Policy Statement

It is our policy to conduct all of our business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery and corruption.

We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate. Overriding all, we are bound by UK laws, including the Bribery Act 2010, in respect of conduct in all countries.

The purpose of this policy is to:

1. set out our responsibilities, and of those working for us or with us, in observing and upholding our position on bribery and corruption; and
2. provide information and guidance to those working for us or with us on how to recognise and deal with bribery and corruption issues.

It is a criminal offence to offer, promise, give, request, or accept a bribe. Individuals found guilty can be punished by up to ten years' imprisonment and/or a fine. As an employer if we fail to prevent bribery we can face an unlimited fine, exclusion from tendering for public contracts, and damage to our reputation. Our legal responsibilities are therefore very serious.

Due to the nature of our business we are exposed to potential risks regarding corruption or bribery. To help mitigate these risks, we have produced this policy and undertake a number of checks and investigations prior to entering into any transaction.

In this policy, third party means any individual or organisation you come into contact with during the course of your work, and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, joint venture partners, consortium members, co-shareholders, contractors, subcontractors, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.

Who Must Comply With This Policy?

This policy applies to: (i) Lekela Advisors Limited (“Lekela”) and its affiliates (all together the “Lekela Group”); (ii) any other person acting for or on behalf of any affiliate within the Lekela Group including employees at all levels, directors, officers, agency workers, seconded workers, volunteers, interns, agents, certain contractors, external consultants, third-party representatives and business partners, sponsors, or any other person associated with us, wherever located (collectively referred to as workers in this policy); and (iii) any arrangement between a member of the Lekela Group and a third party.

In relation to any affiliates within the Lekela Group which are not controlled entities, representatives of the Lekela Group should use all reasonable efforts to ensure that the policy is presented to the board of directors and a recommendation given that the affiliate adopts it on substantially the same terms.

What Are Bribery and Corruption?

Bribery is offering, promising, giving or accepting any financial or other advantage, to induce the recipient or any other person to act improperly in the performance of their functions, or to reward them for acting improperly, or where the recipient would act improperly by accepting the advantage.

An advantage includes money, gifts, loans, fees, hospitality, services, discounts, the award of a contract or anything else of value.

A person acts improperly where they act illegally, unethically, contrary to an expectation of good faith or impartiality, in a manner differently than what would be reasonably expected of a person in that position, or where they abuse a position of trust. The improper acts may be in relation to any business or professional activities, public functions, acts in the course of employment, or other activities by or on behalf of any organisation of any kind.

Corruption is the abuse of entrusted power or position for a gain.

Examples:

1. Offering a bribe

You offer to pay for a potential project partner and his family to for a stay in a top hotel in London that extends to cover the week after a two-hour meeting, but only if they agree to do business with us.

This would be an offence as you are making the offer to gain a commercial and contractual advantage. We may also be found to have committed an offence because the offer has been made to obtain business for us. It may also be an offence for the potential project partner to accept your offer.

2. Receiving a bribe

A supplier gives your nephew a job, but makes it clear that in return they expect you to use your influence in our organisation to ensure we continue to do business with them.

It is an offence for a supplier to make such an offer.  It would be an offence for you to accept the offer as you would be doing so to gain a personal advantage.

3. Bribing a foreign official

You arrange for the business to pay an additional "facilitation" payment to a foreign official to speed up an administrative process, such as clearing goods through customs or issuing a permit or authorisation.

The offence of bribing a foreign public official is committed as soon as the offer is made. This is because it is made to gain a business advantage for us. We may also be found to have committed an offence.

What You Must Not Do

It is not acceptable for you (or someone on your behalf) to:

1. give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;
2. give or accept a gift or hospitality during any commercial negotiations or tender process, if this could be perceived as intended or likely to influence the outcome;
3. accept a payment, gift or hospitality from a third party that you know or suspect is offered with the expectation that it we will provide a business advantage for them or anyone else in return;
4. accept hospitality from a third party that is unduly lavish or extravagant under the circumstances;
5. offer or accept a gift to or from government officials or representatives, or politicians or political parties, without the prior written approval of the Head of Governance & Compliance;
6. threaten or retaliate against another worker who has refused to commit a bribery offence or who has raised concerns under this policy; or
7. engage in any other activity that might lead to a breach of this policy.

Procedure Before Entering into Agreements or Transactions

Each person considering entering into dealings, an agreement, a contract, a transaction or any other business relationship with a third party is responsible for ensuring that an appropriate procedure is followed to mitigate any risk of bribery or corruption.  A proportional approach is required to the potential risk having regard to the potential exposure to corruption and bribery.  For example, dealings with third parties who are rumoured to have political connections should be thoroughly investigated whereas low value contracts for a supply of menial services would require a lower degree of due diligence.   

The outline procedure in Schedule 2 of this policy should be followed as a basis to investigate the third party as applicable. However, each procedure will depend upon the particular circumstances, and further investigations, checks or discussions should be conducted if required by the Head of Governance & Compliance.

If it would be prudent and proportional given the risk of possible corruption or bribery, Integrity Questionnaires in the form set out in Schedule 3 (as applicable) are to be completed in conjunction with the outline procedure prescribed by paragraph 5.2 above.  Any queries as to whether an Integrity Questionnaire should be completed should be raised with the General Counsel and/or the Head of Governance & Compliance.  They should be completed by the person interacting directly with the relevant third party (e.g. business developers, purchasing coordinators etc.) and then sent to the General Counsel and the Head of Governance & Compliance for review.

Any identified “Red Flags” (examples of which are set out in Schedule 1) should be immediately notified to your Reporting Line Manager, the General Counsel and the Head of Governance & Compliance.

The Head of Governance & Compliance may request specific or further investigative due diligence is conducted which may include, without limitation, independent specialist market, country and sector analysis or background checks. 

No transaction with a third party can be concluded until the Head of Governance & Compliance is satisfied with the outcome of the due diligence.  It could be considered prudent to provide the third party with a copy of this policy and be asked to sign a form:

1. acknowledging receipt;
2. that it has been read and understood; and
3. that it agrees to conduct its own affairs in accordance with the ethos and principles set out in the policy,

even before formal arrangements are entered into that may include specific anti-corruption and bribery provisions.

Facilitation Payments and Kickbacks

We do not make, and will not accept, facilitation payments or "kickbacks" of any kind.

Facilitation payments, also known as "back-handers" or "grease payments", are typically small, unofficial payments made to secure or expedite a routine or necessary action (for example by a government official).

Kickbacks are typically payments made in return for a business favour or advantage.

All workers must avoid any activity that might lead to a facilitation payment or kickback being made or accepted by us or on our behalf, or that might suggest that such a payment will be made or accepted. If you are asked to make a payment on our behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt which details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these with your Reporting Line Manager, the General Counsel and the Head of Governance & Compliance.

Gifts, Hospitality and Expenses

This policy allows reasonable and appropriate hospitality or entertainment given to or received from third parties, for the purposes of:

1. establishing or maintaining good business relationships;
2. improving or maintaining our image or reputation; or
3. marketing or presenting our products and/or services effectively.

You should conduct a “self-test” and ask yourself the following questions to determine whether a gift or hospitality is appropriate:

1. Is the amount or value, monetary or otherwise, disproportionate or excessive?;
2. what is the context or purpose of the gift or hospitality?;
3. is the gift or hospitality proportionate? Would the guest or the recipient (as appropriate) be able or likely to purchase something of comparable value reasonably routinely?;
4. would a person of a similar position to yourself regard the gift or hospitality as unduly extravagant in the circumstances?; and 
5. would you be embarrassed if your manager, colleagues or anyone outside the Lekela Group became aware of the gift or hospitality?

The following will usually be acceptable without prior approval:

1. Infrequent meals with someone with whom we do business;
2. Occasional attendance at ordinary sports, theatre or other social events; and
3. Gifts of nominal value such as branded stationary.

For anything that does not fit comfortably pass the “self-test” set out in paragraphs 7.2 and 7.3, the gift or hospitality may or may not be acceptable. You must get approval from your Reporting Line Manager or if your Reporting Line Manager is not available, the Head of Governance & Compliance.  All incidents of corporate hospitality with a monetary value equal to or in excess of £50 should be registered with the Head of Governance & Compliance (or their nominee). 

Reimbursing a third party's expenses or accepting an offer to reimburse our expenses for a genuine business reason (for example, the costs of attending a business meeting) would not usually amount to bribery. However, a payment in excess of genuine and reasonable business expenses (such as the cost of an extended hotel stay) is not acceptable.

We appreciate that practice varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift, hospitality or payment is reasonable and justifiable and not designed to wrongfully influence. The intention behind it should always be considered. If you have any suspicions, concerns or queries regarding any gift or corporate hospitality offer, you should raise these with the Head of Governance & Compliance.

Donations

We do not make contributions to political parties.

We do not make charitable donations. No donation must be offered or made without the prior written approval of the Head of Governance & Compliance.

Your Responsibilities

You must ensure that you read, understand and comply with this policy.

The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for or on behalf of us, any of our project companies and any other entities within the Lekela Group. All workers are required to avoid any activity that might lead to, or suggest, a breach of this policy.

You must notify the Head of Governance & Compliance as soon as possible if you believe or suspect that a conflict with this policy has occurred or may occur in the future.  For example, if a client or potential partner offers you something to gain a business advantage with us or indicates to you that a gift or payment is required to secure their business. Further "red flags" that may indicate bribery or corruption are set out in Schedule 1.

Any employee who breaches this policy will face disciplinary action, which could result in dismissal for gross misconduct. We reserve our right to terminate our contractual relationship with any business or person if they breach this policy.

Record-Keeping

We must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.

You must declare and keep a written personal record of all hospitality or gifts given or received, which will be subject to managerial review.  In addition, all incidents of corporate hospitality with a monetary value equal to or in excess of £50 should be registered with the Head of Governance & Compliance (or their nominee).  

You must submit all expenses claims relating to hospitality, gifts or payments to third parties in accordance with our expenses policy and record the reason for expenditure.

All accounts, invoices, and other records relating to dealings with third parties including suppliers and customers should be prepared with strict accuracy and completeness. Accounts must not be kept "off-book" to facilitate or conceal improper payments.+

How to Raise a Concern

You are encouraged to raise concerns about any issue or suspicion of bribery or corruption at the earliest possible stage with your Reporting Line Manager, the General Counsel and/or the Head of Governance & Compliance as the case may be.

If you are offered a bribe, or are asked to make one, or if you believe or suspect that any bribery, corruption or other breach of this policy has occurred or may occur, you must notify your Reporting Line Manager and the Head of Governance & Compliance or as soon as possible.

You are also directed to the Speak Up Policy with respect to raising suspected wrongdoing or dangers at work. 

If you are unsure about whether a particular act constitutes bribery or corruption, raise it with the Head of Governance & Compliance.

Protection

Workers who refuse to accept or offer a bribe, or those who raise concerns or report another's wrongdoing, are sometimes worried about possible repercussions. We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.

We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place or may take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform the Head of Governance & Compliance immediately. If the matter is not remedied, and you are an employee, you should raise it formally using our grievance procedure.

Communication of This Policy

Our zero-tolerance approach to bribery and corruption must be communicated to all relevant third parties and workers at the outset of our business relationship with them and as appropriate thereafter.

Who is Responsible for the Development of the Policy?

All directors and senior management have overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it.

The Head of Governance & Compliance has primary and day-to-day responsibility for monitoring its use and effectiveness and dealing with any queries on its interpretation. Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it (at a minimum training will take place every 12 months, with the policy being signed annually by all parties).

Monitoring and Review

The Head of Governance & Compliance will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy and effectiveness. Any improvements identified will be made as soon as possible.  Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption.

All workers are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing.

Workers are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to your Reporting Line Manager and/or the Head of Governance & Compliance.