ANTI-BRIBERY POLICY

Thermeon is committed to the highest standards of ethical conduct and integrity in its business activities in the UK and overseas. This policy outlines Thermeon's position on preventing and prohibiting bribery, in accordance with the Bribery Act 2010.

Thermeon will not tolerate any form of bribery by, or of, its employees, agents or consultants or any person or body acting on its behalf. Senior management is committed to implementing effective measures to prevent, monitor and eliminate bribery.

The Bribery Act 2010 is in force from 1 July 2011. This policy covers:

  • the main areas of liability under the Bribery Act 2010;
  • the responsibilities of employees and associated persons acting for, or on behalf of, Thermeon; and
  • the consequences of any breaches of this policy.

Bribery Act 2010

Thermeon is committed to complying with the Bribery Act 2010 in its business activities in the UK and overseas.

Under the Bribery Act 2010, a bribe is a financial or other type of advantage that is offered or requested with the:

  • intention of inducing or rewarding improper performance of a function or activity; or
  • knowledge or belief that accepting such a reward would constitute the improper performance of such a function or activity.
  • A relevant function or activity includes public, state or business activities or any activity performed in the course of a person's employment, or on behalf of another organisation or individual, where the person performing that activity is expected to perform it in good faith, impartially, or in accordance with a position of trust.

A criminal offence will be committed under the Bribery Act 2010 if:

  • an employee or associated person acting for, or on behalf of, Thermeon offers, promises, gives, requests, receives or agrees to receive bribes; or
  • an employee or associated person acting for, or on behalf of, Thermeon offers, promises or gives a bribe to a foreign public official with the intention of influencing that official in the performance of his/her duties (where local law does not permit or require such influence); and
  • Thermeon does not have the defence that it has adequate procedures in place to prevent bribery by its employees or associated persons.

All employees and associated persons are required to comply with this policy, in accordance with the Bribery Act 2010.

What is prohibited?

Thermeon prohibits employees or associated persons from offering, promising, giving, soliciting or accepting any bribe. The bribe might be cash, a gift or other inducement to, or from, any person or organisation, whether a public or government official, official of a state-controlled industry, political party or a private person or organisation, regardless of whether the employee or associated person is situated in the UK or overseas. The bribe might be made to ensure that a person or organisation improperly performs duties or functions (for example, by not acting impartially or in good faith or in accordance with their position of trust) to gain any commercial, contractual or regulatory advantage for Thermeon in either obtaining or maintaining Company business, or to gain any personal advantage, financial or otherwise, for the individual or anyone connected with the individual.

This prohibition also applies to indirect contributions, payments or gifts made in any manner as an inducement or reward for improper performance, for example through consultants, contractors or sub-contractors, agents or sub-agents, sponsors or sub-sponsors, joint-venture partners, advisors, customers, suppliers or other third parties.

Records

Employees and, where applicable, associated persons, are required to take particular care to ensure that all organisation records are accurately maintained in relation to any contracts or business activities, including financial invoices and all payment transactions with clients, suppliers and public officials.

Due diligence should be undertaken by employees and associated persons prior to entering into any contract, arrangement or relationship with a potential supplier of services, agent, consultant or representative.

Employees and associated persons are required to keep accurate, detailed and up-to-date records of all corporate hospitality, entertainment or gifts accepted or offered.

Working overseas

Employees and associated persons conducting business on behalf of Thermeon outside the UK may be at greater risk of being exposed to bribery or unethical business conduct than UK-based employees. Employees and associated persons owe a duty to Thermeon to be extra vigilant when conducting international business.

Procedure

Employees and associated persons are required to cooperate with Thermeon's risk management procedures and to report suspicions of bribery to their line manager.

While any suspicious circumstances should be reported, employees and associated persons are required particularly to report:

  • close family, personal or business ties that a prospective agent, representative or joint-venture partner may have with government or corporate officials, directors or employees;
  • a history of corruption in the country in which the business is being undertaken;
  • requests for cash payments;
  • requests for unusual payment arrangements, for example via a third party;
  • requests for reimbursements of unsubstantiated or unusual expenses; or
  • a lack of standard invoices and proper financial practices.

If an employee or associated person is in any doubt as to whether or not a potential act constitutes bribery, the matter should be referred to an appropriate Director or the CEO.

Facilitation payments

Thermeon prohibits its employees or associated persons from making or accepting any facilitation payments. These are payments made to government officials for carrying out or speeding up routine procedures. They are more common overseas. Facilitation payments are distinct from an official, publicly available fast-track process. Facilitation payments, or offers of such payments, will constitute a criminal offence by both the individual concerned and Thermeon under the Bribery Act 2010, even where such payments are made or requested overseas. Employees and associated persons are required to act with greater vigilance when dealing with government procedures overseas. Where a public official has requested a payment, employees or associated persons should ask for further details of the purpose and nature of the payment in writing. If the public official refuses to give these, this should be reported immediately to the CEO.

If it is concluded that the payment is a legitimate fee, for example part of a genuine fast-track process, or is permitted locally, Thermeon will authorise the employee to make the payment.

Thermeon will seek the assistance of the relevant employee in its investigation and may determine that the matter should be referred to the prosecution authorities.

If an employee or associated person has any other concerns about the nature of a request for payment, he/she should report it to the CEO.

Corporate entertainment, gifts, hospitality and promotional expenditure

Thermeon permits corporate entertainment, gifts, hospitality and promotional expenditure that is undertaken:

  • for the purpose of establishing or maintaining good business relationships;
  • to improve the image and reputation of Thermeon; or
  • to present Thermeon's goods/services effectively;

provided that it is:

  • arranged in good faith, and
  • not offered, promised or accepted to secure an advantage for Thermeon or any of its employees or associated persons or to influence the impartiality of the recipient.

Thermeon will authorise only reasonable, appropriate and proportionate entertainment and promotional expenditure.

Employees and, where relevant, associated persons should submit requests for proposed hospitality and promotional expenditure well in advance of proposed dates to the CEO.

Employees are required to set out in writing:

  • the objective of the proposed client entertainment or expenditure;
  • the identity of those who will be attending;
  • the organisation that they represent; and
  • details and rationale of the proposed activity.

Thermeon will approve business entertainment proposals only if they demonstrate a clear business objective and are appropriate for the nature of the business relationship.

Thermeon will not approve business entertainment where it considers that a conflict of interest may arise or where it could be perceived that undue influence or a particular business benefit was being sought (for example, prior to a tendering exercise).

Any gifts, rewards or entertainment received or offered from clients, public officials, suppliers or other business contacts should be reported immediately to the CEO. In certain circumstances, it may not be appropriate to retain such gifts or be provided with the entertainment and employees and associated persons may be asked to return the gifts to the sender or refuse the entertainment, for example, where there could be a real or perceived conflict of interest. As a general rule, small tokens of appreciation, such as flowers or a bottle of wine, may be retained by employees.

If an employee or associated person wishes to provide gifts to suppliers, clients or other business contacts, prior written approval from the CEO is required, together with details of the intended recipients, reasons for the gift and business objective. These will be authorised only in limited circumstances.

Employees and, where applicable, associated persons must supply records and receipts, in accordance with Thermeon's expenses policy.

Charitable and political donations

Thermeon does not make donations to any political parties/charities. Employees and associated persons are not permitted to make any charitable and political donations to organisations on behalf of Thermeon.

Reporting suspected bribery

Thermeon depends on its employees and associated persons to ensure that the highest standards of ethical conduct are maintained in all its business dealings. Employees and associated persons are requested to assist Thermeon and to remain vigilant in preventing, detecting and reporting bribery.

Employees and associated persons are encouraged to report any concerns that they may have to the CEO as soon as possible. Issues that should be reported include:

  • any suspected or actual attempts at bribery;
  • concerns that other employees or associated persons may be being bribed; or
  • concerns that other employees or associated persons may be bribing third parties, such as clients or government officials.

Thermeon will fully investigate any instances of alleged or suspected bribery. Employees suspected of bribery may be suspended from their duties while the investigation is being carried out.

Thermeon will invoke its disciplinary procedures where any employee is suspected of bribery, and proven allegations may result in a finding of gross misconduct and immediate dismissal.

Thermeon may terminate the contracts of any associated persons, including consultants or other workers who act for, or on behalf of, Thermeon who are found to have breached this policy.

Thermeon may also report any matter to the relevant authorities, including the Director of Public Prosecutions, Serious Fraud Office, Revenue and Customs Prosecutions Office and the police. Thermeon will provide all necessary assistance to the relevant authorities in any subsequent prosecution.

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