Anti-Bribery and Corruption Policy
This Policy applies to all directors and employees of vGI Holdings Ltd and its subsidiaries (together the “Group”, or “vGI”)
1.1 The aims of this Anti-Bribery and Corruption Policy are to:
- set out the expected standards and behaviours of colleagues in relation to Bribery and Corruption;
- provide guidance and parameters on the giving and receiving of gifts and hospitality; and
- provide guidance and parameters on how to report actual or suspected Bribery or Corruption, or suspicious behaviour.
- Notwithstanding the above, this Policy cannot cover every possible situation that may arise when conducting business activities around the world. Therefore, each colleague must use this document – and their own common sense – to identify any activity that may either contravene current legislation or violate this Policy.
- If in any doubt about any particular situation, colleagues should contact vGI Holdings’ Company Secretary at firstname.lastname@example.org.
- 1.2 This Anti-Bribery and Corruption Policy seeks to ensure vGI Holdings’ compliance with the UK’s Bribery Act 2010 (the “Act”) and US Foreign Corrupt Practices Act 1977.
2.1 This Anti-Bribery and Corruption Policy applies to everyone who works for vGI Holdings Ltd and its subsidiaries (together the “Group” or “ vGI Holdings”), including permanent colleagues, contractors, temporary and agency workers.
For the avoidance of doubt, this Policy serves to reiterate that all forms of Bribery and Corruption are strictly prohibited by vGI Holdings. Any breach of this Policy could therefore result in disciplinary action being taken, and could result in dismissal.
2.2 vGI Holdings’ Company Secretary is responsible for ensuring that this Policy is fully observed, and for providing support so that colleagues understand their personal responsibilities.
2.3 The Company Secretary is responsible for ensuring that an up-to-date Anti-Bribery and Corruption training programme is available to all colleagues via the Hub, and for monitoring and reporting training rates.
3.1 “Bribery” is the offering or giving of a financial or other non-financial advantage to another person in order to improperly influence their views or actions. It also covers requesting, agreeing to receive or receiving a financial or other non-financial advantage to improperly influence views or actions. The law defines ‘improper performance’ as a breach of trust, lack of impartiality or performance in bad faith.
Thus, Bribery can cover a wide range of behaviours. Forms of Bribery, all of which are prohibited under the terms of this Policy, include, but are not limited to:
- money or cash equivalents;
- gifts, entertainment or hospitality;
- “Facilitation Payments” i.e. small unofficial payments which are made to secure, facilitate or speed up the performance of a routine or necessary action (NB vGI Holdings regards such payments as bribes, regardless of whether they are part of the “way of doing business” in a particular country);
- “Kickbacks” i.e. payments made in return for a business favour or advantage;
- excessive rebates or commissions (e.g. to suppliers);
- allowances or expenses in breach of the Group’s Expenses Policy;
- political/charitable contributions beyond approved Group authorities;
- uncompensated use of company services or facilities; and
- the Bribery of Foreign Public Officials in order to obtain or retain business or an advantage in doing business, as well as of companies and private individuals.
- 3.2 “Corruption” is the abuse of an entrusted power or a position for a private gain.
- Fundamental Principles
4.1 vGI Holdings will not tolerate any form of Bribery or Corruption amongst its colleagues, suppliers or any associated parties acting on its behalf. All vGI Holdings’ business should be conducted in an honest and ethical manner.
Specifically, colleagues must never:
- offer, promise or pay bribes;
- solicit or receive bribes;
- make payments – or offer gifts – to any public official in order to gain a business advantage;
- take any action that might lead to a Facilitation Payment or Kickback being made or accepted by vGI Holdings or on vGI Holdings’ behalf, or that might suggest that such a payment will be made or accepted.
- 4.2 It is however noted that bona fide hospitality and promotional, or other business expenditure which seeks to improve vGI Holdings image, better present products and services or establish cordial relations, is recognised as an established and important part of doing business, and it is not the intention of this Anti-Bribery and Corruption Policy to penalise such behaviour.
- 4.3 vGI Holdings Board will not criticise management for any loss of business resulting from adherence to this Anti-Bribery and Corruption Policy. Equally, no colleague or contractor will suffer as a consequence of bringing to the attention of the Board or senior management, in good faith, any known or suspected breach of this Policy, nor will any colleague or contractor suffer any adverse employment or contract decision for abiding by this Policy.
- Third Party Organisations / Suppliers
5.1 Whenever engaging third party organisations / suppliers, it must be ensured that each organisation has agreed to appropriate Bribery and Corruption compliance within its contract. vGI Holdings has already ensured that the Group’s standard procurement Terms and Conditions (Goods For Resale (“GFR”) and Goods Not For Resale (“GNFR”)) include references to Bribery and Corruption legislation. For contracts other than these standard terms, colleagues should seek advice from the Legal, Governance and Compliance Team.
Where an organisation refuses to sign a contract containing these provisions or asks for them to be removed, the refusal must be escalated to the Company Secretary, who will assess the impact of the refusal and decide on an appropriate next step.
5.2 Colleagues should remain alert as to the potential for suppliers to ‘influence’ local officials with routine tasks such as customs clearance, duty preference documents or favourable treatment of the import/export of raw materials. Any known or suspected Bribery in the supply chain should be reported immediately and confidentially to the Company Secretary.
- 6. Reporting of Concerns or Whistleblowing
6.1 If a colleague is aware of – or genuinely suspects – that Bribery or Corruption is taking place within the Group, or has a genuine concern about inappropriate commercial conduct, they must raise their concern at the earliest possible stage.
Colleagues should choose the most appropriate route to report their concern from:
- their Line Manager;
- their Line Manager’s Manager;
- the Company Secretary at email@example.com;
- All concerns regarding Bribery or Corruption, inappropriate conduct in financial reporting, acts of dishonesty or any other malpractices, will be investigated thoroughly and dealt with in line with the Group’s Whistleblowing Policy and/or Disciplinary Policy.
- Line Managers have a responsibility to escalate claims or concerns of the nature outlined above.
6.2 Investigations into Bribery and Corruption may lead to disciplinary action being taken, up to and including dismissal.
Equally, vGI Holdings may terminate any contract or relationship with other individuals and organisations if there is a confirmed, or serious concern of a, breach of this Policy.
- 7. Guidance and Training
7.1 Training is an important part of the implementation of this Anti-Bribery and Corruption Policy. Thus, training will be mandatory for all new colleagues, and annually thereafter.
- 8. Monitoring
8.1 The Board will monitor this Policy at least annually and through periodic review of Internal Audit findings by the Audit Committee. This Policy will be reviewed every year by the Company Secretary, or sooner where the Board so requires, where there is a change in law or practice or where the Group’s risk profile significantly changes, for example where it moves into other geographies or markets, or materially alters its sourcing model.
- 9. Review
9.1 The Company Secretary will review this Anti-Bribery and Corruption Policy no later than September 2023.