Trogon Anti-Corruption & Bribery Policy
Trogon has zero tolerance to corruption and bribery
1. Anti-Corruption and Bribery Policy
1.1 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.
1.2 We will uphold all laws relevant to countering bribery and corruption throughout the world. However, we remain bound by the laws of the UK, including the Bribery Act 2010, in respect of our conduct both at home and abroad.
1.3 The purpose of this policy is to: (a) set out our responsibilities, and of those working for us, in observing and upholding our position on bribery and corruption; and (b) provide information and guidance to those working for us on how to recognise and deal with bribery and corruption issues.
1.4 Bribery and corruption are punishable for individuals by up to ten years’ imprisonment and if we are found to have taken part in corruption we could face an unlimited fine, be excluded from tendering for public contracts and face damage to our reputation. We therefore take our legal responsibilities very seriously.
1.5 We have identified that the following is a particular risk for our business: (a) Corporate hospitality and gifts: There is a risk that corporate hospitality, such as investor, customer or supplier entertainment, and the giving or receiving of gifts might be seen as bribery. Lavish hospitality or gifts must be avoided, both the giving and receiving.
1.6 To address those risks we have:
(a) Adopted this policy for the Group which sets out in detail how employees and other associated persons should behave from an anti-corruption point of view. This has been sent out to each member of staff and their specific opt-in is required. This forms part of every employee’s contract of employment and (b) introduced a requirement for each member of staff to record all corporate hospitality and gifts made or received by them (such record which will be subject to managerial review) and to also seek the prior written approval from the Board for corporate hospitality or gifts over the pre-defined limits set out in Appendix 1 of this policy.
1.7 In this policy, third party means any individual or organisation you come into contact with during the course of your work for us, and includes actual and potential investors, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.
2. Who is covered by the policy?
This policy applies to all individuals working at all levels and grades, including senior managers, officers, directors, employees (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 employees, wherever located (collectively referred to as workers in this policy).
3. What is bribery?
A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage.
4.Gifts and hospitality
4.1 This policy does not prohibit normal and appropriate hospitality (given and received) to or from third parties, subject to your compliance with the record-keeping obligations in relation to these (see paragraph 10 below) and the seeking of prior approval for corporate hospitality and gifts (both the giving and receiving of) over the limits set out in Appendix I.
4.2 The giving or receipt of gifts is not prohibited if the following requirements are met:
(a) it is not made with the intention of influencing a third party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits;
(b) it complies with local law;
(c) it is given in our name, not in your name;
(d) it does not include cash or a cash equivalent (such as gift certificates or vouchers); (e) it is appropriate in the circumstances. For example, in the UK it is customary for small gifts to be given at Christmas time;
(f) taking into account the reason for the gift, it is of an appropriate type and value and given at an appropriate time;
(g) it is given openly, not secretly; and
(h) gifts should not be offered to, or accepted from, government officials or representatives, or politicians or political parties, without the prior approval of the Board.
4.3 We appreciate that the practice of giving business gifts 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 or hospitality is reasonable and justifiable. The intention behind the gift should always be considered.
5. What is not acceptable?
5.1 It is not acceptable for you (or someone on your behalf) to:
(a) 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;
(b) give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to “facilitate” or expedite a routine procedure;
(c) accept payment from a third party that you know or suspect is offered with the expectation that it will obtain a business advantage for them;
(d) accept a gift or hospitality from a third party if you know or suspect that it is offered or provided with an expectation that a business advantage will be provided by us in return;
(e) threaten or retaliate against another worker who has refused to commit a bribery offence or who has raised concerns under this policy; or
(f) engage in any activity that might lead to a breach of this policy.
5.2 It is not acceptable to accept or give gifts or corporate hospitality which exceed the limits set out in Appendix I without seeking prior approval from the Board.
6. Facilitation Payments and Kick-backs
6.1 We do not make, and will not accept, facilitation payments or “kickbacks” of any kind. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government action by a government official. They are not commonly paid in the UK, but are common in some other jurisdictions.
6.2 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 the Company Secretary or the Managing Director.
6.3 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 or kickback will be made or accepted by us.
We do not make contributions to political parties. We only make charitable donations that are legal and ethical under local laws and practices. No donation on behalf of Trogon Limited must be offered or made without the prior approval from the Board.
8. Your Responsibilities
8.1You must ensure that you read, understand and comply with this policy.
8.2 The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. All workers are required to avoid any activity that might lead to, or suggest, a breach of this policy.
8.3 You must notify the Board 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, supplier or investor or potential client, supplier of investor 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 the Schedule.
8.4 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 other workers if they breach this policy.
9. Record Keeping
9.1 We must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.
9.2 You must declare and keep a written record of all hospitality or gifts accepted or offered, which will be subject to managerial review.
10. How to raise a concern
You are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage. If you are unsure whether a particular act constitutes bribery or corruption, or if you have any other queries, these should be raised with the Board.
11. What to do if you are a victim of bribery or corruption?
It is important that you tell the Board as soon as possible if you are offered a bribe by a third party, are asked to make one, suspect that this may happen in the future, or believe that you are a victim of another form of unlawful activity.
12.1 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.
12.2 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 Board immediately. If the matter is not remedied, and you are an employee, you should raise it formally using our Grievance Procedure, which can be found in the Employee Handbook.
13. Who is responsible for the policy?
13.1 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.
13.2 The Board also 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.
14. Monitoring and Review
14.1 The Managing Director will monitor the effectiveness and review the implementation of this policy and the Board will regularly consider its suitability, adequacy and effectiveness. Any improvements identified will be made as soon as possible.
14.2 All workers are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing.
14.3 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 the Company Secretary. Schedule Potential risk scenarios: “red flags” The following is a list of possible red flags that may arise during the course of you working for us and which may raise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only.
If you encounter any of these red flags while working for us, you must report them promptly to the Board:
(a) you become aware that a third party engages in, or has been accused of engaging in, improper business practices;
(b) you learn that a third party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a “special relationship” with foreign government officials;
(c) a third party insists on receiving a commission or fee payment before committing to sign up to a contract with us, or carrying out a government function or process for us;
(d) a third party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made,
(e) a third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business;
(f) a third party requests an unexpected additional fee or commission to “facilitate” a service;
(g) a third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;
(h) a third party requests that a payment is made to “overlook” potential legal violations;
(i) a third party requests that you provide employment or some other advantage to a friend or relative;
(j) you receive an invoice from a third party that appears to be non standard or customised;
(k) a third party insists on the use of side letters or refuses to put terms agreed in writing;
(l) you notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided;
(m) a third party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to us;
(n) you are offered an unusually generous gift or offered lavish hospitality by a third party.
APPENDIX I – PRE-APPROVAL LIMITS
It is not acceptable to give or accept gifts or corporate hospitality which have any of the characteristics set out below without seeking prior approval from the Board:
(a) Gifts which exceed £100 in value;
(b) Corporate hospitality which exceeds (or is expected to exceed if the cost is not known) £250 per person; – It may be difficult to ascertain the value of corporate hospitality received, therefore any hospitality which extends for longer than a period of one day (including one overnight stay if necessary) or includes compensated travel to a foreign country require prior approval; – Corporate hospitality which is extended to family members.
If you are in any doubt as to whether a gift or incidence of corporate hospitality requires pre-approval, please seek the advice of the Board.