# The Order — Anti‑Bribery & Anti‑Corruption Policy **Owner:** Chief Compliance Officer (CCO) **Approved by:** Board of Directors **Effective:** [insert date] **Applies to:** All directors, officers, employees, temporary staff, and anyone acting on behalf of the Order (consultants, agents, distributors, intermediaries, JV partners, and subsidiaries—collectively, "Associated Persons"). UK law treats anyone "performing services for or on behalf of" the organization as an associated person. ([UK Legislation][1]) ## 1) Policy statement (tone from the top) The Order has **zero tolerance** for bribery or corruption in any form. No one may directly or indirectly offer, promise, give, request, agree to receive, or accept **anything of value** to improperly influence any act or decision or to secure an improper advantage. This policy applies worldwide, without exception. ## 2) Purpose & legal framework this policy is designed to satisfy * **UK Bribery Act 2010 (UKBA)** — creates four offenses: (1) bribing, (2) being bribed, (3) bribing a foreign public official, and (4) **failure of a commercial organisation to prevent bribery** by associated persons. Corporate liability for (4) is strict unless the organization proves **adequate procedures** based on six principles (proportionate procedures; top‑level commitment; risk assessment; due diligence; communication/training; monitoring & review). Facilitation (grease) payments are **not exempt** under UKBA. Penalties include up to **10 years' imprisonment** for individuals and **unlimited fines** for organizations. ([GOV.UK][2]) * **U.S. Foreign Corrupt Practices Act (FCPA)** — two pillars: **anti‑bribery** (prohibits corrupt payments to foreign officials to obtain/retain business) and **accounting provisions** (books‑and‑records + internal controls for SEC issuers). The FCPA recognizes a *narrow* exception for facilitating payments for routine governmental action and affirmative defenses for bona fide, directly related promotional/contract expenses—**but local law may still prohibit them** (and UKBA does). Penalties include criminal fines and imprisonment (with alternative fines up to 2x gain/loss). ([SEC][3]) * **Global benchmarks** — UNCAC (comprehensive treaty) and OECD Good Practice Guidance inform best‑practice programs (risk‑based controls, due diligence, training, monitoring). ([UNODC][4]) ## 3) Key definitions * **Public/Government Official**: Any officer/employee of a government, state‑owned/controlled entity, public international organization; any person acting in an official capacity; candidates/party officials. (See UKBA s.6 and FCPA guidance.) ([UK Legislation][5]) * **Anything of value**: Cash, gifts, hospitality, travel, per diems, favors, internships, donations, sponsorships, discounts, in‑kind support, or other benefits. ([Department of Justice][6]) * **Associated Person**: Anyone performing services for or on behalf of the Order (employees, agents, subsidiaries, certain JV partners). ([UK Legislation][1]) * **Facilitation (grease) payment**: A small payment to expedite routine, non‑discretionary action by a public official. Strictly prohibited by this policy (even though FCPA provides a narrow exception). ([GOV.UK][2]) ## 4) Prohibited conduct * Bribery in any form (offering, giving, requesting, accepting). * **Facilitation payments** worldwide (safety‑of‑life exception below). ([GOV.UK][2]) * Off‑book accounts, false invoices, mis‑recording, or other books‑and‑records violations. (Issuers must keep accurate books and maintain internal controls.) ([Legal Information Institute][7]) * Indirect bribery via third parties, charitable or political donations, sponsorships, or community investments. ([GOV.UK][2]) ## 5) Gifts, hospitality & expenses (G&E) **Principle:** modest, infrequent, transparent, **never** to influence or appear to influence a decision. UK guidance emphasizes "reasonable and proportionate." ([GOV.UK][2]) **Global baseline rules (the Order may set stricter local limits in country addenda):** * **Cash or cash equivalents (gift cards, vouchers):** Prohibited. * **Public officials:** No gifts; modest refreshments or logo items of **nominal** value only, **with written Compliance pre‑approval** for any hospitality/expenses. ([GOV.UK][2]) * **Private‑sector counterparts:** Up to **US$100/£80** per person per event, **US$200/£160 annual aggregate** with the same person; **pre‑approval** above these limits. (These are policy thresholds, not legal thresholds.) * **Travel/hosting** of public officials: allowed **only** if (a) directly related to product demos, training, or contract execution; (b) economy class; (c) itineraries/agendas documented; (d) pay vendors directly (no per‑diems/cash); (e) **no family/side trips**; and (f) **Compliance pre‑approval**. (This aligns with the FCPA "reasonable and bona fide" defense.) ([SEC][3]) * **Registers & documentation:** All G&E must be logged in the **G&E Register** with purpose, attendees, value, approvals, and receipts. ## 6) Facilitation payments & safety exception * **Absolute ban** on facilitation payments worldwide to satisfy UKBA and OECD expectations. ([GOV.UK][2]) * **Imminent threat to health/safety:** If a payment is extorted to remove an immediate threat to health or safety, the employee must comply to stay safe, **then report within 24 hours** to Compliance and record fully (amount, recipient, circumstances). (Note: FCPA's exception is narrow; relying on it is discouraged and may breach local law.) ([Department of Justice][8]) ## 7) Charitable & political contributions; sponsorships; community investments * **Prohibited** where intended to influence a decision or requested by/for the benefit of a public official. * All such payments require **due diligence** (recipient identity/beneficial owners, link to any official, purpose, need), **written agreement**, and **public disclosure** where feasible. * **Corporate political contributions** are **prohibited** unless expressly permitted by law and approved by Legal/Compliance in writing. ([GOV.UK][2]) ## 8) Conflicts of interest Employees must disclose personal, financial, or family interests that could influence business decisions. Compliance will determine mitigation (recusal, divestment, or reassignment). ## 9) Third‑party management (agents, distributors, customs brokers, consultants, lobbyists, JV partners) Because organizations are liable for **associated persons**, the Order applies a **risk‑based lifecycle**: screening → due diligence → contracting → training → controls → monitoring → renewal/termination. ([UK Legislation][1]) **Minimum requirements** * **Risk rating** (country, sector, role, government touchpoints, compensation type). * **Due diligence**: identity & beneficial ownership, sanctions/adverse media checks, references; when high‑risk, enhanced checks and in‑person interviews. * **Contractual protections**: ABAC reps/warranties, audit rights, books‑and‑records clause, right to terminate for breach, **no success‑based commissions** in government‑facing roles without CCO approval. * **Payment controls**: pay only against detailed, verifiable invoices; no cash; bank accounts in the name/country of performance; split‑invoicing prohibited. * **Ongoing oversight**: performance reviews, spot audits, certifications, and targeted training. ## 10) Books, records & internal controls * All transactions must be recorded **accurately and in reasonable detail**; no off‑book accounts; maintain **internal accounting controls** appropriate to the risks. (For SEC issuers, these are statutory obligations under Exchange Act §13(b)(2)(A)–(B).) ([Legal Information Institute][7]) * **Controls to enforce this policy** include: multi‑level approvals; segregation of duties; vendor onboarding checks; G&E and donations registers; data analytics for red‑flag detection; periodic internal audit testing. (These align with DOJ expectations for effective compliance programs.) ([Department of Justice][9]) ## 11) Training & communications * **Mandatory onboarding** within 30 days; **annual refresher** thereafter. * **Enhanced training** for high‑risk roles (sales, procurement, government relations, logistics, finance) and for high‑risk third parties. * Track completions and comprehension; repeat until passed. (DOJ ECCP looks at design, implementation, and effectiveness.) ([Department of Justice][9]) ## 12) Speak‑up, reporting & non‑retaliation * Report concerns to **[hotline / email / portal]**. Anonymous reports are permitted where lawful. * The Order prohibits **retaliation** against anyone who raises a concern in good faith. All reports are assessed promptly and investigated under Legal/Compliance oversight; confidentiality is protected consistent with law and due process. ## 13) Investigations & discipline * Employees must cooperate with internal investigations. Obstruction, destruction of records, or false statements are policy violations (and may breach law). * Violations may result in disciplinary action up to termination, termination of third‑party relationships, disclosure to authorities, restitution, and other remedies permitted by law. (UKBA and FCPA impose serious criminal/civil penalties.) ([UK Legislation][10]) ## 14) Mergers, acquisitions & joint ventures * **Pre‑acquisition due diligence** for bribery/corruption risks; **contractual protections**; **100‑day integration** (policy roll‑out, training, controls, remediation, and audit) after closing. (OECD/DOJ emphasize risk‑based M&A diligence and post‑deal integration.) ([Department of Justice][11]) ## 15) Governance, monitoring & review * **CCO** owns this policy, reports at least **quarterly** to the Audit/Compliance Committee. * **Annual risk assessment** and **program review**, including testing of controls and improvements based on incident learnings. (Consistent with UK MoJ Principle 6 and DOJ ECCP.) ([GOV.UK][12]) ## 16) Exceptions No exceptions to this policy except the **safety‑of‑life** scenario described above; any such exception must be reported immediately and documented. --- ## Quick‑use appendices ### Appendix A — Gifts/Hospitality quick matrix | Scenario | Allowed? | Pre‑approval | Documentation | | ------------------------------------------------------------- | ----------------------------------------------------------------------------- | ----------------------------------- | --------------------------------------- | | Coffee/working meal with private‑sector customer (