Crown Agents’ Global Code of Conduct
CROWN AGENTS’ CHIEF EXECUTIVE’S MESSAGE
Welcome to our Global Code of Conduct. Our Code sets out the basic rules we must follow in Crown Agents and the values that should guide our decisions. It also points us to the more detailed processes and procedures relating to particular issues or activities. We all have a duty to comply with all laws applicable to our activities whenever we engage in business throughout the world. We all also have a duty to uphold the ethical principles set out in our Code. Failure to uphold these legal and ethical principles will expose Crown Agents and ourselves individually to risk. Our Vision is to be a trusted global partner helping to transform the future for people around the world. To achieve this we need to have a clear shared set of ethical standards and to consistently apply these in everything we do. Our Code aims to set out the basic rules we all must follow. Should you ever feel uncomfortable with any situation you find yourself in working for or with Crown Agents, you must speak up and raise your concern without delay. Chapter 8 explains ways you can deal with your concerns. All our reputations and Crown Agents’ continuing success require that we put our Code into action and demonstrate the values we are all proud of. I know I can rely on all my colleagues and business partners to do what is right.
David Richardson Chief Executive 24 April 2015
Page | 1 Last updated: 27 October 2014
Crown Agents’ Global Code of Conduct
Crown Agents Global Code of Conduct Introduction and background Crown Agents’ Global Code of Conduct (the Code) is intended to give you practical guidance on the interpretation and implementation of our Values and our ethical and anti-bribery and corruption policies. Among other things the Code explains Crown Agents’ zero tolerance policy towards all forms of fraud, bribery and corruption and how it is to be prevented and/or avoided. We hope that our stakeholders will read our Code to better understand our ethical and compliance approach. The Code is required reading for and binding upon:
all Crown Agents Group companies and any other companies or legal entities who agree to adopt it
all employees, directors and officers of Crown Agents Group companies
all individual consultants engaged by Crown Agents’ Group companies
in all cases wherever they are located and wherever we operate in the world. Other partners we do business with are encouraged to adopt our Ethical Code for Business Partners, which is a derivative of our Code and mainly focuses on fraud and corruption issues. The Code provides a short description of the relevant ‘rule’, a set of Code Principles, expected behaviour and suggestions for questions you should ask yourself to test your behaviour in response to a particular rule. Crown Agents requires all employees and consultants to make themselves familiar with the rules and guidance set out in this booklet and to apply these every day in their work for Crown Agents. The Code has been designed to help and guide you to avoid damaging the values Crown Agents proudly stands for and to ensure that we comply with the legal frameworks within which we operate. The Code does not require or expect you to become a legal expert on the areas it covers. The introduction and Code Principles in each section distil the relevant principles from all the applicable legal and regulatory frameworks and, through the ‘How should you behave’ section, gives you practical guidance on what you must do to comply with Crown Agents’ policy and the applicable law. Crown Agents discourages employees and consultants from attempting to apply their own legal interpretation of the laws and regulations covered by the Code. Employees and consultants are expected to avoid behaving in any way that even creates a perception of unlawful or unethical behaviour. We all have a duty, under the law and our contracts, to conduct ourselves in compliance with the rules described in the Code. Non-compliance with Code may result in either or both legal liability and disciplinary action. Page | 2 14 November 2012
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INDEX
Chapter
Page No
1
Crown Agents’ Global Ethical and Compliance System
4
2
Glossary
7
3
Employees and Safety
10
4
Fighting Fraud, Bribery and Corruption
17
5
Competition and International Trade
36
6
Communications
40
7
Protecting Information and other Assets
49
8
Who should I talk to if I have a concern?
53
9
Appendices
60
9.1
Guidance on Dealing with Demands for so-called ‘Facilitation Payments’ & other bribes
60
9.2
Guidance on what is meant by the term “politically exposed person” or “PEP”
63
9.3
Examples of Suspicious Transactions or Behaviour (“Red Flags”)
64
9.4
Examples of Black Flags
69
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CHAPTER 1 Crown Agents’ Global Ethical and Compliance System Crown Agents’ Global Ethical and Compliance System (GEACS) gives effect to our zero tolerance approach to all forms of fraud, bribery and corruption and to our long-standing commitment to honesty, ethical behaviour and transparency in all our dealings. It operates and seeks to give assurance that Crown Agents, its employees and consultants respect and uphold: i. ii. iii. iv. v.
the laws of all the countries in which we do business; our zero tolerance approach to all forms of fraud, bribery and corruption wherever we do business around the world; our Values, and Crown Agents’ internal policies and authorities the terms of the contracts we have with our business partners.
GEACS forms a framework of policies and guidance through which the above can be achieved and comprises four distinct elements as follows: 1. Prevention: this is the primary focus of our compliance system and operates through:
training undertaking appropriate risk assessments due diligence contractual controls and safeguards communicating our approach on ethical matters and to fraud, bribery and corruption in particular to those with whom we do business our embedded management systems consistently living up to our ethical standards and demonstrating this in all our actions and business dealings
2. Detection: through:
a programme of compliance audits and reviews reports of suspected non-compliance from concerned employees, business partners and members of the public, either directly or using Crown Agents’ whistleblower hot-line, The Ethical Line or TEL liaison with and intelligence from our business partners, law enforcement agencies and anticorruption organisations pro-active monitoring of all our projects and contracts and the consistent operation of our management system processes
3. Investigation: through:
internal investigations by Group Compliance and senior management external agents, typically law firms Page | 4
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4. Crown Agents will respond by:
taking clear and appropriate action against employees or consultants found to have breached this Code or any of Crown Agents’ policies or process requirements or to have disregarded Crown Agents’ anti-corruption policies and processes taking robust legal action against our other business partners for any unethical or corrupt behaviour by invoking termination and/or rights in our contracts with them reporting wrongdoers to the appropriate authorities keeping our ethical and compliance system under review and making improvements where appropriate
The key documents and systems from which our Global Ethical and Compliance System draws and is based around include:
Mission Statement and Statement of Values Policies and Authorities Manual Anti-Fraud, Bribery and Corruption Policy Money Laundering Policy Reporting and Whistleblowing Policy Gifts and Hospitality Policy Conflicts of Interest Policy Global Code of Conduct Ethical Code for Business Partners (a derivative of this Code for our business partners) Due Diligence Manual Our Opportunity Management and Authorisation Process (OMAP) and Project Management System (CAPMS) systems Employment and business partner contracts Employee Handbooks
and all their subsidiary guidance and reference material.
Who must follow our Code? The parties required to follow our Code are detailed in the ‘Introduction and background’ above on page 2. In all other cases we will seek to work with business partners who share our approach to ethical and compliance matters and operate on principles that align with ours and which are encapsulated in our Ethical Code for Business Partners. This will include, where feasible, seeking contractual commitments for such business partners to comply with applicable laws and to operate their businesses in line with our Ethical Code for Business Partners. Where a member of the Group does not have overall control or leadership of a joint venture, consortium or other collaborative venture, we will do everything we reasonably can to make sure that we understand our business partners’ approach to legal and compliance matters and that they understand our approach and follow similar principles.
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We will consider terminating contracts with counterparties where we believe that they have not lived up to the principles set out in our Code or our Ethical Code for Business Partners or breached their contractual obligations in respect of these Codes.
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CHAPTER 2 Glossary business partners
means all non-employees with whom Crown Agents does business, or who by virtue of their relationship with Crown Agents will or could confer and benefit and includes individual consultants/contractors, corporate contractors (as per Anti-Fraud, Bribery and Corruption Policy)
Chief Compliance Officer
means the Group executive responsible for the direction of the Global Compliance System
clients
means those persons or organisations with whom Crown Agents contracts to provide goods or services
Code Principle or Principle or principles
means those standards of behaviour detailed in this Code
consultant
means individual contractors directly engaged by Crown Agents to provide personal services
Crown Agents
means The Crown Agents for Oversea Governments and Administrations Limited incorporated in England under registered number (3259922) and, where the context permits, any member of the Crown Agents Group
Crown Agents’ Global Code of Conduct or Code
means this code of conduct as may be revised or updated from time to time
Crown Agents’ Global Ethical and Compliance System or GEACS
means Crown Agents worldwide ethical and compliance assurance system, described in Chapter 1 of this Code and of which this Code forms part
Crown Agents Group or Group
means Crown Agents and all its subsidiaries
Crown Agents’ Values
means the values or ethical standards set out in Crown Agents Mission Statement and statement of Values document in force from time to time
Data Protection Officer
means the Crown Agents executive designated with day to day responsibility for providing advice and/or monitoring Crown Agents’ UK Data Protection obligations
Director, Knowledge and Communications
means the Group executive heading the Group Communications and Public Relations team and holding this title from time to time Page | 7
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employee
means all directors, officers and all employees (whether permanent, full-time, part-time, fixed term, ‘at will’ or temporary trainees, seconded staff, casual staff, volunteers and interns) of Crown Agents Group
Ethical Code for Business Partners
means the derivative of this Code setting out an ethical and anti-corruption code for business partners
Executive Director
means an executive director of the Board
facilitation payment
means a gift (usually but not necessarily paid to a Public or Government Official) to cause the recipient to perform a duty or function or to expedite such performance, as distinguished from the payment of a lawful or officially sanctioned and imposed fee for the performance of such a duty or function. Facilitation payments are sometimes called ‘speed’, ‘grease’, ‘baksheesh’, ‘kickbacks’, ‘favours’ or even ‘tips’. Under UK law all such payments are bribes and are prohibited.
gems
means Crown Agents’ intranet site
gift
means anything capable of being given to or received from another
Group Compliance
means the Crown Agents Group Ethical and Compliance team based at Sutton in the UK under the direction of the Chief Compliance Officer
Group HR
means a member of the Group Human Resources team, who reports to the Group Human Resources Director
Group Legal Services
means the Crown Agents Group Legal Services function based at Sutton in the UK under the direction of the Legal Counsel
hospitality
means invitations to meals, events of any description, drinks, travel expenses, accommodation expenses, subsidies paid for conference and training courses, receptions and any form of entertainment, all as more fully detailed in our Gifts and Hospitality policy
Line Manager
means the manager or supervisor to whom any employee directly reports or, in the case of Crown Agents’ operations personnel, the Bid or Project Manager on whose bid or project an employee is Page | 8
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assigned Policy or policy
means those policies of Crown Agents which are set out or referenced in this Code or other Crown Agents’ documents described as policy documents
TEL or The Ethical Line
means Crown Agents’ confidential whistleblower hot-line operated by Expolink of the UK
You
the reader of this Code
zero tolerance
means - that the policy is applied without any exception and regardless of extenuating or mitigatory factors except for established legal exculpatory defences, and - that those in authority over others are required to impose disciplinary action and may not exercise discretion
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CHAPTER 3 Employees and Safety Crown Agents’ employees are our principal asset and greatest strength. Our relations with those we work with and the communities within which we operate are vital to our success and we are committed to excellence and the disciplined management of our projects. We will accomplish more as a team and should therefore look out for one another and treat each other with respect. This chapter addresses the following: 1
Health, Safety and Security
2
Environment
3
Diversity
4
Harassment and bullying
5
Human Rights
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1: Health, Safety and Security Crown Agents is responsible for ensuring that all reasonable precautions are taken to provide and maintain working conditions which are secure, safe, healthy and comply with all legal requirements and codes of practice, paying particular attention to:
maintaining a secure and safe working environment without risks to health and providing adequate facilities and arrangements for welfare at work the provision of all necessary information, instruction, training and supervision to ensure the security and health and safety at work of employees and others providing and maintaining of equipment and systems of work to a safe standard the provision of safe means of access to and egress from the place of work suitable arrangements for the safe use, storage and transport of goods and substances without risk to health
Code principles
Employees must consider their security and safety and that of their colleagues and not put themselves or their colleagues at risk Employees should take all available advice ensuring they are properly briefed on personal security and medical precautions before travelling Employees are required to report all security incidents (in or out of work hours) and accidents to Crown Agents’ Company Secretary.
How should you behave
You must take reasonable care of your health, safety and security and of others who may be affected by your behaviour You must ensure that you are familiar with the safety rules and practice applying in your place of work and comply with all lawful health & safety instructions
Ask yourself
Could my behaviour or failure to act cause a threat to my security or liberty or that of my work colleagues Could my behaviour or failure to act cause a risk of accident or serious harm to me or my work colleagues Is my medical condition an infectious disease which could harm others (including those as yet unborn) Do I have knowledge of an actual or perceived health and safety or security risk to Crown Agents’ or my colleagues which I should report
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Other policy and reference sources:
Employee Handbooks for the UK and International offices
2: Environment Crown Agents has a duty to its employees and the communities in which it operates to seek to minimise its environmental impact. Our activities have an effect on the local, regional and global environment. Wherever we operate we:
are committed to seeking to reduce our environmental impact comply with local environmental regulations and laws will seek to reduce our consumption of natural resources and to increase energy efficiency within our buildings will consider environmental issues when acquiring, designing and locating company offices consider environmentally sustainable products and services when purchasing for ourselves and, where permitted, in our procurement for our clients take into account the environmental impact of potential business opportunities emphasise the importance of environmental issues to our employees and provide environmental training where necessary to enable our employees and consultants to minimise their environmental impact commit to monitoring our environmental impact, setting annual objectives and targets in areas such as energy consumption, waste management and travel
Code principles
We must consider the environmental impact of our actions.
Approval from the Chief Compliance Officer must be sought before entering into contracts (for Crown Agents or for clients) which raise environmental concerns under the Crown Agents’ Sensitive Goods or Services regime details of which can be found on gems.
How should you behave
Consider the environmental implications of your actions and those of your colleagues Consider the environmental implications of actions you are asked to undertake for clients relating to any Sensitive Goods or Services
Ask yourself
Could my actions or failure to act on behalf of Crown Agents or its clients likely to damage the environment Should I be seeking prior approval before going ahead with or accepting this order for a client
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Could my actions cause adverse publicity or reputational damage to Crown Agents or its clients
Other policy and reference sources:
Environmental Policy Ethical Policy Crown Agents’ Sensitive Goods and Services regime
3: Diversity Crown Agents prides itself on maintaining an environment in which employees are individually valued and where they can be themselves and still achieve their full potential. We believe that individuality assists us in delivering change and best results for our clients and that fosters a working environment our employees enjoy. Code principles
No person acting on our behalf should behave in a manner that is discriminatory to an individual or group, directly or indirectly, because of age, sex, disability, gender re-assignment, marriage and civil partnership, pregnancy and maternity, race, religion and belief and sexuality Crown Agents is committed to providing awareness of diversity and its benefits through training and guidance to all employees to ensure our commitment to diversity is known and understood. We review our procedures and processes regularly to ensure that we continue to champion diversity in the workplace Crown Agents seeks to ensure that all employees enjoy equal opportunities when pursuing internal vacancies and/or promotion based on experience, technical skills and qualifications We require all decisions relating to employment practices to be objective, free from bias, and based solely on work criteria and individual merit.
How should you behave
Recognise that it is not always easy to be oneself, particularly if an individual feels they are in a minority. Embrace the diverse nature of the workforce and respect differences. If you are involved in a recruitment process, you should be rigorous, consistently fair and ensure that all bias is removed from recruitment processes Crown Agents offers a variety of flexible working options, including when and where employees work. Managers should be knowledgeable about these options and available for informal discussions about them.
Ask yourself
Am I aware of any colleagues whose behaviour could be viewed as not embracing diversity? Have I received adequate training in diversity issues to enable me to identify discrimination and deal with it? Page | 13
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Do I know where to report concerns regarding diversity issues
Other policy and reference sources:
Employee Handbooks for the UK and International offices Reporting and Whistleblowing Policy
Section 4: Harassment and bullying Crown Agents considers that harassment and bullying are harmful to both employees and the Group. Such behaviour can cause fear, stress and anxiety, placing unnecessary strains on work and personal life. Harassment can contribute to illness, accidents, absenteeism, poor performance, an apparent lack of commitment and employees feeling compelled to leave Crown Agents. Those who are harassed, victimised or bullied may feel vulnerable and reluctant to complain. These behaviours can have an adverse impact on safety, organisational effectiveness and business success. Crown Agents aims to safeguard the fair treatment and dignity of all its employees at work and will not tolerate all forms of harassment, whether amounting to unlawful racial, age or sexual discrimination or not. Code principles Crown Agents considers the following behaviours to be totally unacceptable:
Harassment - any unwanted behaviour affecting individuals’ dignity at work. It can include unwelcome physical, verbal or non-verbal behaviour and can amount to unlawful discrimination. It can involve a single incident or may be persistent and may be directed towards one or more individuals. In addition to racial and sexual harassment, harassment can be based on age, disability, health, social class, membership or non-membership of a trade union, religion, sexuality, nationality, employment status, personal appearance, choice of football club – as examples. Bullying -refers to persistent criticism and personal abuse and/or ridicule, either in public or private, which humiliates or demeans the individuals involved, gradually eroding their selfconfidence. It can be perpetrated directly or indirectly through e-mails, social networking media (‘cyber-bullying’) or by any means. Coercion or intimidation - means behaviour intended to force or pressure an individual to act improperly through threats of violence or other forms of intimidation – often to show preference, commit or conceal criminal or other improper activity. Unwanted physical contact - such as unnecessary touching, patting, pinching, brushing against another’s body, insulting or abusive behaviour or gestures, physical threats or coerced sexual favours. Unwanted verbal behaviour - including unwelcome advances, patronising titles or nicknames, propositions or remarks, innuendo, lewd comments, jokes, banter or abusive language, which refer to an individual or a group’s age, gender, colour, race, nationality, ethnic or national origins, disability, sexuality, etc., repeated suggestions for unwanted social activities inside or outside the workplace. Page | 14
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Unwanted non-verbal conduct - such as racially or sexually based graffiti referring to an individual’s characteristics or private life, abusive or offensive gestures, leering, whistling, display of pornographic or suggestive literature or other items, pictures or films/videos or inappropriate use of VDUs or network systems (including e-mail) for this purpose. Victimisation - means treating one individual less favourably than others, or would be, treated in the same or similar circumstances, because they have made a complaint or allegation of harassment, bullying, or discrimination or have acted as a witness or informant in connection with legal or other proceedings or have reported any suspicions of unlawful behaviour or a breach of this Code. Any Other conduct which denigrates, ridicules, intimidates or is physically abusive of an individual or group.
Crown Agents will not tolerate any of the behaviour illustrated above, which will result in an investigation and may lead to disciplinary action, including dismissal for gross misconduct. The above examples are not exhaustive. How should you behave
You are required to treat all your colleagues and all those you deal with on Crown Agents’ business with respect If you witness, hear of or reasonably suspect incidences of harassment or bullying of or by any of your colleagues or business partners – you should report it to your Line Manager, the Group HR Director or using the Company TEL whistleblowing line If you believe you are the victim of harassment or bullying you should discuss this with either your Line Manager or the Group HR Director as you consider appropriate;
Ask yourself
Do I feel I am being harassed, bullied or pressured into an action I do not want to take and do I know how to raise this within Crown Agents Could my behaviour be viewed as harassment or bullying by victim(s), my colleagues or by those with whom I come into contact Could my colleague’s behaviour be viewed as harassment by other colleagues or by those with whom they come into contact? Do I know how to deal with this and how to report it Is this supplier or business partner trying to coerce me or my colleagues to act improperly
Other policy and reference sources:
Employee Handbooks for the UK and International offices Reporting and Whistleblowing Policy
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5: Human Rights Crown Agents:
supports universal human rights both within the communities in which we operate and the organisations with whom we do business seeks to ensure that our activities world-wide are not complicit or perceived to be complicit in human rights abuses will not be involved in the supply or shipment of goods or services where there are clearly identifiable risks of their use for internal repression or external aggression that would violate human rights
Code principles
Crown Agents will respect human rights and promote respect for human rights within its sphere of influence As a business involved in procurement services for and on behalf of our clients, there may be occasions when we are asked to assist with the procurement of goods or services which have the potential for human rights abuse and employees should be alert to these issues. A nonexhaustive list of such sensitive goods and services is located in the Compliance zone on gems.
How should you behave
You are required to uphold human rights and to be aware of the risks and issues which can give rise to human rights abuse If you are requested by a client or a manager to be involved in any matter involving the procurement or handling of potentially sensitive goods or services which appear to you to be a breach of human rights, you must seek advice from the Chief Compliance Officer
Ask yourself
Could my behaviour or failure to act be, or be perceived as, a human rights violation by colleagues or the public generally How would I feel if I or Crown Agents were named in the media as being complicit in human rights violation Do either of the above also apply to the behaviour of any of my colleagues Do I know how/where to seek advice or how to report a suspected violation
Other policy and reference sources:
Mission Statement and Statement of Values Employee Handbooks for UK and International offices Reporting and Whistleblowing Policy Page | 16
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Crown Agents’ Global Code of Conduct
CHAPTER 4 Fighting Fraud, Bribery and Corruption Fraud, Bribery and Corruption and the other forms of unlawful or unethical behaviour addressed in this chapter have significant adverse effects on individual and public life around the world. They cause anxiety and stress to those individuals unwillingly caught up in it. They distort the fair awarding of contracts, reduce the quality of basic public services, limit opportunities to develop a competitive private sector and undermine trust in and respect for public institutions. They threaten the stability of companies and present an ever-increasing risk of significant reputational harm and financial peril. Crown Agents is committed to combat all forms of fraud, bribery and corruption wherever it encounters it anywhere in the world. This chapter addresses the following: 1
Fraud & dishonesty
2
Bribery
3
Money Laundering
4
Working with our Suppliers and other Business Partners
5
Dealing with Government Officials
6
Gifts and Hospitality
7
Conflicts of Interest
8
Personal Political Engagement
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1: Fraud and dishonesty Crown Agents zero tolerance of all forms of fraud, dishonest or deceptive behaviour. Crown Agents does not and will not engage in, authorise, collude in or condone fraudulent or dishonest behaviour or deception of third parties by any person on its behalf or for its benefit. Any employee, who engages in, authorises, colludes in or condones fraudulent or dishonest behaviour or deception of Crown Agents or third parties will be liable to disciplinary action, including dismissal, regardless or any criminal or other sanctions. Any business partner of Crown Agents who engages in, authorises, colludes in or condones fraudulent or dishonest behaviour or deception of third parties in any way relating to or connected with Crown Agents’ business or capable of impacting its reputation, will be liable to summary termination of its or their contract(s) with Crown Agents for cause, without prejudice to any other claim or remedy to which Crown Agents may be entitled under the contract(s) or of law and regardless of any criminal or any other sanctions.
Code principles
Employees are expected to be honest and open in their dealings with or on behalf of Crown Agents and expect the same in return from those with whom it does business. Employees are required to ensure the accuracy of all invoices, requests for payment, expense claims, book entries, accounting entries, timesheets and other records created or submitted on its behalf. Full accuracy is required unless there is express permission to submit ‘provisional’ or ‘budget’ figures Employees, individual consultants and contractors found to have defrauded or attempted to defraud Crown Agents or any of its business partners will, in addition to any criminal action, be liable to disciplinary action, including dismissal or, as the case may, termination of their contract(s) for cause Fraud is a crime and will be dealt with accordingly
How should you behave
Ensure that any internal control procedures for which you are responsible are strictly and unfailingly applied Do not accept copy documents when originals are required Do not accept documents which look as though they have been altered Do not accept oral instructions from colleagues to bypass or change key control procedures Do not accept even written instructions to bypass or change key control procedures unless you are satisfied that the individual instructing you is authorised to give such instructions. If in doubt – seek advice Do not delay in reporting to your Line Manager or Group Compliance any suspicions you have that any Crown Agents’ internal control procedures are not being strictly applied or of any suspicious behaviour that might indicate a fraud or attempted fraud Page | 18
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Do not submit any claims for payment, contract documents, other claims or make any book or accounting entries unless you are satisfied they are accurate
Ask yourself:
Does this invoice, claim, payment request or other instrument look right Do I recognise this signature/does this authorisation look bona fide Can I verify the accuracy of this document or claim I am making Can I honestly justify the claim I am making Is this claim for payment within the rules of the procedure I am following Has this revised track record or consultant cv to be included in this bid been verified by the contractor or business partner concerned Have I verified this contractor’s continuing availability: at this bid-submission stage at this contract signing stage
Other policy and reference sources:
2:
Anti-Fraud, Bribery and Corruption Policy Authority Levels Matrix Payment of Creditors and Suppliers (including contractors) Policy Reporting and Whistleblowing Policy
Bribery
Bribery can take many forms. In essence it involves offering, paying, soliciting or receiving, authorising colluding in or condoning a payment, gift or favour (or anything else of value) or any financial or other advantage to improperly influence a business or personal outcome. Bribery, whether involving public or government officials or commercial organisations, can be perpetrated either directly or indirectly (that is through Crown Agents’ ‘associated persons’ or business partners such as consultants, contractors, joint venture/consortia partners, other business partners, subsidiaries and affiliates). Technical legal definitions of bribery can vary from country to country but it is a criminal offence in every country of the world. As Crown Agents is a UK company, subject to UK laws, which, in the case of bribery, have the broadest scope of any legal system, all Crown Agents Group companies, employees, consultants and other business partners, are required to comply with UK anti-bribery law, regardless of where they are incorporated or operate in the world. A facilitation payment is a payment or gift (usually but not necessarily paid to a Public or Government Official) to cause the recipient to perform a duty or function or to expedite such performance, as distinguished from the payment of a lawful or officially sanctioned and imposed fee for the performance of such a duty or function. Facilitation payments are sometimes called ‘speed’, ‘grease’,
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‘baksheesh’ or ‘kickbacks’, ‘favours’ or even ‘tips’. Under UK criminal law all such payments are bribes and are prohibited Facilitation payments, no matter how small, are bribes and must never be paid by employees, consultants or anyone acting on Crown Agents behalf or for its benefit (save in the exceptional circumstance of an actual or good faith perception of a threat of harm or to personal liberty – which are dealt with in Crown Agent’s Facilitation Payment Guidance at Appendix 9.1 at page 60) Bribery is a criminal offence and a serious breach of trust which can very seriously harm Crown Agents’ reputation and seriously undermine its ability to do business. Convictions for bribery can also result in debarment or suspension from bidding for, or doing business with, a host of national and international organisations, which could have disastrous consequences for Crown Agents and all our futures.
Crown Agents’ zero tolerance of bribery and corruption Crown Agents does not and will not offer, pay, solicit, receive, authorise, collude in or condone the payment or receipt of bribes (including so-called ‘facilitation payments’) anywhere in the world by any person on its behalf or for its benefit. Any employee, who offers, pays, solicits, receives, authorises, colludes in or condones in the payment, receipt or solicitation of a bribe will be liable to disciplinary action, including dismissal, regardless of any criminal or other sanction. Any business partner of Crown Agents, who pays, solicits, receives, authorises, colludes in or condones the payment, solicitation or receipt of a bribe will be liable to summary termination of their or its contract for cause, without prejudice to any other claim or remedy to which Crown Agents may be entitled under the contract or the law.
Obligation to report suspicions of bribery by others ‘Turning a blind eye’ to or ignoring your suspicions of bribery can result in a liability for Crown Agents and for you personally. As with money laundering, you have a duty to and must report your suspicions or knowledge of bribery in Crown Agents or by anyone (individual or company) with whom Crown Agents does business. In all cases you are required to make your report either directly to Group Compliance or using the TEL hot-line. No criticism will attach to you if you report your suspicions in good faith, whether the outcome is that upon investigation, no wrongdoing is found.
Code principles
Crown Agents, its employees and consultants must comply with all laws, including the anticorruption laws, applicable in all the countries in which we operate. In some cases those applicable laws will include both the laws of the country concerned and the laws of other countries to which Crown Agents, its employees or consultants are subject (eg US Foreign Corrupt Practice Act (FCPA) and the UK Bribery Act (UKBA)) by virtue of other factors including but not limited to: Page | 20
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the location and/or registration of its offices the citizenship of its employees and consultants the currency or routing of payments for the transaction the use of communication networks Employees must always comply with Crown Agents’ Anti-Fraud, Bribery and Corruption Policy and all its required processes and procedures. Any failure to strictly adhere to this policy may lead to disciplinary action, including dismissal Any behaviour, intimidatory or otherwise, intended to pressure colleagues or business partners to: pay or receive a bribe conceal or collude in the concealment of the payment or receipt of a bribe discourage them from reporting suspicious behaviour destroy or hide evidence, or obstruct or fail to cooperate with any investigation into such conduct is unlawful and will lead to disciplinary action, including dismissal
Bribery or obstruction of investigations into allegations of bribery or corruption can, in addition to criminal sanctions being imposed, lead to individuals being debarred or suspended from doing business with certain international organisations As well as being a criminal offence, bribery is unethical and a breach of Crown Agents’ Zero Tolerance policy. Crown Agents will not defend you – it is required to and will report you Particular attention must be paid to the requirement for pre-contract due diligence in respect of prospective: Clients/donors Employees Consultants Contractors, joint ventures and consortium partners and all other business partners or associates Suppliers of goods or services not included above All acquisitions of businesses, whether by acquisitions of shares or assets Importantly: no employee is to be permitted to commence employment, or any other counterparty to commence the provision of goods or services or to work with Crown Agents unless and until: i.
ii.
the required due diligence on the proposed counterparty has been fully completed and approved in accordance with Crown Agents’ Anti-Fraud, Bribery and Corruption Policy and Due Diligence Manual; and a contract in a form approved by Group Legal Services and authorised under Crown Agents’ Authority Levels Matrix has been properly executed between the relevant Crown Agents’ company and the counterparty concerned and is in Crown Agents’ possession; and
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iii.
any mandatory anti-bribery or other training has been completed by the individuals concerned
bids or proposals for new business must not be submitted or contracts signed with clients or sources of funds unless and until: i.
the required due diligence on each party to the project or contract has been fully completed and approved in accordance with Crown Agents’ Anti-Fraud, Bribery and Corruption Policy and Due Diligence Manual, and
ii.
the form of the contract or any contract conditions to the bid or proposal have been reviewed and approved by Group Legal Services and properly authorised under Crown Agents’ Authority Levels Matrix.
Any employee found to have engaged any employee, submitted a bid or contracted with a third party to whom the above requirements apply without ensuring that the above relevant requirements have been fully satisfied, without prior express written authorisation to deviate from the above conditions given under the Due Diligence Manual or by an Executive Director, as the case may be, will be liable to disciplinary action, including possible dismissal
A key requirement for any effective ethical and compliance system is that decisions and processes are appropriately documented and that the documents so created are held in an accessible document filing system such that they can be retrieved and audited with ease. It is vitally important that key stages in our Global Ethical and Compliance System processes are clearly documented and the documents filed in the designated place. Due diligence documents must be filed as follows:
Employees - with their personnel file maintained by HR; Individual consultants and contractors directly engaged by Crown Agents, including their contracts with Crown Agents - in the Invenias System maintained by International Resourcing; Incorporated (non-individual) contractors, consortium and joint venture parties - in the P drive project file pending full roll-out of the CRM; Suppliers to Supply Chain Services: the Supply Chain Supplier section of the Business Partner Database in the P drive
The requirements set out here form an essential element of our Global Ethical and Compliance System and are intended to help prevent our employees, business partners or associated persons behaving corruptly and to avoid Crown Agents being prosecuted for failing to operate adequate procedures to prevent corruption. It is essential that these procedures are unfailingly and consistently applied. Any failure to rigorously apply our procedures could result in Crown Agents being prosecuted, with the consequent risk of serious harm to both our reputation and ability to do business.
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How should you behave
Ensure that all those you work with understand Crown Agent’s zero tolerance of all forms of bribery and corruption You must not ever offer, pay, seek, accept, authorise, collude in or condone a personal payment, gift or favour (or anything of value) in return for favourable treatment or to gain a business or commercial advantage Avoid putting yourself in any position of obligation to a prospective client or business partner or intermediary - even if you believe that no reciprocal ‘favour’ is expected because this ‘favour’ may be called for at a future date If you know you are heading into a situation, or the performance of a particular element of a project is likely to lead to a situation where you to anticipate that you or any Crown Agents personnel or consultants or business partners are likely to encounter demands for bribes, you must plan for that contingency or avoid the situation altogether. In some circumstances a refusal to pay relatively small bribes can lead to goods not being cleared by customs, visas not being granted or vehicles not being permitted to pass and so can have serious consequences for Crown Agents’ business. It is essential that where these situations are anticipated – Crown Agents has strategies to counter them. Group Legal Services and Group Compliance will provide advice and support You must report to Group Compliance any suspicions you have or approaches made to you which suggest that a bribe is being requested or offered
Ask yourself
Am I satisfied in the light of the above that the transaction I am contemplating is honest and entirely consistent with Crown Agents’ Values? If you have any doubts you should seek advice from your Line Manager, Group Legal Services or Group Compliance Am I confident that I am familiar with and can identify Red and Black flags (see examples in Appendix 9.3 and 9.4 on pages 64 & 69). Do I know when and to whom I need to report these If I anticipate that I or members of my team will be confronted with demands for bribes, what contingency strategy have I developed for this eventuality Any transactions that produce high returns for minimal effort should be viewed with suspicion as these may well indicate money laundering or bribery How would I feel if the full details of the transaction and all my associated e-mails and phone calls were subjected to forensic analysis in a courtroom and reported in the national press of my home country Would I or Crown Agents be legally at risk or reputationally damaged if the counterparty with whom I am dealing gave a full and frank account of the proposed transaction in public or in a court of law Before I submit this bid, sign this contract or allow this service to commence, have I checked to make sure that the required due diligence has been completed and approved; the contract properly approved and any required training been completed
If you have any concerns regarding the above you should contact Group Compliance for advice.
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Other policy and reference sources:
Anti-Fraud, Bribery and Corruption Policy Reporting and Whistleblowing Policy Due Diligence Manual OMAP and CAPMS Consultants, Contractors and Advisers Policy
3: Money laundering This is the process by which criminals attempt to conceal the illicit origin and ownership of the proceeds of their or others criminal activities or when legitimate funds are used to support criminal activities, including the financing of terrorism. Such behaviour is criminal. Offences covered by anti-money laundering legislation include prejudicing or obstructing an investigation and failing to report suspicious activity. Money laundering and proceeds of crime laws do not just apply to Crown Agents’ financial services businesses, they apply to all Crown Agents activities worldwide. As an example: if a Crown Agents’ business partner, in the role of prime or main contractor, secures a project by paying a bribe, all sums flowing from that project are, potentially, the ‘proceeds of crime’. Anyone who handles or receives those monies, including as sub-contractor payments for bona fide services provided, is liable to prosecution under the Proceeds of Crime Act (PoCA) in the UK and similar laws elsewhere. It is essential that careful checks (due diligence) of prospective business partners are made prior to entering into contracts with them to understand their ethical approach and record. It is also important to monitor their performance in relation to the project/contract for signs of suspicious behaviour (see Red Flags at Appendix 9.3 at page 64), so that this can be corrected and, if necessary, reported to the relevant authorities. Also, it will be seen from Section 2 Bribery below that in the above example, if Crown Agents was held to have benefitted from the bribe and could not show it had adequate procedures to prevent such behaviour by its business partners, it could be liable to prosecution for failure to prevent such bribery.
Code principles
Crown Agents will respect and uphold anti-money laundering and proceeds of crime laws in all countries in which it does business Employees must be vigilant to prevent Crown Agents or any of its subsidiaries being exploited by criminals to launder money or fund criminal activities Employees are required to be familiar with and to comply with the Crown Agents’ Anti-Money Laundering Handbook available from the Compliance zone on gems Employees must conduct appropriate counterparty due diligence to understand the business and background of all our clients, donors, funders and business partners, to determine the origin and/or destination of money and any property involved in any proposed transaction. Crown Agents’ Group due diligence requirements are set out in Crown Agents’ Due Diligence
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Manual for each business area (located on OMAP/BMS/gems)
How should you behave
Crown Agents Group includes financial services businesses which are regulated in the UK. Employees of those businesses and Crown Agents main board directors, Group Internal Audit and Group Compliance personnel are subject to additional specific anti-money laundering and proceeds of crime legal duties and are required to be familiar with and comply with those duties Never deal with anyone or any organisation you have reason to suspect is involved in criminal or other unlawful behaviour or anyone acting for them Crown Agents will not normally deal with ‘politically exposed persons’ (PEPs) or their family members or those closely associated with PEPs in high corruption risk countries (for guidance on how to identify a PEP see Appendix 9.2 on page 63 below). PEPs, their families and business associates in high risk countries are generally regarded as presenting a high risk of corruption You should report to the Chief Compliance Officer (and be prepared to walk away from) any transactions that appear designed or intended to disguise or conceal the identities of parties, the source of funds or property or the scale of profits to be derived from the transaction Never falsify, conceal, destroy or dispose of relevant documents Do not ‘back date’ any documents or sign documents where all pages and attachments are not included at signing and initialled by all parties Do not ‘tip off’ (whether intentionally or inadvertently) the subject(s) of your suspicion or the subject(s) of any investigations – but, where relevant, do not commit to the suspicious transaction without express approval from the Chief Compliance Officer Familiarise yourself with the examples of Red and Black flags set out at Appendix 9.3 and 9.4 on pages 64 & 69 below so that you can identify these in your day to day dealings with prospective and actual business partners and clients You have a duty to report any suspicious transactions, incidents of money laundering or requests to make payments to persons or organisations listed by any country or international organisation as being involved in money laundering or terrorist activities.
Any such incidents must be reported to the relevant reporting officer without delay: Crown Agents Bank & Crown Agents Investment The Money Laundering Reporting Officer Management (MLRO) designated in Crown Agents’ AntiMoney Laundering Handbook Crown Agents & unregulated UK subsidiaries
The Chief Compliance Officer who is the designated ‘Money Laundering Officer’ (MLO) for Crown Agents
Crown Agents’ overseas subsidiaries and projects
The Chief Compliance Officer
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Ask Yourself
Is the proposed counterparty a ‘Politically Exposed Person’ (PEP) or closely connected with a PEP – if so, report the matter immediately to the Chief Compliance Officer Is the proposed counterparty or payment beneficiary listed on any sanctions list Is Crown Agents being offered terms significantly more generous than prevailing market norms Is any party to the proposed transaction likely to receive a reward, including commissions or management fees, significantly in excess of their contribution to the enterprise Is any party uncomfortable with its identity or level of actual contribution to the enterprise or the scale of reward being revealed either to the client or other parties Are the settlement arrangements unusual Are any unconnected parties involved in the payment or settlement arrangements Are any payments to be made in a currency or currencies or from or to any countries (particularly those with a reputation for banking secrecy or corruption) unconnected or not relevant to the proposed transaction or the parties involved Are all the required due diligence checks in order and have all the counterparties been approved in accordance with Crown Agents’ Due Diligence Manual Has Group Legal Services or an external law firm approved by them for the purpose reviewed the proposed transaction and approved all documentation involved Have you the necessary authority under the Group’s Authority Levels Matrix to sign the documents committing Crown Agents to the proposed transaction
Also see Appendix 9.2: How to identify a PEP at page 63 below and Appendix 9.3: Examples of suspicious transactions or behaviour or Red Flags at page 64 and Appendix 9.4 Examples of Black Flags at page 69 below. Other policy and reference sources:
Money Laundering Policy Anti-Money Laundering Handbook Anti-Fraud, Bribery and Corruption Policy Reporting and Whistleblowing Policy Due Diligence Manual
4: Working with our suppliers and other business partners Our suppliers and other business partners are very important to us as they enable us to provide the range of goods and services we offer across the world, at times in very difficult environments. It is essential that we work with them in a relationship built on mutual trust and confidence. We select our suppliers and other business partners in a transparent and fair way and on the basis of merit and we document our selection process in order to demonstrate our adherence to our ethical approach. An essential element of our Code is that our suppliers and other business partners share our approach on ethical issues and operate their businesses in accordance with principles similar to those in our Code. Where it is feasible we ask our suppliers and other business partners to enter into contractual Page | 26 Fighting Fraud, Bribery and Corruption 14 November 2012
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commitments to either adhere to their own ethical principles, if similar to those in our Code, or to adopt and adhere to our Ethical Code for Business Partners. Code principles
Where any prospective business partner unreasonably refuses to cooperate in our due diligence on it and so prevents our ensuring its approach to bribery and corruption matters and/or refuses to give any assurance in this regard and/or to adopt our Ethical Code for Business Partners or acceptable equivalent policy, we must give serious consideration to not doing business with such organisations or individuals All suppliers and other business partners are to be treated fairly and transparently, including in their identification and selection We will help our suppliers and other business partners to understand our Ethical Code for Business Partners and the principles on which it is based We must fully uphold any non-disclosure or confidentiality agreements entered into with our suppliers and other business partners and never share their confidential or commercially sensitive information (e.g. operational activities, financial affairs, bid pricing, sources of supply, qualification criteria or scoring) with any other supplier or business partner. The only exceptions are where the terms of the bid process in question expressly require such disclosure, in which case the same information on all parties to the bid must be made available to all other parties in a demonstrably transparent way, or the terms of any joint bid or consortium expressly require such information to be shared. If you have any doubts contact Group Legal Services. In cases where business partners may, over time, or concurrently, work with Crown Agents in a number of different capacities (e.g. JV or consortium partner, sub-contractor, main contractor, client etc) employees must be extremely careful not to divulge their or Crown Agents’ confidential or commercially sensitive information Employees and contractors are required to report any behaviour that might indicate that any supplier or other business partner is behaving unlawfully or unethically or is not living up to its commitment to Crown Agents to operate its business in line with the principles in our Ethical Code for Business Partners, to enable us to take such matters up with them and/or to invoke any contractual rights or remedies we may have with them
How should you behave
You must only do business with suppliers and other business partners who: have satisfied our due diligence requirements comply with all legal requirements have been identified and selected in a transparent and fair way, on the basis of merit (this process being fully documented) have been satisfactorily screened against restricted or sanctioned party lists in accordance with ‘Money Laundering’, ‘Export and Import Controls and Sanctions’ on pages 24 and 38 respectively willingly enter into contractual commitments to operate in line with the principles of our Code in fact operate their business in line with the principles similar to those of our Code
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Ask yourself
Before I sign any contract or place any order with a new supplier or other business partner, am I satisfied that the first five conditions set out in ‘How should you behave’ above have been fully satisfied and documented Before I accept this dinner invitation or other hospitality from this new supplier, am I certain that they are not involved in any bids or tenders to Crown Agents and that I have the necessary approval under our gifts and hospitality procedure Before I share any information about this supplier or other business partner, am I confident that it is not commercially sensitive and/or we have not entered into any confidentiality undertakings regarding such information. In any event, is my disclosure consistent with this Code If this prospective supplier or business partner asks how they are doing in a bid / tendering process should I be providing this information to them now, or at all and, under the operating procedures for the process or in the interests of fairness and transparency to all bidders, should I report this approach to Group Compliance Is there anything wrong in my giving this piece of business to this firm we know without the hassle of a competitive process as they did a good job last time
Other policy and reference sources:
Anti-Fraud, Bribery and Corruption Policy Authority Levels Matrix Gifts & Hospitality Policy & SOP Due Diligence Manual Procurement Operating Procedures Reporting and Whistleblowing Policy
5: Dealing with public or government officials Crown Agents regards the giving of gifts of minimal value and appropriate hospitality as a useful way of getting to know our clients and business partners and of promoting our service offering and business values. Appropriate gift giving and entertaining is not wrong in principle. However, offering gifts and hospitality to public or government officials in any country is a particularly sensitive activity. For these purposes gifts and hospitality includes paying travel and related expenses for government officials. In this context ‘public or government official’ has a very broad meaning and includes individuals (whether employed by, elected or candidates for election to legislative, administrative, judicial or party political posts in any government, agency or instrumentality of government, public international organisation, state-owned enterprise or any mix of the foregoing). In effect this broad definition covers any employee of any branch of any state, local, municipal, federal or provincial government, including the police, military and employees of state-owned (or part state-owned) enterprises, which in some countries can be very difficult to identify. Page | 28 Fighting Fraud, Bribery and Corruption 14 November 2012
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Many countries’ laws impose legal restrictions on, and procedures which must be followed by, their public or government officials regarding the value and nature of gifts and hospitality they can accept. Particular care needs to be exercised by all Crown Agents’ employees and anyone acting on our behalf who may have regular contact with public or government officials. The acts of any person who deals with such officials in any capacity on Crown Agents’ behalf can give rise to a criminal liability on the Crown Agents’ part, whether or not we knew of such actions, if they fail to strictly adhere to local legal requirements and/or Crown Agents’ policy on gifts and hospitality for public or government officials.
Code principles
Employees must be authorised through Crown Agents’ Gifts and Hospitality Policy when offering any form of gifts and hospitality to any public or government official in or from any country The value of gifts and hospitality must never exceed any prescribed limit for the type of gifts and hospitality permitted by the country in question Gifts and hospitality must never be offered to the spouse, partner, family members or guests of any public or government official Employees must never pay for any non-business travel or hospitality for any public or government official Employees must strictly comply with all applicable laws and with Crown Agents’ internal procedures regarding gifts and hospitality to public or government officials Gifts and hospitality must never be offered to public or government officials involved in or having any input into the assessment of any new business decisions or bid/proposal evaluation regarding or involving a Crown Agents Group Company during any period when Crown Agents:
is in active negotiations over new work or business, and/or
has any ITT, EOI, bid or equivalent process pending with the organisation for which the public or government official acts or is employed and the giver of the gifts and hospitality shall be expected to have made the enquiry to identify whether either of the above circumstances obtains
Invitations to tender (ITTs) or contract conditions that stipulate the provision of ‘site visits’ or inspections by any team of public or government officials involving gifts and hospitality to be provided by Crown Agents must be considered in the light of our Gifts and Hospitality Policy and relevant local laws impacting gifts and hospitality for officials of the country concerned. It is not acceptable to assume that because the requirement was stipulated in the invitation to tender it must be acceptable. Bid teams may need to qualify the bid by reference to Crown Agents’ policy and local laws.
How should you behave
If you are involved in providing any gifts and/or hospitality to public or government officials (including in the UK) you must ensure that you comply with Crown Agents’ Gifts & Hospitality Policy
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You must make enquiries to ascertain whether there are any bids pending or active negotiations taking place regarding new business with the organisation for whom the official acts or is employed and whether the official concerned is involved in such processes You must not rely on a statement or advice from the public or government official who is the intended recipient of any gifts and hospitality that any those proposed for her or him is acceptable under local laws – you must independently check the position
Ask yourself
Have I satisfied myself that I have all the necessary approvals from Crown Agents to offer the proposed gifts and hospitality to the official(s) concerned Am I satisfied that the proposed gifts and hospitality to the official concerned is permissible under local law What are the gifts and hospitality for? Is it for genuine relationship building or is it really an incentive for a transaction Do my colleagues and Line Manager know that I propose offering the official(s) concerned the proposed gifts and hospitality
Other policy and reference sources:
Anti-Fraud, Bribery and Corruption Policy Gifts & Hospitality Policy & SOP Reporting & Whistleblowing Policy
6: Gifts and hospitality 6.1 Giving gifts and hospitality Crown Agents regards the giving of gifts of minimal value and appropriate hospitality as a useful way of getting to know our clients and business partners and of promoting our service offering and business values. Appropriate gift giving and entertaining is not wrong in principle. If the proposed recipient of any gifts and hospitality is a government official (whether elected, appointed or employed) special rules apply (see Section 5 above, ‘Dealings with Government Officials’) and it is particularly important that the breadth of the definition of a government official is understood. 6.2 Accepting gifts and hospitality Crown Agents employees and business partners must exercise the utmost discretion in accepting gifts and hospitality of any kind and must follow Crown Agents’ policy and procedures on the acceptance of gifts and hospitality. A narrow line separates appropriate gifts and hospitality from what may be regarded as an inducement to influence decisions or business relations, in other words, a ‘bribe’. It is essential that Crown Agents’ employees and business partners are seen to act with complete propriety in all their dealings and with respect to all offers of hospitality.
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Code principles Giving Gifts and hospitality
In all cases gifts and hospitality given must not be lavish, extravagant or unreasonably costly Proposed gifts and hospitality must be authorised and registered in accordance with Crown Agents’ Gifts and Hospitality Policy Giving authorised Crown Agents’ promotional items or buying prospective or current clients or business partners non-alcoholic beverages is permitted and does not require prior approval It is the responsibility of the Crown Agents gifts and hospitality giver or host to ensure that any proposed gifts and hospitality, particularly its intended recipients are permitted under local laws Gifts and hospitality giving will not be approved: if it is in the form of cash or cash equivalent, personal services or loans in respect of events or meals when the giver of the gifts and hospitality or their representative is not present during periods when the proposed recipient of the gifts and hospitality is involved in or has an input into the assessment of any new business decisions affecting a Crown Agents Group Company
Accepting gifts and hospitality
In all cases gifts and hospitality accepted must not be lavish, extravagant or unreasonably costly In all cases gifts and hospitality in the form of cash, cash equivalent, loans or personal services must never be accepted Gifts and hospitality must never be accepted when Crown Agents is considering business decisions affecting the gifts and hospitality provider Invitations to attend private meals or events and receptions or large scale events must be referred to an Executive Director for approval under Crown Agents’ Gifts and Hospitality Policy All gifts or hospitality received or accepted by employees and consultants working for or with Crown Agents must where required be authorised and registered in Crown Agents Gifts and Hospitality Register in accordance with Crown Agents’ Gifts and Hospitality policy Acceptance of gifts or hospitality will not be approved if the Crown Agents’ contact of the gifts and hospitality provider is not to be personally present (ie must not be directed to the family or friends of the relevant Crown Agents’ employee or business partner) Any gifts and hospitality which are offered along with any suggestion that the giver of the gifts and hospitality is looking for or expects any favourable treatment by the intended recipient or generally must be immediately reported to Group Compliance
How should you behave?
You must never allow your acceptance of gifts and hospitality to influence your business decisions or to cause others to perceive an influence. If you behave as if you are or have been influenced by gifts and hospitality or seek to influence someone through gifts and hospitality you can face legal and/or disciplinary action, including dismissal for gross misconduct Page | 31
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You must ensure that before you offer or accept any gifts and hospitality you understand and have complied strictly with Crown Agent’s Gifts and Hospitality policy If the gifts and hospitality you are proposing to offer or accept cannot be justified on any legitimate business grounds you should not offer or accept it. If in doubt – ask for advice from your Line Manager, Business Director, Country Manager or Group Compliance If you suspect a Crown Agents’ employee, individual consultant/contractor or other business partner has given or proposes to give or accept inappropriate gifts and hospitality you must report this to Group Compliance either directly or using the TEL confidential whistleblower hotline as this is potentially a criminal matter with serious consequences for those concerned and Crown Agents.
Ask yourself: Does this proposed gift or hospitality look appropriate in all the circumstances?
Other policy and reference sources:
Anti-Fraud, Bribery and Corruption Policy Gifts & Hospitality Policy & SOP Reporting and Whistleblowing Policy
7: Conflicts of interest A conflict of interest is any situation in which an employee’s personal interests, or interests that they owe to another organisation, may (or may appear to) influence or affect the employee’s decisionmaking for Crown Agents. Such conflicts can arise from personal relationships within or outside the workplace or through activities or interests outside the workplace, such as, but not limited to, political engagement, employments, directorships, shareholdings, voluntary work or association memberships. It is inevitable that conflicts of interest occur. The issue is not the integrity of the employee concerned but the management of any potential for the employee to benefit from the conflict or for an employee to be influenced by conflicting loyalties. Many conflicts can be avoided altogether, but where this is not possible, careful treatment is required, including transparency, declaration, appropriate authorisation, and possibly changed management of the decision in question. Even the appearance of a conflict of interest can seriously damage Crown Agents’ reputation, so conflicts need to be managed carefully. Code principles:
Employees should not interpret our conflict of interest procedures as preventing or discouraging their being involved in leisure-time, community, political or other activities, or holding investments in other businesses. However, where these activities, interests or Page | 32
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relationships give or could give rise to, or could be seen as giving rise to, a conflict of interest it is important that they are properly considered and, where appropriate, declared and registered under our Conflict of Interest Policy. If employees have any concerns in this area, they should consult their Line Manager, HR or Group Compliance. Employees must declare to their Line Manager any matter that potentially could or be perceived to influence their decisions or actions for Crown Agents, giving your Line Manager all the relevant facts in writing Employees must register their conflicts of interest in the Group Register of Interests maintained by Group Compliance and keep this registration up to date Whether employees have registered any potential conflict of interests or not they must always declare them and be prepared to withdraw from any decision-making capable of being impacted by their conflict of interest, unless their Line Manager or, in the case of UK statutory directors considering board matters, the chairman of the relevant board agrees in writing otherwise
How should you behave
Whenever possible, avoid conflicts of interest If you cannot avoid a conflict of interest you must comply with any local legal requirements and notify your Line Manager in accordance with our Conflict of Interest Policy If you are a director of any Crown Agents’ UK company, you are subject to special rules regarding conflicts of interest and should take advice from either the Chairman of the relevant company or Group Board Services If you fail to follow the requirements of this Code, our Conflict of Interest Policy and/or any applicable laws or regulations this may result in disciplinary action, including in serious cases, termination of your contract of employment or other contract with Crown Agents for cause
Ask yourself:
Am I using my position in Crown Agents for personal gain? Might others perceive that I am conflicted Am I accessing confidential information which might be useful to my other interests Are any personal interests or relationships impacting my decision-making for Crown Agents or might they be perceived as doing so Is my registration of potential conflicts in the Group Register of Interests up to date Would Crown Agents or I be legally at risk or reputationally damaged if, in the context of the transaction or project on which I am working, my undeclared/registered relationships or interests were publicly disclosed
Other policy or reference sources
Conflict of Interest Policy Anti-Fraud, Bribery and Corruption Policy Employee Handbooks for UK and International Offices Page | 33
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Reporting and Whistleblowing Policy
Section 8: Personal political engagement Crown Agents has no wish to prevent or discourage its employees or consultants engaging in lawful political activity or processes. However, in some circumstances, your personal political engagement and any financial support you give to political organisations may be viewed as representing the views or allegiance of Crown Agents and thereby impact our business and reputation.
Code principles
Employees must comply with Crown Agents’ Conflict of Interest Policy and must keep their Register of Interests registration up to date Whilst engaged in political activity employees or consultants must never give the impression or allow the impression to be formed that they are representing Crown Agents’ views When engaging in political activities employees and consultants must not allow themselves to be introduced or publicised as an employee or consultant to Crown Agents, or use materials bearing Crown Agents’ name or logo Crown Agents’ accounts or funds must never be used for any form of political donation, loans or other payment All charitable donations must be approved under Crown Agents’ Political and Charitable Donations Policy Employees must never use or allow Crown Agents’ funds to be used to make charitable donations or donations to charities closely associated with public or government officials, political figures or political organisations Crown Agents’ funds, properly paid to non-political trade or other associations, must, to the extent within our control, not be used for political purposes Employees must comply with all local laws applicable to political engagement
How should you behave
You must ensure that your personal political activities are not represented or capable of being viewed as those of Crown Agents You must not make, authorise or condone in political donations being made on Crown Agents’ behalf or with Crown Agents’ funds You must never contribute Crown Agents’ funds or resources to political campaigns, political candidates, political parties or those associated with them If you do consider standing for public office you are required to consult with your Line Manager or Group Compliance and may well need to register a conflict of interest if elected Failure to follow the requirements of this Code and the company’s policy on personal political engagement and any applicable laws can give rise to a conflict of interest and damage Crown Agent’s business and reputation. Such failure may result in disciplinary action, including termination of employment, or in the case of consultants and contractors, summary Page | 34
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termination of all contracts with Crown Agents for cause
Ask yourself:
Are you, or might you be, viewed as using your position with Crown Agents to support politicians, political organisations, political parties or to further your personal political aspirations Are any business decisions you are making for Crown Agents being influenced by your political views, personal political aspirations or to favour any politicians or political organisations or parties you support Are you using any of Crown Agents’ funds or resources to support politicians, political parties or organisations
Other policy or reference sources:
Anti-Fraud, Bribery and Corruption Policy Conflict of Interest Policy Employee Handbook Political & Charitable Donations Policy
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CHAPTER 5 Competition and International Trade Introduction Crown Agents supports the principles of free and ethical trade at national and international level and requires its employees, consultants and contractors to comply with all trade laws applicable to its business. Any failure to comply with these laws can have very serious consequences for Crown Agents and any individuals implicated, including criminal sanctions and draconian fines. This chapter addresses: 1
Competition and Anti-trust Law
2
Export and Import Controls and Sanctions
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1: Competition and anti-trust law Competition laws safeguard free enterprise and prohibit behaviour which seeks to restrict free trade or fair competition. They deal with unfair practices such as monopolies, price fixing, bid fixing and market fixing. Crown Agents requires all its employees and expects its business partners to comply with all applicable competition laws. Anti-competitive practices are unacceptable and are illegal in most countries and can lead to draconian fines and imprisonment. Anti-competitive behaviour of any kind runs directly counter to Crown Agents’ Values of integrity, fairness and transparency and thus risks both serious reputational damage and possible criminal sanctions.
Code principles
Crown Agents is committed to respecting and upholding the competition and anti-trust laws in all the countries in which it operates Employees dealing with competitors must ensure that they strictly comply with all applicable competition and anti-trust laws As Crown Agents may work with individuals or organisations as business partners on one project and competitors on another, it is essential that all parties’ commercially sensitive or competitive position information relating to pricing, marketing strategies, bids or bid strategies is never discussed or shared with third parties or misused by employees or contractors to give Crown Agents an unfair competitive advantage over the counterparty concerned Non-Crown Agents parties must never be involved in decision-making regarding Crown Agents’ bids, tenders or pricing Crown Agents’ bid information, marketing and business development strategies, bid pricing and commercially sensitive information regarding other business partners, clients, donors or suppliers must never be disclosed to competitors
How you should behave
You must never discuss or agree with competitors, however tentatively, any arrangements capable of being interpreted as ‘fixing’ or ‘rigging’ prices, bids or markets You must leave any industry meetings and, ideally have this noted in any minute or official notes of the meeting, if competitively sensitive issues are tabled or discussed. Make sure your departure is noticed and report the matter immediately to Group Compliance Report to Group Compliance or Group Legal Services immediately if you suspect any anticompetitive or collusive behaviour is occurring, has occurred or is planned or if you have any doubts whether any behaviour is lawful or not You must not discuss or agree with Crown Agents’ competitors or others to boycott suppliers or customers except in connection with internationally imposed sanctions You must be vigilant of anti-competitive or collusive behaviour on the part of our business partners and, in the course of procurement services, on the part of bidders and their representatives. If you suspect anyone is behaving anti-competitively, collusively, or coercively you must report this to Group Compliance promptly
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Ask yourself
Have I discussed or disclosed any competitively sensitive information about Crown Agents at an industry meeting Are any of my colleagues or our suppliers, contractors, consultants or customers involved in anti-competitive or collusive behaviour Am I confident that all my direct reports understand the Crown Agents’ policy and the Code on this issue Have I obtained and acted upon the relevant legal advice from Group Legal Services
Other policy and reference sources:
Mission Statement and Statement of Values Conflict of Interest Policy Reporting and Whistleblowing Policy Confidentiality Policy Document Classification Policy
2: Export & import controls and sanctions Export and Import controls and sanctions laws are the means by which countries exercise legal control over the sale, shipment, electronic transfer or disclosure of information, software, goods and services across national borders. “Exports” include transfers by electronic means, (including simply having controlled data or software on your laptop or in your briefcase when you travel) through discussions or visual inspections (i.e. not just through traditional physical shipping methods). Controls, sanctions and embargoes can be imposed against
entire countries companies or organisations individuals specific goods or services and categories of goods or services
Code principles
Crown Agents is committed to complying with all export and import controls, sanctions and embargoes applicable to its business activities. Employees are required to ensure that all such controls, sanctions and embargoes are strictly complied with. Failure to do so could result in your dismissal, fines or imprisonment Crown Agents operates its own regime for handling or dealing in certain goods and services, known as its Sensitive Goods and Services Regime, pursuant to its Ethical, Human Rights and Environmental policies. A copy of its current Schedule of Sensitive Goods and Services can be found in the Compliance zone on gems Page | 38
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How should you behave
Before agreeing to transfer goods, technology, software or services across national borders you must understand which (if any) controls, sanctions and embargoes impact the goods etc you are considering exporting or importing You must seek appropriate specialist and legal advice if you have any doubts about any proposed export or import Ensure that you have seen and actually hold all required permits, approvals or other authority before exporting or importing any goods, technology, software or services across national borders Ensure that you know your clients, end-clients and suppliers and how they will use the goods, technology, software or service that you propose to supply to them Your understanding of the relevant controls, sanctions and embargoes must be up to date as these are subject to frequent change Ensure that none of the goods and services you have been asked to or are considering handling are listed in our Schedule of Sensitive Goods and Services You must get advice from Group Legal Services if you have any doubts about export or import controls, sanctions or embargoes
Ask yourself:
Do you understand the export/import controls, sanctions and embargoes regimes applicable to Crown Agent’s business Have all applicable duties, levies and taxes been paid Are you confident that you understand the nature and possible uses of the goods and services you are proposing to import or export Are you proposing to import or export restricted or prohibited goods or technology
Other policy and reference sources:
Money Laundering Policy Anti-Money Laundering Handbook Reporting and Whistleblowing Policy Sensitive Goods and Services Schedule on gems
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CHAPTER 6 Communications
The way you communicate with others as an employee, consultant or contractor of Crown Agents can have significant implications for you and Crown Agents. It is vital that all your communications are professional and appropriate. If not, you as an individual and Crown Agents may risk reputational damage and personal liability. Sloppy, unprofessional or inaccurate communications can present serious legal, regulatory, reputational and compliance risks for you and Crown Agents. The careless disclosure, copying, forwarding or circulation of communications can compromise the confidentiality and important legal protections afforded to some documents and information. You must adhere to Crown Agents’ policies and guidelines in this area. 1
Business Communications and Public Disclosures
2
Social Media
3
Data Protection and Privacy
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1: Business communications and public disclosures All communications made by or on behalf of Crown Agents’ by its employees, consultants or contractors reflect on Crown Agents and have the potential to give to rise legal liability and reputational damage. In this context ‘communications’ means all types and forms of communication, including but not limited to: letters, articles, reports, brochures and other advertising material, e-mail, telephone conversations and spoken word- however communicated, ‘blogs’, ‘tweets’, texts or social media, messaging, web content, presentation material and press or other media releases Organisations such as Crown Agents are required to make extensive public disclosures of their corporate and financial affairs, such as our annual report and accounts, – all of which must be true, accurate, consistent and not misleading. Such disclosures may be either written or oral.
Code Principles
Employees and consultants acting for Crown Agents must ensure that in all business communications whether or not Crown Agents’ media or facilities are being used, or in situations where they are or may be perceived to be acting on Crown Agents’ behalf, they act in a professional and appropriate manner and safeguard our legitimate interests Employees and consultants using social media or dealing with the media for personal purposes in the course of which they comment or are asked to comment on their work for Crown Agents, clients etc must comply with these principles All public disclosures must be authorised and the text or content approved in advance by the Communications and Public Relations Team All public disclosures must be true, accurate, consistent and not misleading Employees must not post or display comments about Crown Agents or their colleagues, clients, donors, suppliers, other business partners or their personnel which could be deemed: offensive, obscene, harassing or intimidating, in breach of Crown Agents’ diversity policy or otherwise unlawful Employees must not disclose any Crown Agents’ protected intellectual property, proprietary or confidential information (including, but not limited to, information regarding an individual Crown Agents Group company or the Crown Agents Group’s operations, projects, products, services, strategies, research, policies, systems, processes, financial performance or financial affairs, budgets, prices, proposals, bids, programmes, plans, funding arrangements, law suits or legal issues, clients or clients’ personnel, or any other information not generally known to the public) about which they learn as a consequence of their employment by, or their work with, Crown Agents Employees must not disclose any information which Crown Agents is under a legal or contractual obligation to keep confidential, or which its creator intended to be confidential or, where, by its disclosure, Crown Agents risks losing any legal privilege attaching to such information Employees or consultants acting for Crown Agents must not engage with the media concerning any Crown Agents Group company or its affairs unless specifically authorised and briefed to do so by the Group Knowledge and Communications Director
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Unless expressly authorised to do otherwise by the Group IT Risk and Compliance Manager employees and consultants must only communicate or transact business on Crown Agents’ behalf using officially approved Crown Agents’ e-mail addresses and internet service providers
How should you behave?
In all your communications at work when using Crown Agents’ communication equipment or facilities or when you are or may be perceived to be acting on Crown Agents’ behalf, you must ensure that:
you are clear and accurate
your tone is appropriate and consistent with our Values
it is not offensive, discriminatory or otherwise unlawful
you do not disclose or comment upon confidential or proprietary information of Crown Agents or its clients or other third parties where Crown Agents is under a duty of confidentiality without prior express approval
you are not articulating speculative opinions or commenting upon matters that are not within your area of expertise or responsibility
you are not ‘joking’ about or ‘making light’ of serious matters not capable of serious misinterpretation by business partners, regulators, law enforcement agencies or other third parties, who may not share your sense of irony or ‘wit’
you do not copy, forward or circulate information to third parties (whether within Crown Agents or externally) who have no strict ‘need to know’ of the matter or subject in question. This is particularly relevant where ‘strings’ of e-mails are concerned. Great care needs to be exercised to avoid inappropriately disseminating information unnecessarily – especially when the e-mail contains attachments
you do not disclose, copy, forward or circulate any communications or information including content which has been classified as any of the following - “Confidential”, “Strictly Confidential”, “Personal”, “Private and Confidential” or “Board in Confidence”; “Privileged”, “Privileged and Confidential”, “in contemplation of Litigation”, “Attorney Work Product”, “Attorney/Client Privileged” or similar, regardless of the form of the information or the media on which it is held, as your doing so might well compromise either the confidentiality intended by the communication’s author/creator or seriously jeopardise the legal privilege attaching to the communication. In either case there is the potential for great harm to Crown Agents
If you can see or are aware that the communication originated from either external lawyers or Crown Agents Group Legal Services, or relates to a matter that is or might become contentious (ie end up in a court) you must seek advice from Group Legal Services before disclosing, copying, forwarding or circulating it regardless of whether it bears any of the above classifications. If you have any doubts concerning the advisability or risk associated with any particular communication you must consult Group Legal Services before dealing with the communication in question.
Be objective when writing comments about individuals and make sure your comments are relevant and fair. Remember that all documents are liable to be disclosed in legal proceedings and regulatory investigations
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When any matter is required to be “approved” or “authorised” you must ensure that you receive a clear affirmative response. Do not assume or infer approval by the mere sending of an e-mail or other message When any matter is required to be “notified” or “reported” or where you regard it as important for the recipient to know of a particular matter, the requirement is not satisfied by you merely “carbon copying” or “cc”ing an e-mail to the recipient concerned. If notification or reporting is required or you consider the matter is important – the recipient must be an “addressee” of the e-mail and not a “cc” and the e-mail should make clear what it is you are notifying or reporting and why Remember:
that the transmission or communication of some classes of information across borders are subject to legal export/import controls and sanctions
communications incorporating competitively sensitive information may be a breach of competition or anti-trust laws
that there is no such thing as a ‘deleted’ e-mail or text message. ITS retains copies of all, including ‘deleted’, emails. In addition, all internet service providers (ISPs) and mobile telephone operators are required by law to retain copies of all e-mails and text messages (even so-called encrypted ones) they handle, and prosecutors, regulators and litigation lawyers have powers to compel production or disclosure of those copies
You must discuss any public relations or public disclosure issues or concerns with the Group Communications and Public Relations Team and only engage with the media or make any public disclosures about Crown Agents when you are specifically authorised to do so You must ensure that all or any public disclosures you are authorised to make are true, accurate, consistent and not misleading and do not compromise any confidential information from a client or third party or are under a duty to protect Misleading the public can be a legal or regulatory offence and can cause Crown Agents reputational harm. Individuals concerned may be liable to criminal sanction and disciplinary action, including dismissal.
Ask yourself
Am I completely satisfied that what I intend to say or write is true, accurate, consistent and not misleading Is this communication lucid and precise – particularly where the intended recipient comes from a different cultural background to you or where your language is not their first language Would I say this if the person concerned was present Would I care if this communication appeared in the public domain Would I care if this communication was used as evidence in legal proceedings Is this communication lawful By dealing with this communication in the way I propose am I compromising any legal privilege, confidentiality or Crown Agents security interest Is this communication necessary Do all the people I propose sending this communication to really need to see it. If I am copying or forwarding it to others without explanation, will they readily understand why I have copied it to them? If not, don’t copy them Page | 43
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Do I know precisely what information is contained in this ‘string’ of e-mails I am proposing to forward Am I using the most appropriate method of communication Do I have the requisite authority to make this disclosure or to engage with the media If I release this information might it damage Crown Agents, my colleagues, our clients or any others with whom we do business
Other policy and reference sources
IT Policies Media Enquiries Policy
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Section 2: Social media Crown Agents anticipates that it will increasingly make use of social media for marketing, promotional and communication purposes. Crown Agents has no wish to interfere with employees’ personal use of social media, however, where employees use social media either for business or personal purposes it is important they consider how these reflect on and that they guard against the risk of legal liability and reputational damage to Crown Agents.
Code principles In addition to the principles in Section 1 above (‘Business Communications and Public Disclosures’), employees are required to observe the following guidelines when using social media for personal purposes or Crown Agents’ business:
employees intending to use social media for Crown Agents’ business purposes, whether directly branded as Crown Agents or not (eg posting information and knowledge about our work, our domains or clients or markets) must first discuss their ideas with the Communications Team and agree how this will be managed employees must not represent their personal opinions as those of Crown Agents or leave any room for doubt that any such opinions are their own. Any post that indicates that they are a Crown Agents employee, should include a disclaimer to the effect that “these are my personal opinions and not those of Crown Agents” employees must not allow or create the impression by using Crown Agent’s Group logos, trademarks, links to Crown Agents’ websites, references to Crown Agents or any of its projects, products, services or publications or references to Crown Agents’ personnel or business that their personal opinions are those of Crown Agents or endorsed by it employees must ensure that any references to or regarding current or past employees or individual consultants or contractors do not breach the Crown Agents’ policies on employee and consultant references employees must not recommend or endorse current or former consultants, contractors, suppliers, service providers, advisers or other business partners or any of their personnel by reference to their work for Crown Agents. Employees must not use anonymous social media ‘tags’ or identities to disguise themselves in an attempt to avoid complying with any of the above principles.
Employees found to have disregarded these guidelines will be liable to disciplinary action, which might include dismissal.
How should you behave
When using social media for your personal purposes or on behalf of Crown Agents you should carefully consider whether any post you are about to make appropriately safeguards Crown Agents’ legitimate interests and whether it potentially places you or Crown Agents at risk of legal liability or reputational damage Page | 45
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You must ensure that any posts, concerning or which might be construed as concerning Crown Agents or its affairs, comply with the above principles and Business Communications and Public Disclosures policy and guidance in Section 1 above on pages 38 to 41 above
Ask yourself
If I was the person I am about to write about in my proposed blog or post, would I be offended or intimidated by what I propose to say Viewed from Crown Agents’ perspective, is my proposed blog or post constructive or damaging. If the latter – why am I sending it and is this the appropriate way to raise my concern Is anyone likely to misinterpret my personal opinions or views as those of Crown Agents? If so, what do I need to do to avoid giving the wrong impression Am I confident that the information I am about to disseminate is not confidential, subject to a legal obligation of confidentiality or privileged? Do I know who I should talk to in order to clarify the position Do I want Crown Agents or future prospective employers to read what I am about to post whilst they assess me for a new role. Is the amount of time I am spending on social media sites whilst I am at work appropriate and reasonable from Crown Agents’ perspective
Other policy or reference sources:
IT Policies Media Enquiries Policy
3: Data protection and privacy Crown Agents is committed to respecting people’s privacy and the confidentiality of personal information and will only collect, hold, use or distribute personal information that is needed to operate effectively or to comply with the law. We will not normally have any interest in your private life unless it adversely impacts on your performance at work or poses a threat to Crown Agent’s legitimate business interests or its reputation. The Monitoring of Communications Policy explains the circumstances in which e-mail, internet and telephone usage may be monitored or investigated. In this context ‘sensitive personal information’ relates to:
racial or ethnic origin political opinions religious or other similar beliefs membership of trade unions physical or mental health or condition sexual life Page | 46
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convictions, proceedings and criminal acts
and is distinguished from ordinary personal data, which includes: names; addresses; contact numbers; e-mail addresses.
Code principles
All personal information concerning individuals must be respected and protected from misuse Any employee entrusted with responsibility for collecting, holding, using or distributing sensitive personal information of any kind must ensure that they strictly comply with Crown Agents confidentiality and data privacy policies and guidance The unauthorised possession, attempt to access and/or failure to keep sensitive personal information confidential and secure may lead to dismissal and/or prosecution All sensitive personal information concerning individuals must be classified as “Confidential”
How should you behave?
You must adhere to Crown Agent’s data protection and confidentiality policies and all applicable guidance You must take appropriate physical and IT measures to secure sensitive personal information Never attempt to access, grant access to or provide personal information unless you have specific authority to do so. Take appropriate security measures to protect the data when you do have such authority Only collect or handle personal information if you have specific authority and then only to the extent and for the purposes specified in your authority You must inform individuals why you are collecting their personal details and of the uses you intend to put it If you are considering a new data flow (ie outside established arrangements within Crown Agents), before transferring any sensitive personal information across national borders or setting up new databases of personal information with access for users in different countries you must ensure that you have taken advice from the Group Data Protection Officer, are authorised to do so and have in place all the safeguards required by Group Data Protection Officer If in any doubt, seek advice from Group Legal Services or the Group Data Protection Officer Be aware of local laws (both in the source or originating country and intended destination countries) regarding privacy and data protection and make sure you understand these before you transfer any personal data outside its originating country
Ask yourself:
Do I understand the applicable Data Protection/Privacy Law and Crown Agents’ policy regarding this personal information? Am I authorised to access, collect, use or distribute this personal data? Page | 47
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Have I put in place arrangements for this personal information to be destroyed either as soon as it is no longer required or, if required to be retained for any minimum period, as soon as possible thereafter Have I made sure that the information I am dealing with has an appropriate document classification.
Other policy or reference sources:
IT Policies Media Enquiries Policy Document Retention and Archive Policy Confidentiality Policy
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CHAPTER 7 Protecting information and other assets All employees of Crown Agents’ are entrusted with the care of Crown Agent’s proprietary information, physical assets and intellectual property. We all have a duty to protect those assets. The fraud, theft, abuse or misuse of Crown Agent’s assets is a breach of trust and unacceptable. 1
Crown Agents’ Intellectual Property
2
Personal Use of Crown Agents’ IT equipment & facilities
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Section 1: Crown Agents’ Intellectual property Intellectual property (IP or IPR) means inventions (patents); rights in computer software, database rights, rights in confidential information (including ‘know-how’ and trade secrets); copyright and related rights, trademarks, trade names, service marks and domain names, whether registered or unregistered and all similar rights or forms of protection.
Code principles
Employees must treat Crown Agents’ intellectual property the same as all other Crown Agents assets and have a clear duty to protect Crown Agent’s intellectual property Trade Marks: any proposed use of a new name, acronym or logo for or in connection with a Crown Agents’ product or service (which may become or be deemed to be a trademark) must be referred to Group Legal Services for clearance Copyright: employees can expect to generate copyright material in the course of their employment with Crown Agents. The copyright in all such material belongs to Crown Agents Training Materials: the copyright in training material produced by employees or independent training consultants for use in Crown Agents training courses (whether external or internal)belongs to Crown Agents and must not be used by employees or independent training consultants for non-Crown Agents purposes without the express prior approval of an Executive Director Commissioned Copyright Material: Crown Agents’ position is that it will retain ownership of the rights in all works which it commissions, including without limitation: software, databases, elearning material, publicity and promotional material, videos, ‘white papers’, ‘advertorial’, presentation material, technical specifications and management and other process system documentation. All employees dealing with such material or works are required to take legal advice from Group Legal Services and to ensure that Crown Agents’ rights are appropriately protected in all contractual documentation dealing with the commissioning of such material or works Crown Agents’ employees working on the development of Crown Agents’ software and related products must ensure that the source code for the software is appropriately protected and that all Crown Agents’ software is appropriately documented and appropriate protocols are in place with developers and any consultants working on or having access to the source code or documentation to ensure that these are not copied, removed, abused or stolen The failure by employees to take appropriate steps to safeguard any of Crown Agents intellectual property or who are responsible for its theft or abuse will be liable to disciplinary action including dismissal irrespective of any criminal or civil sanctions
How should you behave?
You must cooperate in Crown Agents’ processes to protect its intellectual property If you have any concerns regarding weaknesses in any Crown Agents intellectual property controls or processes you should raise these with your Line Manager All employees creating or dealing with Crown Agents’ intellectual property have a duty to ensure that it is properly protected and, specifically, must not allow third parties to have access Page | 50
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2:
to or use it without first ensuring that advice has been obtained from Group Legal Services and duly acted upon All employees creating or working with Crown Agents’ intellectual property must be required to sign contracts of employment incorporating appropriate terms to protect Crown Agent’s intellectual property
Personal use of Crown Agents’ IT equipment and facilities
Within this Code “IT equipment and facilities” includes but is not limited to: lap top and desk top computers, mobile and desk top telephones and devices and internet facilities. Crown Agents’ currently permits employees to use its IT equipment and facilities for limited personal purposes (“limited personal use”). All business and personal use is logged and monitored by Crown Agents.
Code principles:
Employees must only use Crown Agents’ IT equipment and facilities in compliance with all applicable laws and applicable Crown Agents policies and guidelines Excessive or improper use of this equipment or facilities may be illegal and may cause harm or loss to Crown Agents Employees permitted limited personal use does not extend to include use in connection with any non-Crown Agents’ business or outside business venture, whether declared to Crown Agents or registered in our Register of Interests or not Your permitted limited personal use must not generate any significant cost to Crown Agents or negatively impact your productivity Employees are personally responsible for the control of any Crown Agents IT equipment or facilities issued to or authorised to be used by them, as the case may be. If they fail to protect Crown Agents’ IT equipment or facilities for which they are responsible from abuse by others, they will be held responsible for any such abuse.
How should you behave
Limited personal use means just that and must be only occasional and brief. However, exceptionally, employees travelling or assigned to work outside their home country may make use of Crown Agents’ IT equipment and facilities to stay in touch with their families back home You must not use Crown Agents’ IT equipment or facilities to upload, download, view or copy indecent, pornographic, offensive or illegal material or material which could cause offence, anxiety, annoyance or inconvenience You must continuously apply all required IT security measures, including passwords You must not install any applications or software or attach or remove any hardware without prior authority from the IT department in accordance with Software Usage and Laptop Security Policy You must not use any Crown Agents’ IT equipment or facilities for any immoral or unlawful activity or purpose, to gamble, ‘hacking’, harassment, ‘cyber’-bullying or any other form of Page | 51
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cybercrime
Ask yourself
Can I sensibly justify my personal use Is any of the material I have downloaded, uploaded or copied objectionable Have I got approval for the software I want to install Am I going to be embarrassed or worse if IT inspect my browser history or the contents of my hard-drive or personal folders
Other policy or reference sources:
IT Policies
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CHAPTER 8 Who should I talk to if I have a concern This Global Code of Conduct cannot sensibly attempt to cover every situation in which you may find yourself. If you have knowledge or suspicions of behaviour by others or have been asked to agree, engage in or ‘turn a blind eye’ to behaviour concerning Crown Agents which concerns or troubles you and which you cannot resolve yourself, try asking yourself whether this behaviour:
is consistent with Crown Agents’ Values
complies with this Code or our Ethical Code for Business Partners, either strictly or in spirit
feels morally or ethically right, or whether
I would care, be ashamed or embarrassed explaining this behaviour to my colleagues, family or friends
I would care if my involvement or failure to act was forensically examined in a court of law or exposed by the media
I have taken appropriate advice from others in Crown Agents who have knowledge of the subject matter and/or Group Legal Services and/or Group Compliance
If you cannot answer a definitive ‘Yes’ to all of the above questions, do not agree or engage in the behaviour in question and promptly seek appropriate advice. Advice and support can be sought from the following:
your Line Manager
your Human Resource contact
Group Legal Services
Group Compliance
TEL (see below)
It is critical that you do not leave the matter unresolved. You have a duty to report any suspected misconduct or other suspicious behaviour honestly, in good faith and without delay. If you do so, you will be supported by Crown Agents – even if it turns out that your suspicions were mistaken.
Where and how can I raise an issue or concern? Crown Agents has established a global confidential whistleblowing hot-line called ‘The Ethical Line’ or TEL for short. This facility is there for you to use:
if you want to report a situation where you think the law or Crown Agents’ Global Code of Conduct or Ethical Code for Business Partners or any of Crown Agents policies is not being upheld, or
if you think an issue or concern along the lines of the above that you have already reported by some other means is not being handled properly.
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Please note that TEL must not to be used for HR grievances, customer complaints or complaints or grievances by Consultants, Contractors or other business partners that do not relate to suspected violations of the law, our codes or policies. Telephone calls to TEL are free and its lines are open 24 hours a day and 7 days a week. The relevant numbers are listed below, as is the web access and confidential e-mail address for those who prefer to use these methods. TEL is operated by Expolink, an independent external company which specialises in operating confidential global telephone, web and e-mail reporting systems, and which has been engaged to provide this service for Crown Agents. Q:
How can I contact TEL?
A:
TEL can be accessed in any of three ways: a) by telephone, using the contact numbers listed below b) via the web, by following this link: http://www.expolink.co.uk/whistleblowing/for-employees and you will then be asked for the company access code: “crownagentsTEL” c) by e-mail, by sending an e-mail (anonymised if you wish) to:
[email protected]
Q:
What happens when I call TEL?
A: A member of Expolink’s trained personnel (“the operator”) will take a written note of your call and then make a confidential report to Crown Agents in Sutton. Expolink will not tape record or trace your call. You can phone, send a web report or e-mail them in total confidence. Q:
Will I be required to give my name?
A: We would prefer that you did give your name as this will help us to better assess your issue or concern and it may enable us to deal with your issue or concern more quickly. Giving us your name will enable us to contact you to get a better understanding of your issue or concern and to provide you with feedback. However, save for citizens of Spain and Portugal where whistleblowers are legally required to give their names, you have the right to make an anonymous report to TEL. Even if you do wish to make an anonymous report, we would ask that you agree with the TEL operator a method for us (through the operator) to contact you again. If you wish, to enable us to contact you about your report, you can give your name and contact details to Expolink and instruct them not to pass these on to Crown Agents. We and Expolink will respect your stipulation. Q:
Can I speak to TEL in a language other than English?
A: Whilst the initial TEL operator will answer in English, Expolink can make qualified interpreters available but this may necessitate a brief delay while this is organised or they may need to call you back. Q:
Who in Crown Agents will get to know about my call, web report or e-mail (‘report’)?
A: The details of your report will only be known to the Chief Compliance Officer, Chief Executive and Chairman and such other persons who are specifically involved in the investigation of your issue or concerns and the relevant Crown Agents’ main board committee(s) to which the investigators are Page | 54 Who should I talk to if I have a concern 14 November 2012
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required to report. Should your issue or concern directly concern the Group Chief Compliance Officer and/or their designated deputy, Chief Executive or Chairman they will be excluded from knowledge of your details and report. Q: TEL?
Will I get any feedback on what is happening about the issue or concern I have reported to
A: Yes, whether you give your name and contact details or, if you wish to remain anonymous, you should agree with the TEL operator a feedback method for us to get back to you, such as you ringing back the TEL operator within an agreed timeframe. The TEL operator will give you a case number so that you can call them to find out what is happening. We will do our best to notify you through TEL when we believe the issue or concern you reported has been resolved. Please note that in some circumstances, for example where criminal investigations or privacy rules apply, we may not be able to provide you with full details. Q:
What if I’m not absolutely sure that there is something not right going on?
A: If you honestly and in good faith have a concern that the law, our Codes or Crown Agents’ policies are not being complied with, or are about to be or has been breached, then it is important that you report it without delay to your Line Manager, Departmental or Divisional Head, Group Legal Services, Group Compliance, an Executive Director or via TEL. If you make such a report in good faith and it turns out that your belief or suspicions were mistaken you will not be penalised in any way. Q:
How can I be certain that I will not be penalised or victimised?
A: Crown Agents is committed to actively encouraging good faith reports of concerns and issues of this nature and to protecting the makers of such reports from penalty and victimisation. Accordingly, we are fully committed to protecting you from penalty and victimisation and to maintaining the independence and confidentiality of the TEL facility. Anyone who attempts to undermine our commitments in this regard will be liable to disciplinary action, including dismissal for gross misconduct. In addition, in certain jurisdictions you may also be protected under protection of disclosure laws. Q:
What if someone makes a malicious or frivolous report?
A: Any employee of Crown Agents found to have made a malicious or frivolous report to TEL, or to have deliberately given false or misleading information, will be liable to disciplinary action, including dismissal for gross misconduct. Any consultant, contractor or other party with whom Crown Agents has a contract or an employee or director of such entities who makes malicious or frivolous reports to TEL, or who deliberately gives false or misleading information to TEL, is liable to having their or its contract(s) with Crown Agents terminated for cause. Importantly, Crown Agents’ TEL facility is only intended to be used for good faith reports of issues or concerns regarding breaches of the law and/or of Crown Agents’ Global Code of Conduct or Ethical Code for Business Partners. (Calls made for other purposes are liable to be treated as frivolous.) Q: I am not an employee of Crown Agents but want to raise an issue or concern regarding a possible breach of the law or Crown Agents’ Global Code of Conduct or Crown Agents’ Ethical Code of Business Partners, can I do so by using TEL? Page | 55 Who should I talk to if I have a concern 14 November 2012
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A: TEL is open to anyone who cares about Crown Agents. Crown Agents positively encourages anyone, whether an employee or not, who has an honest and good faith concern or issue regarding a possible breach of the law involving Crown Agents or any of its agents or business partners or Crown Agents Global Code of Conduct to report to Crown Agents as soon as ever possible either directly or using TEL, if you prefer. When using TEL please make sure you inform the operator that your call relates to a Crown Agents company. Note: If your issue or concern does not relate to a possible breach of the law, Crown Agents’ Global Code of Conduct, Ethical Code for Business Partners or Crown Agents’ policy you should not use TEL but, instead, contact Crown Agents directly. Crown Agents’ global office contact numbers can be found on Crown Agents’ website (www.crownagents.com) or your nominated Crown Agents contact if you are a consultant, contractor, supplier or other business partner of Crown Agents.
Other policy or reference sources:
Crown Agents’ Reporting and Whistleblowing Policy
The Ethical Line (TEL) contact numbers, web and e-mail addresses In each case you will be speaking to an operator of Expolink, Crown Agents’ independent global whistleblowing hot-line contractor. International Freephone Numbers Country Argentina Australia Austria
Freephone active Yes Yes Yes
Freephone number 0800 6662603 1800 121 889 0800 281700
Bahrain Bangladesh
Yes Yes
Belgium Brazil Bulgaria Canada Chile China Netcom (North) China Telecom (South) Croatia
Yes Yes Yes Yes Yes Yes Yes Yes
80004475 Bangladesh dials 157001 then the caller will either get through to the operator or hear a recorded message which will then prompt them to dial 8779167615. 0800 71025 0800 891 8807 00800 110 44 74 1888 268 5816 123 002 004 12 00800 3838 3000 10800 441 0078 0 800 222 845 Page | 56
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Country Columbia Costa Rica Cuba
Freephone active Yes Yes
Cyprus Czech Republic Denmark Egypt Eire Estonia Finland France Germany Greece Hawaii Hong Kong Hungary Iceland India Indonesia Israel Italy Japan Korea (South) Latvia Lithuania Luxembourg Malaysia Malta Mexico Netherlands New Zealand Norway Pakistan Philippines Poland Portugal Puerto Rico Romania
Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes
Freephone number 01800-944 4796 08000440101 For Cuba dials 2935 then he will either get through to the operator or hear a recorded message which will then prompt them to dial 8779167615 800 95207 800 142 428 8088 4368 0800 000 00 23 1800 567 014 800 00 44 265 0800 116773 0800 900240 0800 182 3246 00800 441 31422 1866 293 2604 800 930770 06800 14863 800 82 79 000 800 440 1286 001 803 0441 1201 1809446487 800 783776 00531 78 0023 00308 442 0074 8000 26 70 8800 30 444 8002 4450 1800 807055 800 62404 01800 123 0193 0800 022 9026 0800 443 816 800 14870 00800 900 44181 1800 1442 0076 00800 441 2392 800 880 374 1866 293 1804 08008 94440 Page | 57
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Country Russia Saudi Arabia Singapore Slovakia Slovenia South Africa Spain Sri Lanka
Freephone active Yes Yes Yes Yes Yes Yes Yes Yes
Sweden Switzerland Taiwan Thailand Turkey United Kingdom UAE (United Arab Emirates) USA Venezuela Vietnam
Yes Yes Yes Yes Yes Yes Yes
Freephone number 810 800 2058 2044 800 844 0172 800 4411 140 0800 004461 0800 80886 0800 990520 900 944401 011 244 5413 (dialling from Colombo omit 011) 0200 285415 0800 563823 0080 10 44202 001 800 442 078 00800 4463 2066 0800 374199 8000 44 138 73
Yes Yes Yes
1877 533 5310 0800 100 3199 120 11527
Where there is no Freephone number please communicate the following: Collect call/reverse charge number steps as follows: 1
Caller dials their country operator
2
Asks for an international collect call or reverse charge to: 0044 1249 661 808
3
Operator will dial the number and speak to an Expolink Operator who will accept the call and charges
4
Country operator connects caller to Expolink, leaves the call and then the call takes place as normal
Web Access You can access TEL via the web by following this link: http://www.expolink.co.uk/whistleblowing/for-employees and you will then be asked for the company access code “crownagentsTEL”
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E-mail You can e-mail TEL by sending an e-mail to:
[email protected] ______________________________________________
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CHAPTER 9 Appendices
9.1 Guidance on dealing with demands for so-called ‘facilitation payments’ and other bribes Introduction Crown Agents’ zero tolerance policy of bribery and corruption: Crown Agents does not and will not pay, solicit, receive, authorise or condone the payment or receipt of bribes (including so-called ‘facilitation payments’) anywhere in the world by any person on its behalf or for its benefit. Any employee, who pays, receives, solicits, authorises or colludes in the payment, receipt or solicitation of a bribe will be liable to disciplinary action, including dismissal, regardless of any criminal or other sanction. Any business partner of Crown Agents, who pays, receives, solicits, authorises or colludes in the payment solicitation or receipt of a bribe will be liable to summary termination of their or its contract for cause, without prejudice to any other claim or remedy to which Crown Agents may be entitled under the contract or the law. Despite its approach to bribery Crown Agents recognises that staff may be confronted with situations where bribes, so-called “facilitation payments”, “speed” or “grease” payments are demanded of them. In this guidance we distinguish between the context of the demand for the bribe and not, as in some legal systems, by reference to the scale of sum demanded or by reference to what the bribe is sometimes characterised as. It is important to recognise that a bribe is a bribe regardless of whatever it is called and regardless of the size of the sum involved. 9.1
DEALING WITH SMALL BRIBES TYPICALLY DEMANDED BY OFFICIALS OR SERVICE PROVIDERS SIMPLY AS AN INCENTIVE TO THEM TO PERFORM THEIR DUTY OR OTHER OBLIGATIONS EITHER PROPERLY, EXPEDITIOUSLY OR AT ALL.
A facilitation payment or gift (usually but not necessarily paid to a public or government official) to cause the recipient to perform a duty or function or to expedite such performance, as distinguished from the payment of a lawful or officially sanctioned and imposed fee for the performance of such a duty or function. Facilitation payments are sometimes called ‘speed’, ‘grease’, ‘baksheesh’ or ‘kickbacks’, ‘favours’ or even ‘tips’. Under UK bribery law, which applies to all Crown Agent’s employees and activities worldwide, the payment of all such bribes is a criminal offence and is prohibited and subject to Crown Agent’s Zero Tolerance policy (see page 20). The only exception to this rule is where you, acting in good faith, perceive a real immediate risk of personal harm or unlawful detention to yourself or other Crown Agents personnel (or consultants or contractors or your or their family present) if you do not pay the bribe. This is a very rare situation and is dealt with in 9.2 below. Crown Agent’s Zero Tolerance policy means that unless the above-mentioned exception truly applies – such bribes Page | 60 Appendices 14 November 2012
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must never be paid by Crown Agents employees or business partners – regardless of the business or other consequences. Here are some suggested strategies for dealing with such demands. In all cases try to remain calm and:9.1.1
request to see where there is a sign, notice or publication stipulating that the payment and the amount demanded is legally required
9.1.2
say you must receive an official receipt for all such payments and cannot pay without a receipt
9.1.3
say if no official receipt is forthcoming you will be obliged to report this incident to your employer who is legally obliged to report the matter to the relevant UK authorities
9.1.4
explain that you work for the Crown Agents, which is a British Company and whose employees are prohibited by law from making such payments
9.1.5
ask to speak to the bribe demander’s supervisor and repeat 1 & 2 above to him/her.
9.1.6
ask for or try to get the name(s) of the bribe demanders concerned.
If you are refused entry or the service you require unless you pay the bribe demanded and are not in any immediate personal danger or risk of unlawful detention from the person(s) demanding the bride - (it is not sufficient that the official(s) appears to be carrying a gun in a holster or is carrying a weapon that he/she is not menacing you with) - you must decline to pay the bribe and accept that you will not get entry or whatever other permit or service you require. Crown Agents employees will not be penalised in any way for any adverse business consequences flowing from your refusal to pay such bribes. If you consider that business will be delayed or impeded or your schedule has to be re-arranged as a consequence of your refusing to pay a particular bribe, you should alert those affected and agree a contingency plan to counter or mitigate those consequences. Without exposing you or your colleagues to any risk, try to collect any information you can to include in your report (see 9.2.2 below). As soon as practically possible after the incident you must notify Group Compliance of the incident using the prescribed form. 9.2
BRIBES DEMANDED IN CIRCUMSTANCES WHERE THERE IS A GOOD FAITH PERCEPTION OF IMMEDIATE ACTUAL PERSONAL DANGER OR RISK OF UNLAWFUL DETENTION TO ANY CROWN AGENTS EMPLOYEES OR BUSINESS PARTNERS OR THEIR FAMILIES PRESENT.
9.2.1
Happily such situations arise only very rarely. Once it is clear to you that you and/or your colleagues or family are in real danger from the individual(s) demanding the bribe, pay it and get away to safety as fast as you can.
9.2.2
Try to get and remember the name of the individual(s) concerned, any ID numbers, personal descriptions or the registration of their vehicle, the name of the organisation they supposedly represent, rank insignia (whatever you can). Page | 61
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9.2.3
Once you are safe and comfortable to do so, you must telephone or e-mail the Chief Compliance Officer to report the incident. As soon as practically possible thereafter you and any other Crown Agents employees or representatives of our business partners involved in or who witnessed the incident, must individually file separate reports with their respective Crown Agents Line Managers and the Chief Compliance Officer using the Report Form attached in Annex 1 to these guidelines. You should not report the incident through the TEL the Group’s whistleblower hot-line.
9.2.4
Following receipt of the individual reports of the incident, and if he is satisfied that this only exception to Crown Agents’ zero tolerance policy applied, the Chief Compliance Officer will send you an Incident Number. When reclaiming the bribe payment as part of your expenses (if you had to pay it from your own funds) or recording the payment in the relevant accounts you must describe it as a ‘reported facilitation payment’ and quote the Incident Number sent to you by the Chief Compliance Officer and he/she will initially deal with the matter with internal finance, auditors or external authorities. Clearly, it may be necessary for you to explain the matter further if required by auditors or any external agencies concerned. Importantly, you must never attempt to disguise such a payment when it is recorded in the relevant company’s books of accounts as this is itself an offence and contrary to Crown Agents’ accounting policies. If the Chief Compliance Officer is not satisfied that the exception applies the matter may lead to disciplinary action and possible criminal sanctions.
Other policy and reference sources
Declined Facilitation Payment Demand Report Contact details for:
Chief Compliance Officer
CA 24 hour personal emergency contact
Group Legal Services
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9.2 Guidance on what is meant by the term “politically exposed person” or “PEP” A “politically exposed person” is a person who holds or within the last year has held or been appointed to one of the following prominent public offices or functions by a community institution (e.g. the European Union or African Union), a public international body, (e.g. the United Nations and any of its agencies, the World Bank or any multi-lateral development bank) or by a state:
heads of state, heads of government, ministers and deputy or assistant ministers members of parliament members of supreme courts, of constitutional courts, or of other high-level judicial bodies whose decisions are not generally subject to further appeal, except in exceptional circumstances members of courts of auditors or of the boards of central banks ambassadors, charges d’affairs and high-ranking officers in the armed forces members of the administrative, management or supervisory bodies of state-owned enterprises anyone holding a legislative, administrative or judicial position, not otherwise captured above, of any kind and at any level (for example at a local government, regional government or national government level) officials or agents of public international organisations (for example the European Central Bank) Note: middle ranking and junior officials are not PEPs
or is a family member or “known close associate” of a politically exposed person. Family members of a politically exposed person include that person’s spouse, partner, children and their spouses or partners and their parents. A “known close associate” of a politically exposed person is a person with whom joint beneficial ownership of a legal entity or legal arrangement is held, with whom there is a business relationship, or who is a sole beneficial owner of a legal entity or arrangement set up by the primary politically exposed person (i.e. a friend or someone simply known to a PEP or who has contact with a PEP is not a ‘known close associate’ for these purposes).
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9.3
Examples of suspicious transactions or behaviour or “red flags”
In dealing with or in negotiating transactions with individuals or organisations with whom Crown Agents is considering doing business (prospective counterparties), certain behaviour or transaction terms proposed by the prospective counterparty should arouse suspicion with the employee involved that the prospective counterparty may not share Crown Agent’s zero tolerance approach to fraud, bribery and corruption. Similar behaviour or proposals during the course of doing business may also indicate possible corrupt behaviour. Examples of such suspicious behaviour or transactions are: During bid or contract negotiations:
insufficient, false, or inconsistent information provided by the person;
cash transactions that are not consistent with the business activities of the person;
wire transfer activity that is not consistent with the business activities of the person;
request by a counterparty to structure a transaction to evade normal record keeping and/or reporting requirements;
unusual funds transfers coming from high risk foreign countries;
the counterparty is reluctant to or refuses to provide any information requested for the purposes of due diligence;
the counterparty opens a number of bank accounts under one or more names and asks for payments to be distributed among those accounts or deposited in those accounts in small increments, particularly if the sums involved are less than £5,000 or US$10,000;
transactions where the counterparty appears to encourage inflating bids or prices which his organisation will accept;
payments through a third-party, other than a bank, that has no contractual relationship with Crown Agents;
when there are concerns or signs that the counterparty is not acting on his or her own behalf, trying to conceal the true beneficiary’s identity;
transactions with counterparty with unknown addresses, “care of” addresses, post office addresses, or who provide insufficient or false information;
transactions using shell companies as middlemen, especially those domiciled in secrecy havens;
transactions carried out by several individuals and companies without a clear relationship, usually on behalf of a non-resident third party;
money or property passed or to be passed through a representative to a public official coincident with his or her taking decisions affecting Crown Agents or undertaking actions favourable to Crown Agents;
use of representatives who have (or their families have) close connections to the government or a state owned enterprise or a political party or to a potential buyer based in the country in which the representative is doing business;
gifts or gratuities or payment of travel related expenses to government officials or political party officials, candidates for public office, or their families or other potential customers;
extravagant entertaining of government officials or party leaders or their families;
extravagant entertaining of Crown Agents employees or business partners by local representatives;
indirect payments to government officials or party leaders or their families; Page | 64
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use of Crown Agents or representative facilities by government officials (e.g. cars, drivers, offices, club memberships, private planes etc);
requests for commission outside that specified in the Crown Agents Commission Policy as approved by the Board, retainers, or other fees or requests for an increase in commission or other remuneration when a decision is imminent;
requests for funds in advance because of unbudgeted expenses that have been met;
unusual method of payment in a third country proposed by a representative;
appointment of a representative immediately prior to a contract award;
lack of transparency in expenses and accounting records;
use of a representative, consultant or contractor who has an apparent lack of qualifications, experience or resources;
requests by a government official or supplier to use or only deal with a specific Crown Agents representative or executive;
refusal to undertake to abide by Crown Agent’s ethical or anti-corruption policies or codes;
Dealings with competitors
requests or suggestions to fix purchase or selling prices or other trading conditions
requests or suggestions to share markets or sources of supply;
agreements to apply different trading conditions to equivalent transactions, thereby putting some parties at a competitive disadvantage;
request to make a contract subject to unrelated transactions;
request from competitors to share commercially sensitive information;
abusive conduct resulting from a position of dominance thereby enabling the imposition of unfair purchase or selling prices, limited production of markets or technical development to the prejudice of customers;
requests for private meetings with public or government officials on a ‘one to one’ basis;
local representatives or colleagues being reluctant to confirm or disclose the purpose or subjects discussed at private meetings with public or government officials or their representatives or meetings with competitors;
Fraud ‘red flags’
audit findings deemed to be errors or irregularities;
transactions taking place that were at an odd time, odd frequency, unusual amount or to odd recipients;
internal controls that are not enforced, or often compromised by higher authorities;
discrepancies in accounting records and unexplained items on reconciliations;
missing documents, or only photocopied documents available;
inconsistent, vague or implausible responses arising from inquiries;
unusual discrepancies between the client’s records and confirmation replies;
missing inventory or physical assets;
excessive voids or credits;
common names or addresses of payees or customers;
alternations on documents (e.g. back dating); Page | 65
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duplications (e.g. duplicate payments);
Collusion among employees, where there is little or no supervision;
One employee has control of a process from start to finish with no segregation of duties.
In the procurement process
Complaints from bidders and other parties - Complaints are a vital source of information about fraud and corruption in Crown Agents projects. Many complaints, while not mentioning the words fraud and corruption, upon investigation sometimes lead to the discovery of such misconduct. For example, a complaint about missing or defective materials could indicate low capacity, but it could also indicate that in exchange for bribes, defective materials were accepted. Complaints can relate to any type of scheme or risk.
Numerous contracts with values just under procurement thresholds (contract splitting) - Often in corruption or fraudulent schemes the perpetrators endeavour to avoid higher level review or competitive bidding. To this effect, they often tailor a contract to fall just under the procurement threshold, or seemingly arbitrarily split a contract into several smaller contracts to accomplish that purpose.
Unusual Bid Patterns:
Bids are distinct from one another by a systematic percentage i.e. 1%, 3%, 10% Bids are inexplicably too close or too far apart (i.e. less than 1% or more than 10% between the lowest bid and the subsequent lowest bid Losing bid prices are round or unnatural numbers e.g. 355,000 or 65,888,000 USD Unexplained inflated bid prices, i.e. total bid or components or the bid are unjustifiably higher than the cost estimate Losing bidders become subcontractors Apparent rotation of winning bidders Delays in completing the bid evaluation report or contract award and signing may indicate negotiation of corrupt terms Repeated extension of bid security In collusive bidding cases, it is not unusual for the designated winner to coordinate the bidding by the other participants – dictating prices to be bid by others to ensure that the designated winner’s bid is the lowest. This often includes the coordination of the preparation of bids on behalf of the collusive bidders. The designated winner might also use subsidiaries, affiliates or shell companies (firms that are set up as a front for illegal activities), to submit complementary bids. In several cases, investigations revealed that the designated winner faxed the bids for all bidders from a single fax machine. Additional red flags are: bidders that have identical last names, addresses, fax, telephone numbers; or bids that have sequential bid security numbers indicating they were purchased by one individual. A close review of the bid documents could reveal the use of the same type face or letter print styles, the same spelling mistakes, etc. Page | 66
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In some industries or geographic areas where collusive bidding is more prevalent, bid prices can be 30% or more above the government estimate.
Seemingly inflated fees of agents or prices of goods - Fees can be used to disguise corrupt payments. These fees often take the form of the involvement of an unnecessary middleman (otherwise known as broker, agent or facilitator). Two scenarios are:
An international contractor hires a local agent to “assist” with the bid preparation and contract negotiations. The fee paid to the local agent is non-distinct and/or itemised and often used to pay the agreed bribes
A procurement unit places an order for office equipment with a middleman at a certain price per computer. The broker buys the equipment from a local firm for a much lower price per computer (or buys even cheaper substitutes) and keeps the profit or splits the profit with the procurement personnel.
Suspicious Bidder - Bidder is not a legitimate entity - If you have questions about the winning bidder, do some due diligence by searching the telephone directory, checking the winning bidder’s website, etc to establish whether the company is a legitimate entity. The following may be at play:
Unscrupulous persons have set up a fictitious company/consulting firm to obtain contracts
Project personnel have set up a fictitious contractor to submit false invoices
A “shadow bidder” has submitted higher priced bids to facilitate the selection of the designated winner and to give the appearance of competition
These fictitious companies, also called front, shell or “suitcase” companies, have no substantial assets or permanent business facilities; often they are not registered or listed in business or telephone directories.
Lowest evaluated bid is unjustifiably declared non-responsive - This red flag can indicate bid rigging. Project officials with a hidden interest in a contractor, or expecting to receive kickbacks from a contractor (sometimes on behalf of other government officials) often pressure bid evaluation committee members to declare the lowest evaluated bid(s) unresponsive, thereby allowing the award of the contract to their preferred contractor, who often offers a much high price and/or is only marginally qualified.
Unjustified and/or repeated sole source awards - Requests for an exception to the approved procurement procedure to allow for the awarding of contracts to a single bidder should be closely reviewed. Often, these requests are made for so-called reasons of “urgency”. The contracts being sought are awarded on the basis of false justifications or they are split into multiple contracts, in order to bring their value under procurement thresholds.
Unjustified changes in contract terms and value - A change to the initial contract in the amount or type of services, and/or an increase in price from what was bid before the contract is signed, should be reviewed carefully. Profits can be generated by unjustifiably increasing the price and/or quantity of the services between the time the contractor is selected and the signing of the contract through a change in scope, (participation of) key personnel, manufacturing unit rates, or the General Conditions of Contract (GCC). In addition, once the contract is implemented, the contractor could substitute services by those of lesser value, Page | 67
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quality and/or not use the agreed man hours.
Multiple change orders to the contract - After the contract has been signed and during implementation, change orders are often proposed. While there are circumstances in which change orders are legitimate, there are also circumstances where the client and contractor collude to increase the value of the contract without actual delivery of any new products/services.
Goods/Services are of low quality or not delivered - In many cases low quality or undelivered goods, works or services is a strong indicator of fraud and corruption. When a contractor uses bribes and kickbacks or colludes with other bidders to procure a project, these illicit costs need to be recovered in order to still make a profit. The most common ways to do this are to:
Inflate the contract price of works/goods/services delivered
Deliver less works/goods/services than specified
Deliver low-quality works/goods/services than specified
The above is often preceded by a manipulated selection process.
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9.4 Examples of black flags Black flags will almost certainly act to prevent you from proceeding to do any business with the proposed counterparty. Such information may come to light either in the course of your dealings with any proposed counterparty, including prospective clients, or in the process of our due diligence on them. To avoid your spending time on a project or transaction that may well not be approved, you should not delay in reporting any black flags or other red flags or suspicious circumstances to Group Compliance. The following is a non-exhaustive list of black flags: 1
Where the proposed counterparty or anyone associated with them:
1.1
has been convicted of an offence relating to corruption or other serious criminal activity;
1.2
is listed by any country or organisation as being involved in terrorist or money laundering activities;
1.3
is listed by UK, USA, and EU as a sanctioned person or organisation;
1.4
is known or it is suspected may engage in fraud, bribery or corruption or has or appears to have, a reputation (whether apparently justified or otherwise) for behaviour which may be prohibited by law or by Crown Agents’ Anti-Fraud, Bribery and Corruption Policy;
1.5
is reasonably believed to be likely to make improper payments or gifts or give improper hospitality to public or government officials while working for or with Crown Agents;
1.6
is a “politically exposed person” or “PEP” or has a family or business relationship with a PEP;
1.7
is currently subject to suspension, debarment or disqualification from doing business with any national or international organisation (including multilateral development banks);
1.8
is currently under investigation for any matter relating to corruption or non-payment of taxes or duties;
1.9
is currently involved in any material litigation relating to corruption or suggesting that they do not operate their business in accordance with their contractual or legal obligations;
1.10
obstructs or does not willingly cooperate with our due diligence on him/it;
1.11
without good reason refuses to agree to any or all of our standard anti-corruption provisions being included in any contract between it and Crown Agents;
1.12
seeks to receive or route payments under the contract with Crown Agents or its client through any off-shore country with a reputation for banking secrecy or unconnected with the contract project or transaction, or to a third party, or in advance, or in cash; Page | 69
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1.13
seeks to do business through an intermediary or some company or other arrangement which appears to have no formal legal connection with the counterparty or in some other way seeks to disguise the counterparty’s involvement in the contract, project or transaction;
1.14
has been specifically requested or nominated by the client or has private meetings with the client and fails to provide an acceptable explanation for these;
1.15
states or suggests that they have access to inside information (ie information not shared with all other bidders, suppliers etc) in relation to other parties bids or the client’s evaluation of those bids; or
1.16
being the prospective client:
1.16.1 is proposing to let the contract in breach of its local applicable procurement laws or regulations; 1.16.2 requests any Crown Agents employee or actual or prospective business partner to:
pay a bribe
make a donation to a nominated charity
appoint a nominated supplier or contractor
favour a relative or nominated person
pay travelling or other personal expenses or provide any form of facilities including educational scholarships or other arrangements, for the benefit of any nominated person, or inflate a bid, offer or contractual claim
__________________________________________________________________________
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