Anti-Bribery Policy

July 2016

Sambro International LTD

SAMBRO International Limited (the “Company”) is committed to conducting its business affairs so as to ensure that it does not engage in or facilitate any form of corruption. At SAMBRO it is our policy to conduct our business in an open, honest and transparent way. We do not condone the use of corrupt practices or acts of bribery to obtain an unfair advantage. We must always adhere to the highest ethical standards.

A bribe is defined as “a financial or other advantage offered or requested with the intention of inducing or rewarding mproper performance of a relevant function or activity”. It also applies where you “know or believe that acceptance would constitute improper performance of a function or activity”. We define corruption as the abuse of power, authority, or position in return for some personal advantage.

 The aim of this policy is to: Outline the expected standards of behaviour in relation to bribery and corruption.
● Provide guidance on the giving and receiving of gifts and hospitality.
● Provide guidance on how to report suspected bribery, corruption or suspect behaviour.

GUIDELINES
1. Standards of Behaviour
You should never:
● Offer or pay bribes
● Solicit or receive bribes
● Make payments to or offer gifts to any public official in order to obtain a business advantage

For your reference, a bribe is where someone offers, gives or agrees to give to another person any gift or value of any kind as an inducement or reward for doing something improperly or not doing something properly.

This policy cannot cover every possible situation that may arise when conducting business activities around the world. Each employee must use common sense in identifying activity that may violate this policy. The policy is intended to help you make the right choices when you are called upon to do so. However, when in doubt guidance can be sought from the Company Directors and HR.

2. Hospitality and Gifts
Gifts and hospitality come in many different guises and this policy is not able to provide an exhaustive list, however as a guide, it refers to gifts such as monetary payments, presents, and hospitality such as meals, hotels and travel, and invitations to events. Bona fide hospitality and promotional, or other business expenditure which seeks to improve the image of a commercial organisation, better to present products and services, or establish cordial relations, is recognised as an established and important part of doing business and it is not the intention of the Act to criminalise such behaviour.

What is allowed?
Offering or receiving hospitality and entertainment from third parties is allowed under this policy provided that, it is appropriate and reasonable in the circumstances and the purpose is to: 
● build or maintain business relationships 
● enhance or maintain the Company’s reputation 
● help market the Company’s products and services more effectively.

You may also give and accept gifts, but only if you observe the following conditions: 
● you have your manager’s prior approval in every case 
● you are not giving or receiving the gift in a bid to influence a business decision 
● you are not giving or receiving the gift as a reward for new business or retaining existing business 
● you are not giving or receiving the gift in return for any other benefits or favours 
● you are giving the gift on behalf of the Company and not in your own name 
● you are not giving cash or any kind of cash equivalent, such as vouchers 
● your gift is appropriate for the context — e.g., a small gift offered at Christmas 
● your gift is not given in secret 
● your action complies with local laws.

You can reimburse a third party for business-related expenses — the costs of attending a meeting, for example — and you can also accept a third party’s offer to pay your expenses. Although this does not normally constitute bribery, any payment made or received that exceeds reasonable or genuine business expenses is not acceptable. An example would be payment for an extended stay in a hotel before or after business had been concluded.

However, employees should comply with the following:
Never accept, or give gifts of money. Generally, gifts are not to be accepted from suppliers by individuals, other than small items such as umbrellas, pens and diaries that carry a company logo. All suppliers should be informed of our policy and they should know that any gifts received, say at Christmas, will be used in a raffle for charity and not go to any individual.

Any gift should be delivered to a work location, and you should not send or receive gifts to a home address.

Report immediately any offer of gifts, favours or hospitality of unusual or questionable nature to your Line Manager.

Gifts to a public official, including foreign public officials are expressly prohibited.

In certain cases, the giving and receiving of small gifts is part of doing business in some cultures (e.g. Japan). It is polite to receive such gifts as long as they are of modest value and are approved by line directors.

For certain roles it is appropriate to have meals with a supplier or be entertained by a supplier (e.g. when on a foreign trip or at an exhibition). These should be infrequent and we should look to settle the bill 50% of the time. When more than one employee is involved and the company is paying, the most senior employee should pay.

From time to time samples may be received. These may not become the personal property of any individual other than through a properly organised sample sale. Where it is appropriate to an individual’s job (e.g. a buyer) to receive samples then the line director’s approval is required if the samples are retained by the individual

Meals and entertainment (including sporting/music events are acceptable if they are) incidental to (a) a business- related event(s) b) reasonable in value c) given in good faith d) permitted under local laws and customs and e) offered infrequently. When accepting or giving a gift or hospitality, you should consider the intention that accompanies it. If this is, or could be construed to influence improper behaviour then it is likely to amount to a bribe.

In cases where the meal/entertainment could be potentially construed as amounting to a bribe then this should be reported to and logged on the Gifts and Hospitality Register maintained by the Financial Controller.

3. Facilitation Payments
These are payments made to facilitate or speed up transactions. These are regarded as bribes and should not be paid in any circumstances.

4. Intermediaries/Associated Parties
The Company’s aim is for all procurement Terms and Conditions to include reference to compliance with Bribery and Corruption legislation. When using Third party contracts these should be carefully negotiated and agreed in accordance with the company policy on Bribery & Corruption to ensure the company engages with partners who have the relevant skills and integrity to carry on business with SAMBRO.

5. Reporting of Concerns
If you are, or you know of someone who is faced with bribery or corruption or you have genuine concerns about inappropriate conduct in matters of bribery and corruption, you have a number of routes available to you to escalate your concerns.

You should choose the most appropriate route to report your concerns. This includes;
● Your Line Manager
● Your Line Manager’s Manager
● HR Manager
● The Finance Director
● The CEO

Concerns surrounding inappropriate conduct in matters of bribery and corruption, financial reporting, acts of dishonesty or any other malpractices will be investigated and dealt with in line with the Whistle Blowing Policy, and/or Disciplinary Policy.

Line Managers have a responsibility to escalate claims or concerns of the nature outlined above.

6. Accountability and Compliance
All suspected breaches of this policy will be fully investigated, and this may lead to disciplinary action being taken, up to and including dismissal.

7. Monitoring and Review
You must keep written records of any gifts or hospitality you have been given or received, and declare these. All associated expenses claims must give full details of the reason for the expenditure and be submitted to the Company using the process laid out in our expenses policy.

Invoices and other records relating to third-party dealings, including those with customers and suppliers, must be accurate and complete. You must never maintain  off-book’ accounts to conceal or facilitate payments of any kind.

It is the responsibility of the Finance Director to monitor compliance with this policy and to assess the Company’s risk annually and will be reviewed on an annual basis by the Board of Directors.