Introduction
The Restore plc group (“Restore” or the “Group”) is a provider of high-quality services across a number of different business sectors. In delivering our services, we engage with customers, suppliers, and other stakeholders. Corrupt business activities, whether real or perceived, can be a criminal offence and can rapidly erode trust and fracture our relationships, both internal and with our suppliers, customers and investors. Restore has a zero-tolerance policy towards bribery and corruption and is committed to acting fairly and with integrity in all of its business dealings.
Purpose and Scope of Policy
This Policy sets out the Group’s position on any form of bribery and corruption and provides guidelines aimed at:
- ensuring compliance with anti-bribery and anti-corruption laws, rules and regulations, including, but not limited to, the Bribery Act 2010 (the “Act”) and ensuring that no bribes or other corrupt payments, inducements or collusive arrangements are made, offered, sought or obtained by the Group or anyone working on its behalf;
- enabling employees and persons associated with the Group to understand the risks associated with bribery and to encourage them to be vigilant and recognise, prevent and report any wrongdoing, whether by themselves or others;
- providing suitable communication channels and ensuring that any information that is reported is properly and effectively dealt with; and
- creating and maintaining a framework for dealing with any suspected instances of bribery or
This Policy applies to all permanent and temporary employees of the Group and should be read in conjunction with the Restore Speak Up Policy and Code of Conduct. It also applies to any associated individual or corporate entity that performs functions in relation to, or for and on behalf of, the Group, including, but not limited to, directors, agency workers, casual workers, contractors, consultants, seconded staff, agents, suppliers and sponsors (“associated persons”).
Bribery and Corruption – Definitions
A bribe is an inducement or reward offered, promised, or provided in order to gain any commercial, contractual, regulatory, or personal advantage. In the UK it is an offence to:
- offer, promise or give a financial or other advantage to another person whether within the UK or abroad, with the intention of inducing or rewarding improper conduct;
- request, agree to receive, or accept a financial or other advantage for or in relation to improper conduct;
- bribe a foreign public official.
Foreign public official means an individual who:
- holds a legislative, administrative, or judicial position of any kind, whether appointed or elected, of a country or territory outside the UK (or any subdivision of such a country or territory);
- exercises a public function:
- for or on behalf of a country or territory outside the UK (or any subdivision of such a country or territory); or
- for any public agency or public enterprise of that country or territory (or subdivision); or
- is an official or agent of a public international organisation.
Corruption is the abuse of entrusted power or position for private gain.
A Facilitation Payment (also known as a ‘back-hander’) is a financial payment that may constitute a ’bribe’ and is made with the intention of expediting an administrative process. It is a payment made to a public or government official that acts as an incentive for the official to complete some action or process expeditiously, to the benefit of the party making the payment. Facilitation payments are not common in the UK, but are common in some overseas jurisdictions.
Bribery and Corruption – Examples
Some examples are set out below:
Offering a bribe: A Group employee offers a potential client tickets to a major sporting event, but only if they agree to do business with Restore. The employee commits an offence here as the offer is made in order to gain a commercial and contractual advantage. Restore may also be found to have committed an offence because the offer has been made to obtain business for the Group. It may also be an offence for the potential client to accept your offer.
Receiving a bribe: A supplier gives a Restore employee’s nephew a job, but makes it clear that in return they expect the Restore employee to use their influence to ensure that Restore continues to do business with them. It is an offence for a supplier to make such an offer. It would be an offence for the Restore employee to accept the offer as to do so would be to gain a personal advantage.
Bribing a foreign official: A Restore employee arranges for the business to pay an additional “facilitation payment” to a foreign official to speed up an administrative process, such as clearing Restore’s goods through customs. 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 Restore. Restore may also be found to have committed an offence.
What you must do/not do
It is not acceptable for you (or someone on your behalf) to:
- 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;
- 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;
- accept a payment, gift or hospitality from a third party that you know or suspect is offered with the expectation that it will provide a business advantage for them or anyone else in return;
- offer or accept a gift to or from government officials or representatives, or politicians or political parties;
- threaten or retaliate against another individual who has refused to commit a bribery offence or who has raised concerns under this Policy;
- make or accept facilitation payments or ‘kickbacks’ of any kind; or
- engage in any other activity that might lead to a breach of this Policy.
You must:
- be aware of and alert at all times to all bribery risks;
- exercise appropriate diligence at all times when dealing with third parties on behalf of the Group; and
- report any and all concerns to your line manager or in accordance with the Restore Speak Up Policy which is available on Circle for employees and, for associated persons, is also available on the Restore website (restoreplc.com).
The Group will support anyone who raises genuine concerns in good faith under this Policy, even if they turn out to be mistaken. It is also committed to ensuring that 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 offence has taken place or may take place in the future.
Gifts & Hospitality (applicable to directors, employees and other staff of the Group)
It is common business practice to give and receive gifts and hospitality, particularly when cementing a new business relationship. Overly elaborate or expensive gifts can, however, impair or influence decision making. Special care must therefore be taken to ensure transparency and to avoid even the impression of bribery, influence, or a conflict of interest. Our policy guidelines are:
- all gifts received, regardless of value, must be declared in the Gifts and Hospitality Register available on Circle ‘The Hub’ or through the link here;
- hospitality received with a value above £100 must be approved by the relevant Business Unit MD. Hospitality below £100 in value does not require MD approval but must be declared; and
- all offered Restore marketing promotional materials with a value of more than £50 are to be pre-approved by the Managing Director.
If you are in doubt as to whether to accept a gift, the best course of action is to politely refuse.
Donations
It is Restore’s policy not to make contributions to political parties.
We only make charitable donations that are legal and ethical under local laws and practices.
Record Keeping
Restore will keep detailed and accurate financial records in the Group Gifts and Hospitality Register held centrally by the Company Secretary. The Group will have appropriate internal controls in place to act as evidence for all payments made. We will declare and keep a written record of the amount and reason for hospitality or gifts accepted and given, and understand that gifts and acts of hospitality are subject to managerial review.
Communication
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.
Breaches of this Policy
Any employee who breaches this Policy will face disciplinary action, which could result in dismissal for misconduct or gross misconduct.
As far as associated persons are concerned, a breach of this Policy could lead to the suspension or termination of any relevant contract, sub-contract or other agreement.
In addition, there may be criminal penalties under the Act which may result in a fine and/or imprisonment for up to 10 years.
Monitoring Compliance
The Company’s Directors have the lead responsibility for ensuring compliance with this Policy and will review its contents when appropriate.