Global Anti-bribery and Corruption Policy

1. Zero Tolerance

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 and corruption.

1.2 We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate. However, we remain bound by UK laws, including the Bribery Act 2010, in respect of our conduct both at home and abroad.

1.3 Any employee who breaches this policy will face disciplinary action, which could result in dismissal for misconduct or gross misconduct.

1.4 We may terminate our relationship with other individuals and organisations working on our behalf if they breach this policy.

2. Who must comply with this Policy?

2.1 This policy applies to all CFO Centre Group staff and business partners including: employees; officers; consultants; contractors; casual workers; agency workers; interns; volunteers; students; suppliers; visitors to any CFO Centre site and third parties who provide services for and on behalf of the CFO Centre (including Principals, Regional Partners and Country Leaders).

3. What is Bribery and Corruption

3.1 Bribery is offering, promising, giving or accepting any financial or other advantage, to induce the recipient or any other person to act improperly in the performance of their functions, or to reward them for acting improperly, or where the recipient would act improperly by accepting the advantage.

3.2 Corruption is the abuse of entrusted power or position for private gain.

4. What you must not do

4.1 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 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;

c. 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;

d. accept hospitality from a third party that is unduly lavish or extravagant under the circumstances; or

e. threaten or retaliate against another individual who has refused to commit a bribery offence or who has raised concerns under this policy.

5. Facilitation payments and kickbacks

5.1 We do not make, and will not accept, facilitation payments or “kickbacks” of any kind.

5.2 Facilitation payments, also known as “back-handers” or “grease payments”, are typically small, unofficial payments made to secure or expedite a routine or necessary action (for example by a government official). They are not common in the UK, but are common in some other jurisdictions in which we operate.

5.3 Kickbacks are typically payments made in return for a business favour or advantage.

5.4 You must avoid any activity that might lead to a facilitation payment or kickback being made or accepted by us or on our behalf, or that might suggest that such a payment will be made or accepted. 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 Head of Legal.

6. Gifts and Hospitality

6.1 This policy allows reasonable and appropriate hospitality or entertainment given to or received from third parties, for the purposes of:

1. establishing or maintaining good business relationships;

2. improving or maintaining our image or reputation; or

3. marketing or presenting our services effectively.

6.2 Gifts must be of an appropriate type and value depending on the circumstances and taking account of the reason for the gift. Gifts must not include cash or cash equivalent (such as vouchers), or be given in secret. Gifts must be given in our name, not your name.

6.3 You must declare and keep a written record of all hospitality or gifts given or received over the value of £30 (or equivalent). Please click here to declare the giving or receipt of a gift or hospitality.

6.4 Gifts received or given over the value of £50 (or equivalent) require approval from your functional lead, divisional director or country leader.

6.5 Hospitality is given or received anything over the value of £150 must receive approval from the functional lead, divisional director or country leader.

6.6 Promotional gifts of low value such as branded stationery to or from existing customers, suppliers and business partners will usually be acceptable.

6.7 The monetary limits in clause 6.4 and 6.5 are intended as a minimum. Depending upon the circumstances, a gift of a lesser amount could still be or be perceived as a bribe, as could several small gifts to the same person

6.8 We appreciate that practice 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, hospitality or payment is reasonable and justifiable. The intention behind it should always be considered.

7. Record Keeping

7.1 We must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.

7.2 You must submit all expenses claims relating to hospitality, gifts or payments to third parties in accordance with our expenses policy and record the reason for expenditure.

8. How can you raise a concern?

8.1 Everyone has a responsibility to speak out if they suspect bribery or corruption or are aware of any gift or hospitality given or received which may be in breach of this policy.

8.2 If you are offered a bribe, or are asked to make one, or if you believe or suspect that any bribery, corruption or other breach of this policy has occurred or may occur, you must notify the Head of Legal report it in accordance with our Speak Up Policy as soon as possible.

8.3 If you are unsure about whether a particular act constitutes bribery or corruption, raise it with the Head of Legal.

8.4 The CFO Centre will investigate all allegations immediately and thoroughly and properly end the relationship if appropriate.

9. Potential Risk Scenarios or “red flags”

9.1 Below are some potential red flags that may be encountered in the business:

• Gifts or hospitality paid for in cash or through unconventional methods can indicate attempts to avoid scrutiny.
• Gifts or hospitality offered in countries known for high levels of corruption.
• Gifts or hospitality that are unusually expensive or lavish can indicate an attempt to improperly influence decision-making.
• Gifts or hospitality offered during or just before critical decision-making periods, such as contract awards or regulatory approvals.
• Repeated gifts or hospitality from the same party may suggest an ongoing effort to sway decisions
• Gifts or hospitality that is given in secret or discourages the recipient from disclosing.
• Offering anything of value to government officials or regulators may breach anti-bribery laws such as the UK Bribery Act or in the U.S. FCPA.

9.2 If you observe any of these red flags during the course of your duties, you are required to report them promptly to the Head of Legal.

10. Further information and contacts

10.1 If you have any queries about the application of this policy, please contact the Group Head of Legal at ([email protected]) or contact the Group CFO ([email protected]) in the first instance.