeking legal advice. If you contact the CO by email or other written communication you must clearly label the email or document as A Request For Legal Advice. Please see the attached Process Flow Chart which summarises what you need to do. 3 December 2012
Business Partner Diligence Process Chart Is the company/individual a Business Partner? further anti-bribery due diligence required Conduct Risk Assessment (Annex 1) Issue Due Diligence Questionnaire (Annex 2), Business Partner Compliance Confirmation (Annex 3) to the Business Partner for completion, together with a copy of the bpi Group Ethical Policy and this Business Partner Diligence Policy Is the Business Partner high risk? Issue Due Diligence Questionnaire (Annex 2), Business Partner Compliance Confirmation (Annex 3) to the Business Partner for completion, together with a copy of the bpi Group Ethical Policy and this Business Partner Diligence Policy Send a copy of the completed Risk Assessment (Annex 1), Due Diligence Questionnaire (Annex 2), Business Partner Compliance Confirmation (Annex 3) and any ancillary documents together with a copy of the contract with the Business Partner to the Compliance Officer Send a copy of the completed Risk Assessment (Annex 1), Due Diligence Questionnaire (Annex 2), Business Partner Compliance Confirmation (Annex 3) and any ancillary documents together with a copy of the contract with the Business Partner to the Compliance Officer For all new contracts with Business Partners, ensure the contract with the Business Partner includes the contractual provisions included at Annex 4 before the Business Partner is appointed. For existing Business Partners incorporate the contractual provisions provided at Annex 4 if there is an option to re-negotiate the terms of the contract with the Business Partner For all new contracts with Business Partners, ensure the contract with the Business Partner includes the contractual provisions included at Annex 4 before the Business Partner is appointed. For existing Business Partners incorporate the contractual provisions provided at Annex 4 if there is an option to re-negotiate the terms of the contract with the Business Partner Complete the Business Partner Risk Review Form (Annex 5) on an annual basis and send a copy of the completed form to the CO Complete the Business Partner Risk Review Form (Annex 5) every 3 years and send a copy of the completed form to the CO tify the CO of any changes to the risks posed by the Business Partner or changes to the Business Partner's antibribery policies and procedures that are notified to you or any changes to the contract terms with the Business Partner tify the CO of any changes to the risks posed by the Business Partner or changes to the Business Partner's antibribery policies and procedures that are notified to you or any changes to the contract terms with the Business Partner
RISK ASSESSMENT ANNEX 1 Before entering into any business relationship with a new Business Partner you must ascertain whether the relationship is high or low risk. The checklist below (although not exhaustive) will assist in determining the level of risk posed by the Business Partner. If you are unsure whether a Business Partner is high risk you must consult the CO before engaging the Business Partner. The same checklist should be completed for existing Business Partners Comments Is the contract to be performed in a country with a history of corruption (to assess this risk check http://cpi.transparency.org/cpi2011/results/) Will the Business Partner be performing services in a high risk industry or sector? Are you aware of the Business Partner having a former or current public official on its payroll? Does the contract to be performed by the Business Partner require government approval or licensing? Are you aware of there being a history of bribery in the Business Partner s organisation? Will the Business Partner be negotiating contracts or opportunities on behalf of bpi? Will the Business Partner be in contact with customers of bpi? Will the Business Partner be acting as a sales agent or intermediary on behalf of bpi? Does the Business Partner have no relevant expertise or knowledge of the subject matter of the contract but is appointed because of their contacts/relationship with individual public officials or contacts within existing/potential customers? Are the Business Partner s proposed fees unusually high for the substantive service to be provided? Was the Business Partner recommended to you by a public official or potential customer to act as a go between?
Does the Business Partner suggest that gratuities or gift expenses will be incurred to secure business? Will the contract be performed by additional third parties of whom you are not aware? Does the Business Partner seek to be paid in an unusual manner or location for the service rendered? Are there any other facts or circumstances that may suggest that the contract or transactions with the Business Partner are not typical or in the ordinary course of bpi's business? 2 If the answer to any of the above questions is the relationship with the Business Partner must be treated as High Risk. If the answer to all of the above questions is "" the relationship with the Business Partner can be treated as Low Risk, unless the circumstances of the relationship raise any concerns, in which case you must consult the CO before engaging the Business Partner. If you contact the CO by email or other written communication you must clearly label the email or document as A Request For Legal Advice Even if low risk, you must still send the Business Partner the Due Diligence Questionnaire (Annex 2) and the Business Partner Compliance Confirmation (Annex 3) with a copy of the bpi Group Ethical Policy and this Business Partner Diligence Policy. You must not enter into a business relationship with a new Business Partner, or renew an existing relationship, until the Business Partner has completed the Due Diligence Questionnaire and signed the Compliance Confirmation. The categorisation of the relationship as Low Risk should be reviewed once you receive the Business Partner s responses in case it contains any information which would change the assessment from low to high risk. Whether your Business Partner is low or high risk determines how often you need to complete the review in Annex 5: annually for high risk Business Partners every 3 years for low risk
DUE DILIGENCE QUESTIONNAIRE ANNEX 2 Bpi is committed to carrying out business fairly, honestly and openly. Bpi expects its business partners to act at all times in a professional and ethical manner in accordance with the highest standards of business practice, integrity and fair dealing. When acting on behalf of bpi, business partners must promote and protect the reputation of bpi and act in its best interests at all times. Before establishing a contractual relationship with bpi, bpi requires all business partners to complete this due diligence questionnaire and sign the attached business partner compliance confirmation and return both documents together with any requested supporting information to [insert employee contact name and contact details 1 ] A1 Contact Name for enquiries about this questionnaire A2 Contact Details for enquiries about this questionnaire A3 Company Name A4 Company Address A5 Company Registered Number (if applicable) A6 Services to be performed for bpi A7 Duration of the proposed contract with bpi B1 Does your organisation have anti-bribery policies and procedures in place? Please send copies of your policies together with this completed questionnaire. (please proceed to B2) (please proceed to B3) 1 To be completed by the employee before issue to the Business Partner
B2 Please describe the anti-bribery due diligence procedures adopted by your organisation before performing services on behalf of bpi Please proceed to question C1 2 B3 C1 Please confirm that your organisation will implement anti-bribery procedures equivalent to those detailed in the bpi Group Ethics Policy and the Business Partner Diligence Policy when performing services on behalf of bpi Have there been any past or current allegations of bribery or corruption, convictions or prosecutions involving your organisation, your boards, officers or employees or any third parties you intend to engage to perform the contract with bpi? (Please provide details) C2 C3 Are you aware of, or do you have reason to believe there could be, any potential conflicts of interests involving your organisation, board members and employees and board members or employees of bpi? Are there any former or current public officials acting as a board member or employee of your organisation? (Please provide details) (Please provide details)
ANNEX 3 BUSINESS PARTNER COMPLIANCE CONFIRMATION 1. We confirm that: 1.1 The anti-bribery policy we have provided to you is the current version of our anti-bribery policy we have received a copy of the bpi Group Ethical Policy and are aware that this may be updated and communicated to us from time to time 1 ( the Policy) and shall comply in every respect with the Policy and: we shall implement the Policy and maintain in place adequate anti-bribery procedures; we shall conduct anti-bribery due diligence before entering into business relationships on bpi s behalf; we shall retain documentary evidence of the results of all such due diligence; we shall require our business partners with whom we are doing business on bpi s behalf to comply with the Policy or an equivalent policy; we shall monitor the Policy to ensure that it is adequate and is operating effectively in our business; there are no past or current allegations, investigations, convictions or prosecutions relating to bribery or corruption involving (i) us, or any of our directors, officers or employees; or (ii) so far as we are aware (having made due and diligent inquiries) our intermediaries or other associated business partners with whom we are doing business on bpi s behalf or any of their directors, officers or employees; we shall document all material aspects of our relationships with intermediaries and other business partners with whom we are doing business on bpi s behalf; we shall keep all books and records up to date; if we carry out corporate entertaining of a value of 50 to a supplier, contractor, customer or third party on behalf of bpi, we will seek prior approval from our contact within bpi; 1.2 we shall notify you of any material amendments to our anti-bribery policies or procedures; 1.3. we shall notify you of any, convictions or prosecutions relating to bribery or corruption involving us, or any of our directors, officers or employees; and, in so far as the same are in the public domain, of any allegations or investigations into the same; so far as we become aware of them; we shall notify you of any allegations, investigations, convictions or prosecutions relating to bribery or corruption involving, our intermediaries and other business partners or any of their directors, officers or employees in each case relevant to the performance of services by us on behalf of bpi. 1 Delete as appropriate
2 1.4 we shall notify you if there is any involvement of a Foreign Public Official in the operation of our business. 1.5 to the best of our knowledge and belief, we are not aware of any conduct within our business or with our business partners with whom we are doing business on bpi s behalf that may have infringed anti-bribery law and that if we become aware of such conduct we will report the conduct to bpi s Compliance Officer at hilarykane@bpipoly.com 2. We authorise British Polythene Industries PLC or any of its subsidiaries or subsidiary undertakings to inspect our books and records relating to business conducted on behalf of bpi during business hours upon request to verify that we implement adequate anti-bribery procedures and that we keep all books and records up to date. 3. We shall co-operate fully, if so required, with any requests for information, documents or assistance arising out of bpi or an investigating authority s inquiries regarding our compliance (directly or indirectly through our association with bpi) with anti-bribery law. We authorise bpi to use, as reasonably required, any such information or documents in connection with any regulatory or police inquiry or related matter. 4. We understand the terms of bpi s Group Ethical Policy and acknowledge that if we fail to comply with the terms of bpi s Group Ethical Policy or our own equivalent antibribery policy, bpi may terminate our contract with immediate effect. Signed.Date Print name For and on behalf of [insert company name]
Annex 4 Anti-bribery Contractual Provisions 1. Bpi has a zero tolerance of bribery and corruption. This policy extends to all of bpi s business dealings and transactions in all countries in which it or its subsidiaries and associates operate. In its performance of this agreement the [Contractor] shall comply with all applicable laws, regulations and sanctions relating to anti-bribery and anticorruption including but not limited to the U.K. Bribery Act 2010 ( UKBA ). The [Contractor] shall not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the UKBA if such activity, practice or conduct had been carried out in the UK. The [Contractor] shall have and maintain in place throughout the term of this agreement effective anti-bribery policies and procedures, which shall comply with the adequate procedures requirements established under UKBA. The [Contractor] shall ensure that all persons associated with the [Contractor] or other persons who are performing services or providing goods in connection with this agreement comply with the UKBA and all applicable laws and regulations relating to anti-bribery and anti-corruption. 2. The [Contractor] shall provide to bpi upon request all information necessary to enable the bpi to satisfy itself that the Contractor has effective anti-bribery policies and procedures in place. The [Contractor] shall maintain complete and accurate accounting records of any payments made by it or any person associated with the [Contractor] or other persons who are performing services or providing goods in connection with this agreement and to make such records available for inspection from time to time at the reasonable request of bpi or its auditors or other advisers. 3. The [Contractor] shall immediately notify bpi of any investigation or enquiry by or on behalf of the [Contractor] or any governmental, regulatory or other body in relation to any allegation or suspicion of any offence under the UKBA or any other applicable laws and regulations relating to anti-bribery and anti-corruption: The [Contractor] shall and co-operate fully with any investigation or enquiry by or on behalf of bpi or any governmental, regulatory or other body in relation to any allegation or suspicion of any offence under the UKBA or any other applicable laws and regulations relating to antibribery and anti-corruption. 4. Without prejudice to any other rights it may have, bpi may terminate this agreement forthwith by notice in writing to the [Contractor] in the event of a breach by the [Contractor] of these anti-bribery and anti-corruption requirements.
Annex 5 Business Partner Risk Review Form Bpi Employee Name Employed by (specify which bpi Group company) Position Job title Date of Business Partner Review Name of Business Partner Details of contract with the Business Partner Have any amendments to the antibribery policy and procedures implemented by the Business Partner been notified to you? Do the amendments materially change the risks posed to bpi? (Please provide details) (Please provide details) Has bpi s Group Ethics Policy been amended since the Business Partner was appointed? If yes, has the amended policy been issued to the Business Partner? Have any allegations, convictions or prosecutions been notified to you or are you aware of any such allegations, convictions or prosecutions involving the Business Partner? Are you aware of any conflict of interest that exists with the Business Partner? (Please provide details) (Please provide details)