BRIBERY PREVENTION POLICIES AND

PROCEDURES
CONTENTS

A Introduction
B Offences Under The Bribery Act 2010
C Gifts, Hospitality and Expenses
D Reporting an Incident of Bribery
E Detecting ‘Bribery’ and Reviewing the company’s Policies

This document should be read in conjunction with the training document “Bribery Act
Training”. It is important that you read both documents, and refer to them when relevant
issues arise.

WARNING
Failure to comply with this policy may be treated as gross misconduct and result
in disciplinary action. Such failure may also put you at risk of prosecution under
the Bribery Act 2010.

Document Title: Bribery Act Compliance Policy Document Ref N/A

Uncontrolled if printed
First Issued: 23/08/2011 Last Revised: 17/06/13 Version Number: 2
A INTRODUCTION

1. The Bribery Act 2010

1.1. The act came into force on 1st July 2011. It applies to all parts of the United Kingdom.
The Act directs that the Company should establish and communicate procedures to
prevent persons associated with the Company from committing bribery to secure a
business benefit for the Company. The procedures should be proportionate to the
bribery risk, which the Company faces. In order to assist companies to comply with
their obligations the Ministry of Justice has published guidance, which is formulated
around six guiding principles.

1.2. The objective of the Act as set out by the Ministry of Justice is to combat bribery which
undermines democracy and the rule of law and poses very serious threats to
sustained economic progress in developing and emerging economies and to the
proper operation of free markets generally. Although the possibility of bribery taking
place is higher in the case of overseas dealings, the act is intended to apply to
dealings which take place within the United Kingdom and overseas.

1.3. If you are unsure how to apply the policies in this document, consult a director or the
Financial Controller.

2. Commitment to bribery prevention

TICCS are committed to a policy of zero tolerance of bribery and corruption. This
policy extends to all the company’s business dealings and transactions in all countries
in which it operates. The policies and procedures will be reviewed regularly to account
for changes in the law, the company’s experience, reputation demands and changes
in the company’s business. All directors and employees of TICCS are required to
comply with this policy.

3. Offences under the Act

3.1. The Act creates two offences which can be committed by a natural person or an
organisation. These are (1) bribing another person or foreign public official which is
known as ‘active bribery’ and (2) accepting a bribe from another person which is
known as ‘passive bribery’.

3.2. An organisation also commits an offence if it fails to prevent bribery but it will have a
defence if it can show that it had adequate procedures to prevent bribery.

3.3. A senior officer of an organisation is also guilty of an offence if he/she approves a

bribe involving the organisation.

4. Policies on accepting and providing gifts and hospitality

There is always a risk that if you receive or provide gifts or hospitality to clients or third
parties then this may amount to a bribe. This document provides guidance with the aim
of eliminating this risk.

5. Training

Employees within the company who undertake work which involves a medium or high
risk of exposure to bribery must study written materials on the subject, including this

2
 document and should seek clarification if they are uncertain of any aspects.

6. Your Role

Your main obligations are not to be involved in any bribery (whether it is ‘active’ or
‘passive’ bribery), to be aware of suspected bribery and to report any suspected bribery
taking place which involves the company. The remainder of this document explains
what you should do to comply with these obligations.

B OFFENCES UNDER THE BRIBERY ACT 2010

1. Who commits a bribery offence under the Act and what are the offences?

This guide is concerned with your professional conduct whilst carrying out the business
of TICCS. However, it is worth noting that you could commit a bribery offence
regardless of whether or not you are carrying out business for the company.

A senior manager of the company may also commit a bribery offence if they authorise a
bribe which is provided or received by someone else within the company. The company
can also commit a bribery offence if a senior manager authorises a bribe on behalf of
the company.

The company could also commit a separate offence of failing to prevent bribery although
it will have a defence if it has adequate policies and procedures to prevent bribery. This
guidance forms part of those policies and procedures.

In the case of an individual, he/she commits a bribery offence if he/she has a ‘close
connection’ with the United Kingdom. It does not matter if the bribery offence takes
place in the United Kingdom or aboard. The following are regarded as having a ‘close
connection’ with the United Kingdom:

a. a British citizen;
b. a British overseas territories citizen;
c. a British National (Overseas);
d. a British Overseas citizen;
e. a person who under the British Nationality Act 1981 was a British subject
f. a British protected person;
g. an individual ordinarily resident in the UK;
h. a body incorporated under the law of any part of the UK; and
i. a Scottish partnership

2. What is a ‘bribe’?

This is giving or receiving something of value (SoV) to influence an improper

transaction. The SoV could be cash or other advantage (e.g. hospitality, tickets to the
theatre, store vouchers).

An individual commits an offence if he/she:

a. offers, promises or gives SoV to another person to influence them to do ‘wrong’

or to reward them for doing ‘wrong’ (active bribery);
b. request, agrees to receive or accepts SoV in order to do ‘wrong’ or as a reward
for doing ‘wrong’ (passive bribery);
c. directly or indirectly through a third party offers, promises or gives SoV to a
Foreign Public Official (FPO) or to a third party on the direction of the FPO, with the

3
 intention of obtaining or retaining business or an advantage in the conduct of
business; and there is nothing in the written law of the FPO’s jurisdiction which
allows for this (active bribery).

An FPO is an individual who:

a. holds a legislative, administrative or judicial position of any kind, whether

appointed or elected, of a country or territory outside the United Kingdom;
b. exercises a public function on behalf of a country or territory outside the United
Kingdom or for any public agency or public enterprise of that country or territory; or
c. is an official or agent of a public international organisation.

3. What is meant by ‘wrong’?

This is the ‘improper performance’ of a ‘relevant function’.

‘improper performance’ applies when there is performance which is in breach of a

‘relevant expectation’ or if there is a failure of performance when there is an expectation
of performance.

A ‘relevant function’ is that which is:

a. of a public office;
b. connected with a business;
c. performed in the course of employment; or
d. performed by or on behalf of a body of persons (whether incorporated or
unincorporated); and

Where the person performing the relevant function is:

a. expected to perform it in good faith;

b. expected to perform it impartially; or
c. in a position of trust by virtue of performing it.

The ‘relevant expectation’ is measured in accordance with what a reasonable person in

the United Kingdom would expect. When deciding what is expected, if the performance
of the duties is not subject to the law of any part of the United Kingdom (i.e. if it is subject
to another country’s laws) then any local custom or practice should be ignored unless it is
permitted or required by that country’s written law.

4. The Importance of complying with the anti-bribery policy

4.1. Our reputation is our greatest asset and falling short of the Bribery Act 2010
presents a substantial risk to our reputation. The penalties imposed on the
company for committing a bribery offence under the Act could be extremely severe
and would impact on everyone in the company. The consequences on an individual
involved in bribery are also extremely severe (up to 10 years imprisonment).

4.2. When dealing with clients and third parties do not be embarrassed about
highlighting the company’s zero tolerance of bribery and corruption. The company
is keen to convey this message to everyone involved with the company. Although
when conveying the message you must ensure it is delivered at the right time and in
the right context.

4
C GIFTS, HOSPITALITY AND EXPENSES

1. What is a ‘gift’, ‘hospitality’ and ‘expenses’?

A ‘gift’ is anything of value which is offered or received.

On the other hand ‘hospitality’ is a gift which is shared between the provider and
receiver of the gift. For example, if a firm of accountants provides you with tickets for a
football match and you attend on your own, then the tickets would be a gift. If
employees of the accountancy firm meet and spend time with you at the football match
then the tickets can be classed as corporate hospitality.

The reference to ‘expenses’ is to employee payments which are made on behalf of the
company and which employees then claim back by submitting an expenses form.

2. How and when to accept a gift/hospitality?

Our employees are extremely committed to providing a professional and high standard
of service to our clients. On some occasions a client may wish to show their
appreciation by offering our employees gifts/hospitality. This is an acknowledgment of
our employees’ hard work. The company believes it is reasonable for employees to
accept such gifts/hospitality so long that it is (a) transparent (b) proportionate (c)
reasonable and (d) bona fide. This is why the company has developed these
procedures for accepting gifts/hospitality.

Whenever you are offered a gift/hospitality you should consider whether it meets the
criteria (a) to (d) set out in the previous paragraph. You are free to decline a
gift/hospitality although there could be circumstances where a client may take offence if
you decline a gift. You must not accept a gift/hospitality unless it meets the criteria set
out below or you have obtained prior approval from a director.

A gift/hospitality from an opponent (in contentious matters) or the other side to a

transaction (in non-contentious matters) is ordinarily regarded as inappropriate. In those
circumstances you should consider whether a bribery report is appropriate.

If you wish to accept a gift/hospitality which does not meet all the criteria set out below
then you should obtain prior approval from a director. A form has been designed for this
purpose (attached FORM A).

3. Criteria for accepting a gift/hospitality without prior approval

If you want to accept a gift/hospitality before obtaining prior approval from a director then
the gift/hospitality:

a. must not be in cash;

b. has a value of less than £50;

c. where a gift/hospitality exceeds £50 it (i) is provided by a business organisation,

charitable organisation or professional firm (ii) does not relate to a particular client
transaction (iii) is provided with the intention of developing the general business
relationship between that organisation/professional firm and the company or is
provided for general continuous professional development (CPD); and

5
 d. will not influence you to perform improperly your professional obligations
(whether to the company, clients or any other party) nor will it reward you for the
improper performance of your professional obligations.

4. Monitoring expenses

If you are responsible for approving employees’ expenses then you should know what
the expenses relate to and whether they are legitimate. This is best practice and would
be expected in any event. You should take extra care when it comes to bribery offences
because you must ensure that an expense does not relate to a bribe being paid to a
person. Fraudulent expense claims are always a risk and the Bribery Act 2010 is
another reason why proper scrutiny of expense claims is essential before approving
them.

D REPORTING AN INCIDENT OF BRIBERY

1. Why Report?

TICCS operate a zero tolerance policy towards bribery and corruption. The company
must have anti-bribery procedures in order to reduce the risk of bribery. The reporting
process is part of the company’s anti-bribery procedures.

You should not be intentionally involved in an incident of bribing (active or passive). The
company’s procedures are designed to make sure you do not intentionally commit a
bribery offence in your professional capacity whilst conducting the business of the
company. Although, it is worth noting that the bribery offences apply to a person
whether or not they were acting in a professional capacity.

In circumstances where you may have been unintentionally involved with a bribery
offence then by reporting the full circumstances to a director this may well evidence that
you did not have an intention to commit the bribery offence.

You should not allow yourself to be bribed by anyone. You should always be vigilant
and aware that anyone can commit bribery which could include your client, the other
side to a dispute, a professional involved with the legal matter or any person who does
not have a professional relationship with the company.

If you come across an incident where a colleague or someone associated with the
company is involved in any form of bribery then you should report it to a director. The
company is committed to preventing all forms of bribery and you will be assisting in
achieving this objective by making a report.

You must report any bribery incidence which you or others are involved in to a director.
If you fail to do so then this is likely to result in you being subject to the company’s
disciplinary procedures.

2. Keeping your ‘bribery’ suspicions confidential

Where there is a suspicion of bribery it is important that you should only report this to the
appropriate persons within the company. You should keep your suspicions confidential
and only discuss it with a director. If you make a report then you should not discuss the
existence of the report or its content with any person inside or outside the company.

6
3. How to Report

3.1. If you need to report a suspicion of bribery, a form has been designed for this
purpose (attached FORM B). In view of the need to maintain strict confidentiality in
such cases, the report should be placed in a sealed envelope sent to the addressee
personally and marked ‘Strictly Private & Confidential’. At the same time telephone
to check that a director is available. If the Chief Executive Officer is not available,
refer the matter to the Head of Finance. You should also follow this procedure
when submitting a request to accept a gift/hospitality (attached FORM A).

3.2. Upon receipt of the form, a Director will consider the problem in the light of all the
circumstances and will take a decision about whether to report the matter to SFO
(the Serious Fraud Office). The company will also consider what further action it
may take internally.

3.3. SFO would consider whether or not to investigate and pass on the matter to the
prosecuting authorities.

3.4. If you have requested approval to accept a gift/hospitality then the director will
consider your request and decide whether to grant or decline approval. You should
act in accordance with the director’s decision and directions.

4. Money Laundering consideration

If you come across a bribery incident involving a client then you may need to consider
whether you need to make a separate money laundering report to a director. This would
depend on the matter you are dealing with and you would have to refer to the money
laundering compliance manual for guidance or contact a director for advice.

5. Protected Disclosure

You need not fear that making a report (whether correct or erroneous) will expose you to
legal or professional sanctions, unless you intentionally took part in the bribery. The
company is committed to a zero tolerance policy on bribery and the employees’
cooperation by reporting bribery will assist the company in implementing its policy.

6. Directors’ obligations

The directors will ensure that any bribery reports submitted to them will be reported to
the Board at the first available board meeting.
E DETECTING ‘BRIBERY’ AND REVIEWING THIS POLICY

1. Coming across bribery

This part of the document contains guidance on what may constitute a bribe. Bribery
can take various shapes and forms. The document provides examples of bribery in the
next section but you should not treat this as an exhaustive list.

You should keep in mind that the client, an employee of the company, the other side to a
dispute, another professional or any third party may be involved in bribery. In some
cases the provider and receiver of the bribe would have committed an offence under the
Bribery Act 2010 but in some cases one party may not have committed an offence if, for
example, they are a non-British national who is not resident in the United Kingdom and

7
 the bribery was committed abroad. You should always keep in mind that a British
national can commit bribery anywhere in the world.

2. Bribery – Examples

The following are examples of bribery (everyone involved are British nationals):

2.1. A client of a law firm who has the benefit of legal expenses insurance funding has
been told by the case handler that their claim does not have reasonable prospects.
The client telephones the case handler and offers them £200 to change their
assessment. The client has committed a bribery offence (active bribery). If the
case handler accepts the money then they would have committed a bribery offence
too (passive bribery). The case handler should not accept the money and should
make a bribery report.

2.2. An employee of the company (E) is reviewing tenders from businesses offering to
supply paper to the company. A senior employee of one of those businesses (S)
suggests to E that if he/she influences or makes the decision to grant the supply
contract to the employer of S then the employee can use S’ villa in France for a
week. S has committed a bribery offence and E will commit a bribery offence if
he/she agrees to go along with this. E should not accept the offer and make a
bribery report.

2.3. An employee of a law firm (E) acting for a purchaser on a conveyancing matter
discovers that their client has managed to influence the estate agent to convince
the seller to reduce the sale price by: (a) offering to pay the estate agent £100 (b)
paying the estate agent £100 or (c) taking the estate agent on an all expenses paid
trip to Spain after the conveyancing transaction had completed. In (a) the client
has committed a bribery offence and in (b) and (c) both the client and the estate
agent have committed a bribery offence. E should make a bribery report without
alerting the parties involved.

2.4. An employee of a law firm (E) is acting for a client on a business sale. The other
side to the transaction request a clear asbestos report on the business property
before they proceed with the transaction. E instructs a surveyor to carry out an
asbestos report for an agreed price. The surveyor meets the client without E being
present and conducts the survey. E receives a clear report from the surveyor and
the transaction goes ahead. E then receives the surveyor’s bill for their fees before
distributing the sale proceeds to the client. The bill is higher than the agreed price.
E takes their client’s instructions and the client is happy to pay the extra fees while
adding that a clear report was necessary for the transaction to go ahead. E
suspects the client offered to pay the surveyor more to obtain a clear report and
therefore, a bribery offence may have been committed by the client and the
surveyor. E should make a bribery report and consider making a money laundering
report.

2.5. An employee of the company (E) is on company business in Egypt. On the way
back to the United Kingdom an official at the airport in Egypt retains E’s passport
and requests £100 to release it. The official says this is an administration fee but
there is nothing in Egypt’s written laws about charging such an administrative fee.
E should try and contact the British embassy in Egypt and the Compliance
department. Interestingly, the airport official would not have committed a bribery
offence under the Bribery Act 2010 because they do not have a close connection
with the United Kingdom. If an employee of the company is travelling abroad on

8
 company business and they believe there is such a risk then they should discuss
contingency plans before they travel.

3. Improving the company’s anti-bribery policies and procedure

The Bribery Act 2010 is still in its infancy and we will only know how the Act will be
applied by the prosecuting authorities as time goes by. The policies and procedures will
need regular review to account for changes in the law, the company’s business and
experience and the risks which apply to the company. The aim is to ensure the
company’s procedures are adequate.
FORM A
REQUEST TO ACCEPT A GIFT/HOSPITALITY (INTERNAL)
(Please check section C for when you need to complete this form.)
IMPORTANT If you have been offered a gift/hospitality your should always consider
whether the gift/hospitality is (a) transparent (b) proportionate (c) reasonable and (c) bona
fide.

You confirm the gift/hospitality will not:

1) influence you to perform improperly your professional obligations; nor
2) reward you for the improper performance of your professional obligations.

If you cannot confirm the above then you should decline the gift/hospitality and consider
whether you need to make a bribery report instead.

DETAILS OF PROVIDER OF THE GIFT/HOSPITALITY

Name ….………………………………………
Aliases / Trading / Business Name………………………………………………..
Address …………………………………………………………………………….
………………………………………….. Telephone No. …….……

Are they a client of the firm? YES/NO (if yes then provide matter no: ……………….)

INFORMATION ON GIFT/HOSPITALITY

Details of the gift/hospitality

………………………………………………………………………………………………

………………………………………………………………………………………………

Other Comments …………………………………………………………………………

Reporter and Recipient of the gift/hospitality

Name ………………………………………. Dept …………… Extension …………

Signed ………………………………………….. Date ……………..

9
DIRECTOR USE
Date / time received …………………….…………..
Consent provided: YES/NO
Signed ……………………………………………

FORM B
BRIBERY SUSPICION REPORT (INTERNAL)
IMPORTANT If you suspect bribery was committed by an employee, client or associated
person of the firm then submit this report without delay to a director. Also telephone to
advise that a report is being made. Do not inform anyone else. It may be an offence to
disclose that this report has been made.

You should consider whether you also need to submit a money laundering report.

DETAILS OF CLIENT MATTER (if applicable)

Matter number ….………………………………………

CLIENT DETAILS (if client is under suspicion)

Name ….………………………………………
Aliases / Trading / Business Name………………………………………………..
Address …………………………………………………………………………….
………………………………………….. Telephone No. …….……

ASSOCIATED PERSON’S DETAILS (complete details of those under suspicion)

Name ….………………………………………
Aliases / Trading / Business Name………………………………………………..
Address …………………………………………………………………………….
………………………………………….. Telephone No. …….……

Evidence of identity of client / associated person attached: YES/NO (give details):

…………………………………………………………………………………………….…

Are you involved with the suspected bribe: YES/NO

INFORMATION/SUSPICION

Details of suspected Bribe

………………………………………………………………………………………………

………………………………………………………………………………………………

Reason for Suspicion (continue on separate sheet as necessary)

………………………………………………………………………………………………

………………………………………………………………………………………………

………………………………………………………………………………………………

10
Other Comments …………………………………………………………………………

REPORTER
Name ………………………………………. Dept …………… Extension …………

Signed ………………………………………….. Date ……………..

DIRECTOR USE
Date / time received …………………….…………..

11
 Bribery Act Compliance Policy Declaration

I hereby confirm that I have read and understood the Bribery Act Compliance Policy.

Signature: ………………………………………………………………….

Print name:………………………………………………………………..

Date: ...………………………………………………………………………

12