Anti-Bribery and Corruption Policy
This document should be read in conjunction with the Company’s Ethics Policy.
The Ethics Policy establishes the ethical standards of Galileo Connect Limited and underpins the behaviours we expect of everyone engaged by us when conducting business on our behalf. It is a statement of how we strive to ensure we maintain our reputation as a good corporate citizen. That policy reinforces our Vision & Philosophies and enables us to build and maintain the first class reputation that our customers, employees and suppliers are entitled to expect of us. Our ethical approach affects all areas of the Company. This Anti-Bribery and Corruption Policy and Procedure ("the Anti-Bribery Policy") forms part of our Ethics Policy and represents a commitment to doing what is right.
When working for the Company, you are agreeing and are obliged to:
- uphold this commitment;
- ensure you understand the requirements of Anti-Bribery Policy and the standards, instructions and associated compliance processes; and
- always follow them.
The Company expects its employees to demonstrate honesty, integrity and fairness in all aspects of their business dealings and exercise appropriate standards of professionalism and ethical conduct in all their activities. The Company expects the same approach to doing business from its business partners and suppliers.
Pursuant to this the Company will not tolerate bribery1 or corruption2 in any form and has a 'zero tolerance' approach to any breach of this policy.
This means that the Company and its employees will never seek, accept or give a bribe, facilitation payment, kickback or other improper payment. We must also always ensure that we operate with appropriate transparency in all our business dealings.
If you are in any doubt as to whether something is appropriate ask yourself how your fellow employees would view your conduct, or how you would feel if your conduct featured on the front page of a national newspaper. If you are in any doubt as to whether something is right ask a Company Director. If you are still uncomfortable or are concerned by the actions of others you can also use the confidential Whistleblowing helpline at 07850 223344 or e mail email@example.com. If you consider that it would be inappropriate to report the issue through a Director or have any concern about confidentiality.
We will take appropriate steps to ensure that:
- We do not, directly or indirectly, offer, promise, give, accept or demand a bribe or other undue advantage (including excessive gifts and hospitality) in order to obtain or retain business, or gain any other improper advantage.
- We do not offer, nor give in to demands, to make illicit or illegal payments to agents, public officials (at whatever level), or the employees of business partners or anybody else that we do business with.
- We engage and remunerate agents and other third parties only for legitimate services and adopt appropriate transparency in our approach.
- We promote employee awareness of, and compliance with, company policies against bribery and corruption through appropriate dissemination of our own procedures (including disciplinary procedures) policies and training programmes on induction and subsequently.
- We adopt management control systems that discourage bribery and corruption, and adopt financial and tax accounting and auditing practices that prevent the establishment of “off the books” secret accounts or the creation of documents which do not properly and fairly record the transactions to which they relate.
- We do not make illegal or inappropriate contributions to candidates for public office or to political parties or to other political organisations.
- We raise awareness of the need to combat bribery and corruption with our business partners by publication of this Policy and (where appropriate) relevant contractual provisions and support initiatives designed to reduce the risk of bribery and corruption.
Ian Charles Wright - April 2011
- Definition: The receiving/offering/giving/providing/requesting/accepting of a financial or other advantage, in order to seek to induce a person or to induce a person to give improper assistance in breach of their duty, or to otherwise influence someone with the underlying purpose of obtaining/retaining business, or an advantage in the course of business. "Bribery" for this purpose includes so-called "facilitation" or "grease" payments, defined as non-discretionary payments made to government or public officials to speed up routine administrative processes, even if such payments are nominal in amount.
- Definition: The misuse of entrusted power/breach of duty for personal gain
1) INTRODUCTION AND OBJECTIVES
- This Ethics Policy is supported by the Board of Galileo Connect Limited and shall be reviewed from time to time. The policy sets out standards of professionalism and integrity to be maintained by individuals in all the Company’s operations.
- Every employee in the Company has a right to expect the Company to maintain proper standards and in turn all employees have a duty to maintain these standards through their decisions, actions and communications. A heavier responsibility is borne by those who hold positions of authority. They must openly demonstrate leadership in applying the business practices outlined in this policy.
- This policy provides guidance on the way all staff are expected to conduct themselves operating with integrity, fairness and in compliance with the law and regulatory requirements as well as the Galileo Connect Vision and Philosophies (the “Vision”).
- Whilst the policy applies primarily to directors and senior managers in Company, it is also intended to apply to all employees of the business insofar as it is appropriate to their role.
- All agents, joint venture and other partners, sub-contractors and suppliers are expected to adhere to the principles of this policy in their dealings with the Company. It must therefore be brought to their attention in your dealings with them. They must write to confirm receipt of the Policy and adherence to it and agree to confirm on an annual basis that this Policy has in fact been followed in their dealings with us and on our behalf by 1st April each year.
- The Company expects all of its staff to operate with integrity and to high standards of ethical conduct when carrying out their duties on behalf of the Company.
- In particular they are expected to:-
- Behave honestly and fairly.
- Comply with all legal and regulatory requirements.
- Conduct themselves in a manner that will enhance the reputation of the Company.
- Treat others with respect.
- Safeguard the assets and property of the Company.
- Follow the Galileo Connect Vision & Philosophies.
- Staff must not:-
- Use their authority or office for personal gain.
- Recruit or promote employees other than on their ability.
- Take unfair advantage of others through dishonest, unethical or illegal practices.
- Knowingly make any false or misleading statements.
- Mis-appropriate the assets or property of the Company.
- Seek to comply only with the letter of the law, rule or Company policy whilst ignoring the spirit, where such actions are not in accordance with this Ethics Policy and the Vision.
- Vary from this Ethics Policy or any Company policy simply on the basis of “commercial necessity”.
- If in doubt as to your responsibilities please ask (see section 13 below).
- This policy provides general guidance on business ethics to all staff but should be read alongside other relevant Company policy statements and the express provisions of service contracts and contracts of employment.
- The provisions of the policy will be rigorously enforced and any infringements could result in disciplinary action being taken under formal procedures including in the most serious cases dismissal from the Company, a police referral for criminal prosecution and a claim for recovery of loss or damage.
- Any person suspected of any infringement of this policy will be afforded an opportunity to explain his or her actions before formal disciplinary procedures are implemented.
- All directors and senior managers should ensure that they are aware of the laws and regulatory requirements affecting their areas of operation and where necessary should seek advice from Directors. In particular all directors and senior managers should be aware of their responsibilities under the UKLA Listing Rules and the regulatory requirements and Company guidance relating to our core operations such as: Health and Safety, Competition Compliance, Property Mis-description, Anti-Bribery regulations, CML Disclosure of Incentives, Consumer Protection, Planning and Building Regulations.
- Directors and senior managers are responsible for ensuring their staff are familiarised with the contents of this Policy and other Company policies such as these detailed above.
- An 'open door' policy is encouraged throughout the Company so that, if necessary, any queries and concerns can be brought to the attention of management.
- 16.Managers should promptly report to a Director or Company Secretary any illegal or unethical behaviour of which they become aware. All matters of suspected fraud, theft or mis-appropriation.
- Whilst the Company would consider any director or senior manager to have a responsibility to disclose serious breaches of this policy, the Whistleblowing Policy provides access to the Chairman The Company will not tolerate reprisal or bullying of anyone who in good faith reports a serious breach of this or any other Company policy. All directors and senior managers are expected to co-operate fully in any internal investigation into illegal or unethical behaviour.
- Directors and senior managers must maintain the privacy of non-public confidential information entrusted to them by the Company, its customers or any other party with whom the Company conducts business. Specific categories of confidential information that should never be disclosed to persons outside the Company, except where disclosure is authorised or legally required would include:-
- Business operating information, business and marketing plans, volume data, pricing policies, contract terms, production technologies, customer and supplier data as well as personal data under the Data Protection Act.
- Unpublished financial results, sales details, budgets, bonusable targets and business initiatives under consideration falling within the normal definition of inside information.
- Confidential information should not be improperly collected, stored or distributed, lost or destroyed.
- Each director and senior manager owes a duty of care to the Company to avoid situations which may give rise to a conflict of interest. A conflict of interest occurs when the private interests or actions of an individual may interfere with the interests of the Company as a whole and make it difficult for an individual to perform his or her work objectively and effectively. Conflicts of interest may also arise where a director or senior manager or a member of his or her family received improper benefits or personal advantage as a result of his or her position in the Company. All such potential conflicts of interest must be notified to the individual’s immediate line manager or to the appropriate Company Board Director and/or the Company Company Secretary.
- All directors and senior managers must disclose any direct or indirect interest including shareholdings and family relationships in any competitor company, contractor, supplier, consultancy, Joint Venture or other partner or any other person or body working with or providing goods or services to the Company.
- It is particularly important that any director or senior manager engaged in purchasing activities or responsible for placing orders for work and services makes an annual declaration to their functional or divisional director of any material interests that they, their spouses or dependents have in suppliers, contractors, consultants or other third parties engaged by the Company. They should also disclose all corporate hospitality and/or gifts they received in the course of their duties having regard to the separate Company Policy on such matters.
- Directors and senior managers who have access to non-public information regarding the Company are not permitted to use or share that information for purposes of trading in Company shares or for any other purpose except the conduct of the Company’s business. All non-public information should be considered confidential information. To use non-public information for personal financial benefits or to advise those who might make an investment decision on the basis of that information is both unethical and is a criminal offence. Detailed guidance is contained in the Company’s Sharedealing Code.
- The Company’s financial records should be complete and accurate so that they reflect the true state of the business and disclose the true nature of disbursements and transactions. All the Company’s books, records, accounts and financial statements must be maintained in reasonable detail using standard Company systems; must appropriately reflect the Company’s transactions; must conform both to applicable legal requirements and generally accepted accounting principles and to existing systems of internal control.
- Corruption causes loss and damage, inhibits business growth, is harmful to the reputation of the business, and may result in criminal and civil liability and penalties for the Company and individuals.
- The Company and every related business prohibits its directors, managers, officers and employees , from engaging in any form of corruption in relation to its business and affairs.
- Anti-corruption action by individual organisations is unlikely on its own to reduce corruption in our sector to any significant extent. There must, in addition, be concerted and collaborative action by all stakeholders and the Company will support all national initiatives and will work with other stakeholders to reduce corruption in the sector.
- The Company’s Anti-Bribery Policy will deal on its issue with these matters in more detail.
- All donations, gifts and hospitality received by the Company and related businesses or its officers or employees must comply with the Company Policy on Receipt of Gifts and Hospitality.
- Each director and senior manager is accountable and responsible for ensuring compliance with Company financial and other policies, including this Ethics Policy, and where applicable, ensuring that adequate records are maintained to demonstrate compliance.
- All other Company Policies, including policies on staff purchases and discounts, hospitality, gifts and entertainment should be read in the light of and in conjunction with this Ethics Policy and Code of Conduct.
- If you have any questions about this policy apparent conflicts between the application of this policy and legal requirements and procedures, or your conduct or the conduct of others in a particular circumstance please contact your Director.