Adam Smith International Bribery & Corruption Policy October 2017
Bribery & Corruption Policy Last review date: 16 October 2017 Next review date: October 2018 Author: Approver: Who does this policy apply to: Legal & Compliance Audit Committee All ASI workers 1 1 This policy applies to all individuals working at all levels and grades, including senior managers, officers, directors, workers (whether permanent, fixed-term or temporary), consultants, contractors, trainees, seconded staff, homeworkers, casual workers and agency staff, volunteers, interns, agents, sponsors, or any other person associated with us, or any of our subsidiaries or their workers, wherever located (collectively referred to as workers in this policy). Adam Smith International 2
Contents List Bribery & Corruption Policy version control 2 Contents List 3 Bribery & Corruption 4 1. Introduction 4 2. What is Bribery? 5 3. Dealing with public officials 6 4. What can happen to individuals who violate this policy? 6 5. Record-keeping 7 6. How to report a violation of this policy 7 Policy Implementation 8 Training and Communication 8 Who Is Responsible for the Policy? 8 Monitoring and Review 8 Appendix 1 SafeCall Multilingual Support Contact Details 9 Adam Smith International 3
Bribery & Corruption Any concerns of bribery or corruption can be reported through our external whistleblowing provider, SafeCall, through any of the following mediums: Email: adamsmith@safecall.co.uk Web: www.safecall.co.uk/report Call: +44 191 516 7749 from anywhere in the world 1. Introduction 1.1. The Adam Smith International group of companies ( ASI ) has a zero tolerance of bribery and corruption. It is our policy to conduct all of our business in an honest and ethical manner. We 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. This policy extends to all ASI s business dealings and transactions in all countries in which it operates. 1.2. The purpose of this policy is (i) to set out ASI s responsibilities, as well as the responsibilities of our respective officers, directors, employees, agents, consultants, contractors, sub-contractors and anyone else who acts on behalf of ASI, in observing and upholding ASI s position on bribery and corruption to ensure compliance with Anti-Corruption Laws; and (ii) to provide information and guidance on how to recognise and deal with bribery and corruption issues. 1.3. Definitions Anti-Corruption Laws includes the Foreign Corrupt Practices Act 1977 ( FCPA ), the UK Bribery Act 2010 ( UKBA ), relevant European Union requirements, the OECD Guidelines for Multinational Enterprises, the International Chamber of Commerce Rules of Conduct to Combat Extortion and Bribery and all other applicable anti-bribery and anti-corruption treaties and laws, as may be introduced or amended from time to time. Public Official means: - Any officer or employee of a government or any department, agency or instrumentality thereof (which includes a government-owned or government-controlled state enterprise) or of a public international organisation (such as the United Nations). - Any person acting in any capacity for or on behalf of a government or government entity or of a public international organisation, any political party or party official or any candidate for political office (including, for example, consultants who hold government positions, employees of companies owned or controlled by governments, civil servants, administrative and judicial officers, political candidates and members of the military); - Any person who exercises a public function on behalf of any country or territory or for any public agency or public undertaking; and - Family members and close personal friends of any of the foregoing. Third Party means any individual or organisation you come into contact with during the course of your work for ASI, and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties. Adam Smith International 4
2. What is Bribery? 2.1. A bribe is the offering, promising, giving, accepting or soliciting of an advantage as an inducement for an action which is illegal or a breach of trust. ASI will not authorise or be a party to any illegal, unethical or improper payments or benefits in kind in circumstances where a Third Party could reasonably perceive that their purpose is to win or retain business, to influence business decisions, or to secure the improper performance of a recipient s duties. 2.2. Gifts and Hospitality Lavish gifts, entertainment or travel expenses, particularly where they are disproportionate, frequent or provided in the context of ongoing business negotiations can be used to influence or induce a person to act improperly, and therefore constitute a bribe. As a general rule ASI does not believe that giving and receiving gifts are appropriate to the efficient conduct of its business. ASI has a Gifts and Hospitality Policy which sets out ASI s position regarding gifts and hospitality in more detail. 2.3. Facilitation Payments As part of ASI s zero-tolerance approach to bribery and corruption, ASI prohibits the making of facilitation payments. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government action by a Public Official such as issuing permits, immigration controls, providing services or releasing goods held in customs. They are not commonly paid in the UK, but are common in some other jurisdictions in which we operate. It is also our policy that we work to ensure that our agents and other intermediaries, joint ventures and consortia, contractors and suppliers do not make facilitation payments on our behalf. If you have doubts about a payment and suspect that it might be considered a facilitation payment, only make the payment if the official or Third Party can provide a formal receipt or written confirmation of its legality. You should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. If practicable, obtain senior management approval for the payment. If the demand is accompanied by immediate threat of physical harm then put safety first, make the payment and report immediately to senior management and the Head of Legal and Compliance the circumstances and amount of the payment. 2.4. Kickbacks Kickbacks are typically payments made in return for a business favour or advantage. All workers must avoid any activity that might lead to, or suggest, that a facilitation payment will be made or accepted by us. 2.5. Political and Charitable Donations We do not make political contributions in any form whether to political parties, causes or to support individual candidates. We only make charitable donations that are legal and ethical under local laws and practices. No donation must be offered or made without the prior approval of the Head of Legal and Compliance. 2.6. Assessing suppliers, grantees, partners and consultants Please refer to the ASI Supply Chain Management Policy which sets out guidelines on due diligence steps to follow in assessing whether to enter into a particular supplier / grantee / partner / consultant relationship. Contracts with such persons should also include specific language addressing compliance with ASI s Bribery and Corruption Policy and Anti-Corruption Laws. It is critically important to carefully assess potential suppliers, grantees, partners and consultants because ASI can in certain circumstances be deemed responsible for their actions. Please consider the following red flags, which may indicate a higher risk of unethical behavior, prior to engaging any Third Party: Is the Third Party, especially if an agent or intermediary, requesting an unusually large commission? Is the Third Party requesting payment in cash, to a numbered or secret account or the account of a Third Party? Is the Third Party requesting payment in a country other than its country of residence or the territory in question, especially if it is a country with little banking transparency? Is the Third Party requesting reimbursement for extraordinary, ill-defined or last-minute expenses? Is the Third Party requesting a payment or gift for themselves or another? Adam Smith International 5
Is the Third Party refusing to disclose its owners, partners or principals? Does the Third Party want to keep normal commercial information secret? Is the Third Party using shell or holding companies that obscure ownership without credible explanation? Does the Third Party have a business that seems understaffed, ill-equipped or inconveniently located to support the proposed business arrangement? Is the Third Party insolvent or experiencing significant financial difficulties? Is the Third Party connected to public officials? Is the Third Party the subject of credible rumours or media reports of inappropriate payments, or other instances of bribery and corruption? If a red flag is identified or there are any concerns in connection with an Associated Person, this should be reported to your line manager of the Head of Legal & Compliance. Further steps will be taken by the line manager/head of Legal and Compliance as necessary. 3. Dealing with public officials 3.1. Given the nature of our sector and the types of projects we deliver, ASI workers may require to deal with government officials as part of programme delivery. 3.2. Whilst this may be an important and unavoidable part of programme delivery, particular care is required in relation to any dealings with governments, government agencies, or government owned or controlled businesses, particularly where a contract is already held with the relevant government or government entity and/or you are pitching for business from that government or government entity. 3.3. ASI prohibits the provision of money, gifts, entertainment or anything else of value to any government or public officials for the purpose of influencing such officials in order to obtain or retain business or a business or commercial advantage, or otherwise in relation to decisions that may be seen as beneficial to ASI s business interests. 3.4. Approval from the Legal and Compliance Department is required prior to offering a gift or hospitality to any government or public officials including in relation to hospitality to any government or public officials including in relation to: paying or reimbursing travel, hospitality or entertainment expenses (e.g. airfares, meals or hotel bills); making gifts; and making charitable contributions. 3.5. Anti-bribery legislation applies stricter standards to public sector corruption, and may therefore lead to greater fines and prison sentences. 4. What can happen to individuals who violate this policy? 4.1. Any employee who breaches this policy will be investigated by the Head of Legal and Compliance. The worker may face disciplinary action, which could result in dismissal for gross misconduct. In the event a violation is found to involve a criminal act, this could result in prosecution against the individual and/or entity by the appropriate government authorities. Under the UK Bribery Act 2010, criminal offences may be punishable for individuals by up to ten years imprisonment and if ASI is found to lack adequate procedures to prevent bribery and corruption by its workers or persons or entities acting on its behalf, the company could face an unlimited fine, be excluded from tendering for public contracts and face damage to our reputation. Adam Smith International 6
5. Record-keeping 5.1. We must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to Third Parties. 5.2. You must declare and keep a written record of all hospitality or gifts accepted or offered, which will be subject to managerial review. 5.3. You must ensure all expense claims relating to gifts and hospitality or expenses incurred to Third Parties are submitted in accordance with our expenses policy and specifically record the reason for the expenditure. 5.4. All accounts, invoices, memoranda and other documents and records relating to dealings with Third Parties should be prepared and maintained with strict accuracy and completeness. No accounts must be kept off-book to facilitate or conceal improper payments. 6. How to report a violation of this policy 6.1. ASI workers are encouraged to report any suspected wrongdoing in accordance with the ASI Whistleblowing Policy, at the earliest possible opportunity. 6.2. 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 encourage those working for ASI to report suspected wrongdoing as soon as possible in the knowledge that their concerns will be taken seriously, investigated as appropriate and that their confidentiality will be respected. 6.3. 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 HR Department or the Head of Legal and Compliance immediately. 6.4. 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 client indicates to you that a gift or payment is required to secure their business), you have a responsibility to raise your concerns immediately with someone who can deal with the situation. You can do this through your Line Manager, an Executive Director of the company or the HR Director. Alternatively, any concerns can be reported through our external partner, SafeCall, through any of the following mediums: Email: Web: Call: adamsmith@safecall.co.uk www.safecall.co.uk/report +44 191 516 7749 from anywhere in the world 6.5. Reports to SafeCall are confidential, secure and you may elect to remain anonymous even if you accidentally mention your name on the telephone. Calls to SafeCall are not recorded. SafeCall also offers multi-lingual support. See Appendix 1 for the telephone numbers to call if you require a language other than English. 6.6. In making a disclosure, you should make it clear you are making your disclosure within the terms of ASI s whistleblowing policy. This will ensure that the recipient of the disclosure realises this and takes the necessary action to protect your identity. Any such disclosure will be treated in the strictest confidence. Adam Smith International 7
Policy Implementation Training and Communication Training on this policy forms part of the induction process for all new workers. All existing workers will receive regular, relevant training on how to implement and adhere to this policy. Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate thereafter. Who Is Responsible for the Policy? The board of directors has 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 Legal and Compliance has primary and day-to-day responsibility for implementing this policy and 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. Monitoring and Review The Head of Legal and 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. Adam Smith International 8
Appendix 1 SAFECALL MULTI LINGUAL SUPPORT CONTACT DETAILS Country Telephone number Afghanistan +44 191 5167757 Australia 0011 800 72332255 Bangladesh +44 191 5167756 Ethiopia +44 191 5167764 Ghana +44 191 5167764 Jordan +44 191 5167756 Kenya +44 191 5167764 Liberia +44 191 5167764 Malawi +44 191 5167764 Mongolia +44 191 5167766 Myanmar +44 191 5167761 Nepal +44 191 5167761 New Zealand 00800 72332255 Nigeria +44 191 5167764 Pakistan 00800 90044036 Papua New Guinea +44 191 516 7754 Rwanda +44 191 5167764 Sierra Leone +44 191 5167764 Solomon Islands +44 191 516 7754 South Africa 00800 4488 20729 Tanzania +44 191 5167764 Timor-Leste +44 191 5167751 Tunisia +44 191 5167764 Turkey 00800 4488 20729 UAE 8000 4413376 Uganda +44 191 5167764 UK 0800 915 1571 USA 1 866 901 3295 Adam Smith International 9
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