Anti-Bribery Policy

From the Board of Directors

Bribery and corruption remain a major issue in world trade, despite the many dedicated efforts to prevent them. Our legal obligations are substantially greater since 1 July 2011 when the Bribery Act 2010 came into force in the UK. That Act affects us, as a UK company, if bribery occurs anywhere in our business.

Corruption and bribery are very damaging to the societies in which they occur. They divert money and other resources from those who need them most. They hinder economic and social development. They damage business, not least by increasing the cost of goods and services.

We run our business with integrity. Our staff work together to ensure that they remain untainted by bribery or corruption. This policy is the core of that effort. This policy has the full support of our Board, and our staff are committed to following it. We ask all our contacts to respect this policy in all dealings with TRI.

Introduction

This policy sets out the steps the TRI team must take to prevent bribery and corruption in our business and to comply with relevant legislation and TRI requirements.

What are bribery and corruption?

Corruption is the misuse of office or power for private gain. Bribery is a form of corruption. It means:

  • giving or receiving money, gifts, meals, entertainment or anything else of value;
  • as an inducement to a person to do something which is dishonest or illegal;
  • in the course of doing business.

In other words, bribery is designed to make a person act wrongly to secure an advantage for the giver.

Who can be involved in bribery and in what circumstances?

Bribery and corruption may be committed by:

  • our employees, officers or directors;
  • anyone they authorise to do things on their behalf;
  • our distributors, our representatives and other third parties who act on
  • our behalf;
  • our suppliers;
  • our customers (they might try to induce one of our people to give them more favourable terms).

Bribery can occur in both the public and private sectors. The person receiving the bribe is usually in a position to influence the award or the progress of business, often a government or other public official.

The legal position on bribery

Bribery and corruption are criminal offences in most countries where we do business. UK-incorporated companies, including ourselves, are subject to the Bribery Act 2010. Under the Act, it is illegal:

  •  to pay or offer to pay a bribe;
  • to receive or agree to receive a bribe;
  • to bribe a foreign public official;
  • for a commercial organisation, to fail to have adequate procedures in place to prevent bribery.

It does not matter whether the bribery occurs in the UK or abroad. A corrupt act committed abroad may well result in a prosecution in the UK. Nor does it matter whether the act is done directly or indirectly.

TRI’s position on bribery

Our position is simple. We conduct our business to the highest legal and ethical standards. We will not be party to corruption or bribery. Such acts damage our reputation and expose us, and our employees, to the risk of fines and imprisonment.

Bribery may be more widespread in some countries, and business sectors, than others. In some cases we may be told that unless we pay bribes we will not win business or be able to complete contracts. That does not matter. If we were to be involved in even one instance of bribery, we would have shown that we engage in such conduct. We do not.

Risks of not acting with integrity

Involvement in bribery or corruption carries many risks. Among them are:

  • a company which pays—or accepts—bribes is not in control of its business and is at risk of blackmail;
  • the UK Bribery Act is one of the widest-ranging pieces of legislation in
  • the field. It covers any corrupt act by a UK company (or by a foreign company trading here) wherever it occurs;
  • if the Company is found guilty of bribery—or even of failing to have adequate procedures in place to prevent bribery—it will be subject to large fines;
  • any person guilty of bribery will be subject to fines and/or imprisonment (up to 10 years under the Bribery Act);
  • a public exposure, or even allegation, of bribery would entail severe reputational damage.

Benefits of integrity

Equally, there are very clear benefits to acting with propriety. These include:

  • we increase our chances of being selected by a Brand Owner to manage exports on their behalf. The supply chain organisations of our Brand Owners cannot deal with us unless we have an effective anti-bribery programme in place;
  • we remain in good standing with our banks and our own suppliers and they will want to keep doing business with us;
  • a business with high ethical standards is a good place to work. It promotes clear communication and lets us act with confidence.

What are indicators of bribery?

Common indicators of corruption include those listed below. There may well be others. For example:

  • Payments are for abnormal amounts (e.g. commission), or made in an unusual way, e.g. what would normally be a single payments is made in stages, through a bank account never previously used, or in a currency or via a country which has no connection with the transaction;
  • Process is bypassed for approval or sign-off of terms or submission of tender documents, payments, or other commercial matters;
  • Individuals are secretive about certain matters or relationships and/or insist on dealing with them personally. They may make trips at short notice without explanation, or have a more lavish lifestyle than expected;
  • Decisions are taken for which there is no clear rationale;
  • Records are incomplete or missing.

Who is responsible for this policy

The Managing Director has overall responsibility for this policy. Managers have responsibility for it in their business units and territories. The Executive Team is responsible for ensuring that this policy is adhered to by all areas of the business.

Areas of specific risk

Certain areas of business are often at higher risk than others. These include:

Gifts and hospitality: Officers and employees of the Company must not solicit any gift or hospitality in the course of his/her employment.

Officers and employees must not offer or receive from any person or organization who has had, has or may have any influence over the business of TRI:

  • a personal or corporate gift to a value in excess of £100;
  • hospitality to a value in excess of £500.

These values apply to gifts or hospitality given or received in the UK. For values relevant to gifts or hospitality given or received in other countries please refer to your General Manager. The Company may exercise its discretion to permit gifts or hospitality which exceeds the threshold limits in this paragraph. This discretion may only be exercised by Managing Director.

Facilitation payments: These are also known as ‘grease’ payments.

Usually they are small amounts paid to officials to provide goods or services to which we are already entitled, e.g. speeding up the grant of a licence or permit, or delivering goods which we have ordered and paid for. In some cases they may be larger.

Facilitation payments are common in many countries, particularly those where public officials are poorly paid. We may be told that this is normal practice and that we will be disadvantaged unless we do the same. But such payments are illegal under the UK Bribery Act and in many other counties where we do business. Whatever their size, we do not offer or pay them. If staff or intermediaries are faced with a request, or a demand, for such a payment, they should contact a member of the Executive Team immediately.

Third parties: We use external parties like distributors to help us achieve our business objectives. Whilst that use is important, and in some cases essential, it can involve significant risks. It is therefore the subject of a separate Intermediaries Policy.

Political contributions: You should be aware that such contributions can be (or be seen as) bribes in disguise. We do not make donations to political parties.

Charitable donations: Bribes may even be disguised as charitable donations. Again, for that reason, donations we make are approved by resolution of the Board and recorded. Whilst individuals may of course make personal donations to charity, they should not do so on behalf of the Company without prior approval from the Managing Director.

Local Circumstances

We understand that different parts of the world have different social and cultural customs. This does not affect our stand that we do not pay or accept bribes or act corruptly: However, subject to that position, we understand the need to be sensitive to local customs. For example, there are cultures in which refusing (or even failing to offer) a gift is considered impolite, and could alienate a key contact. In such cases, staff will refer to a member of the Executive Team.

Exceptional circumstances

In some circumstances a payment is justifiable. If one of our people is faced with a threat to his or her personal safety or that of another person if a payment is not made, they should pay it without fear of recrimination. In such cases, however, the Managing Director 5

must be contacted as soon as possible, and the payment and the circumstances in which it was made must be fully documented and reported to the Managing Director and the

Executive Team within five working days. Consider carefully whether to involve the police. There may be cases where this will actually make the situation worse. If, on consideration, this appears to be the best course of action, always consult the Managing Director first.

Such cases will be rare. All our representatives visiting regions where they are more common should familiarise themselves, prior to travel, with current guidance relating to those countries. For general information on travelling to a particular country, please consult the latest information from the Foreign and Commonwealth Office.

Risk assessment

Risk in our business will vary by area. The Managing Director and the Executive Team are responsible for assessing the level of risk to which their area of the business is subject, and, with the approval of the Managing Director, putting in place any measures additional to those outlined in this policy they consider are required.

Records

It is essential that we keep full and accurate records of all our financial dealings. Transparency is vital; false or misleading records could be very damaging to us. Under money laundering regulations our accountants are obliged to report anything which appears to be irregular.

Monitoring

Everyone in the Company must observe this policy. It will count for nothing unless we do. An internal audit will be carried out by our finance team who will monitor it regularly to make sure it is being adhered to. In doing this they act in the interest of our business as a whole, and it is therefore the responsibility of all our staff to help them in this. The Executive Team will report regularly to the Managing Director concerning each department’s region compliance with this policy.

Your responsibility

Everyone in the Company is responsible:

  • for reading and knowing the contents of this policy;
  • for keeping full and accurate records of all cases where bribery is suspected;
  • for reporting cases where you know, or have a reasonable suspicion, that bribery has occurred or is likely to occur in our business.

What to do if you think something is wrong

Staff have a responsibility to speak out if they discover anything corrupt or otherwise improper occurring in relation to our business. We cannot maintain our integrity unless we do that. If we discover or suspect corruption, whether:

  • by another staff member;
  • by a third party who represents us;
  • by one of our suppliers or competitors;
  • or by anyone else—perhaps even a customer seeking to get better terms from us,

it should be reported it to a line manager and the Executive Team as soon as possible. We will investigate all allegations of corruption immediately.

Conclusion

We take this Policy very seriously. Our reputation comes from the way we act. Anyone who pays bribes on our behalf will be subject to disciplinary action. Equally, we will not penalise someone who loses business through not paying a bribe.

If in doubt about anything in this policy, do not hesitate to contact: the Executive Team or the Managing Director.

Intermediaries Policy

From the Board of Directors

We run our business with integrity. All of us must work together to ensure that they remain untainted by bribery or corruption. This policy is integral to that effort and we are all, the board and all employees of the Company bound by it.

This policy covers the use of intermediaries which includes our customers, both distributors and retailers. It also includes consultants, advisors, lawyers, agents, suppliers or other third parties, who assist with our business. In addition to complying with all applicable Company policies and procedures, this policy sets out the due diligence steps required before and during the engagement of an intermediary to ensure that the use of such an intermediary does not improperly affect the outcome of procurement, application or any other business transaction.

Intermediaries Due Diligence Procedures:

Existing Customers

All customers will be sent the terms and conditions and must acknowledge receipt.

A risk assessment will be carried out on all customers once every 2 years and an ‘Anti- Bribery Policy Risk Assessment Form’ completed. This will identify the risk level (based on the corruption perceptions index) and should include an internet search for any evidence of bribery connected to the customer. If this highlights any areas of concern they will be brought to the attention of the Managing Director and appropriate action agreed to protect the company.

New Customers

All new customers should complete a ‘Trading Account Application Form’.

This includes a request for references and a signature to say Terms and Conditions have been received and understood.

The risk assessment process should be carried out immediately, before any shipments are made and should include contacting references to ask about the customers trading record and credit record.

Other Intermediaries

The manager appointing the intermediary should complete an ‘Anti-Bribery Policy Risk Assessment Form – Non Trading’. This enquiry should be supplemented with local or web based research to ensure that the intermediary has not been involved in bribery.

There must be a clear written agreement defining the service which the intermediary is to provide e.g. a quotation. This must include confirmation that the intermediary will comply with our policy prohibiting bribery.

All Intermediaries

We require that checks are made to ensure that the intermediary is not personally connected to a customer of ours and is not otherwise able to improperly influence a customer’s purchasing decisions.

References must be obtained from another reputable source, ideally a company with whom the intermediary has previously done business.

The name and principal business address should be recorded as well as all company details. The reasons why the intermediary has been engaged should be recorded and specific details obtained where the service to be provided is not that which is provided in the ordinary course of that intermediary’s business. Further enquiries should be made and recorded where the principal address is not in the same country as the project or business or where it is located in a tax haven.

If any licences or fees are required in order to carry out the business which the intermediary is engaged to carry out, the details of these fees should be obtained from the department or officer responsible and recorded. An official receipt should be obtained and retained.

We must make enquiries as to the payment terms of all intermediaries. In particular, if payment is not made direct but to a nominated third party or numbered bank account then further details must be obtained and recorded. 8

We must consider whether fees and any other benefits to be paid to the intermediary are reasonable in respect of the scope of the work. The reasons for the fees settled upon must be recorded.

During the engagement of an intermediary we must retain documentary evidence of specific introductions the intermediary makes and related assistance provided.

The company will review the engagement of each intermediary on a periodic basis to confirm that they continue to provide legitimate value to the business.

We require that the results of all these investigations and consequent assessment and decisions be recorded and maintained so that they can be monitored and reviewed.

If at any time we become suspicious of an intermediary’s background, behaviour or demands, this will be reported to a line manager and to the Finance Director as soon as possible. This can be done anonymously.

The Company will investigate all allegations immediately and thoroughly and properly end the relationship with the intermediary if it is warranted.

All these due diligence steps and precautions are crucial particularly when hiring or working with an intermediary in a country where corruption is known.