Last Updated 30th October 2023

1. INTRODUCTION

The purpose of this policy is to convey to all our people and interested parties of Munnelly Group LTD the rules of the Company in relation to our unequivocal stance towards the eradication of bribery and our commitment to ensuring that Munnelly Group LTD conducts its business in a fair, professional and legal manner.

The Company values its longstanding reputation for ethical behavior and integrity. Conducting business with a zero-tolerance approach to all forms of corruption is central to these values and reputation.

The policy is the responsibility of the Chief Finance Officer (CFO) who has the delegated responsibility for overseeing its implementation. The policy sets out the standards expected of all people in relation to anti-bribery, fraud, and corruption. All individuals must adhere strictly to relevant laws in this area, including The Bribery Act 2010 and the Fraud Act 2006.

2. SCOPE

The Policy is also relevant to all persons working for us or on our behalf in any capacity, including but not limited to directors, Sub-Contractors, Agency workers, agents, apprentices or interns, third party representatives and Consultants. This policy does not form part of the Contract of Employment and may be amended from time to time. The Policy should be read in the context of a number of other measures that the Company has in place to ensure there is effective communication about anti-corruption issues in connection with its business. These include:

• Providing awareness on anti-bribery issues.
• Promote to persons and companies associated with the Company the Company’s approach to anti-corruption.
• The Company will ensure any concerns are investigated appropriately and any individual making a report in good faith shall suffer no detriment for doing so.

3. DEFINITION

3.1 Bribery

Bribery is, in the conduct of the Company’s business, the offering or accepting of any gift, loan, payment, reward or advantage for personal gain as an encouragement to do something which is dishonest, illegal or a breach of trust.

Bribery is a criminal offence. The Company prohibits any form of bribery. We require compliance, from everyone connected with our business, with the highest ethical standards and anti-bribery laws applicable. Integrity and transparency are of utmost importance to us, and we have a zero-tolerance attitude towards corrupt activities of any kind, whether committed by Munnelly Group LTD people or by third parties acting for or on behalf of Munnelly Group LTD.

3.2 Corruption

Corruption is the misuse of office or power for private gain. Bribery is a form of corruption which means in the course of a business giving or receiving money, gifts, meals, entertainment or anything else of value as an inducement to a person to do something which is dishonest or illegal.

Bribery and corruption can occur in many forms, and it is important to recognise them so that they can be prevented:

• Facilitation payments are bribes and prohibited by this Policy. They are typically small unofficial payments paid to secure or speed up the performance of somebody’s normal duty.
• A kickback in the form of negotiated bribery in which a commission is paid to the bribe taker in exchange for services rendered, i.e., a payment is made in return for a business advantage or favor.

You must not threaten or retaliate against another person who has refused to offer or accept a bribe or who has raised concerns about potential bribery or corruption.

4. OFFENCES

It is a criminal offence to:

• Offer a bribe
• Accept a bribe
• Bribe a foreign official
• As a commercial organisation, to fail to prevent a bribe.

You should be aware that if you are found guilty by a court of committing bribery, you could face up to 10 years in prison and/or an unlimited fine. The Company could also face prosecution and be liable to pay a fine.

5. GIFTS/DONATIONS

5.1 Gifts and hospitality

We realise that the giving and receiving of gifts and hospitality where nothing is expected in return helps form positive relationships with third parties where it is proportionate and properly recorded. This does not constitute bribery and consequently such actions are not considered a breach of this policy. A gift or hospitality will not be appropriate if it is unduly lavish or extravagant or could be seen as an inducement or reward for any preferential treatment. They should not be accepted when they could influence a business decision (for example, during contractual negotiations or a tender process).

Gifts include money; goods (flowers, vouchers, food, drink, event tickets when not used in a hosted business context); services or loans given or received as a mark of friendship or appreciation.

Hospitality includes entertaining; meals or event tickets (when used in a hosted business context) given or received to initiate or develop relations. Hospitality will become a gift if the host is not present.

No gift should be given, nor hospitality offered by any Munnelly Group LTD person or anyone working on our behalf to any party in connection with our business without receiving prior written approval from the Chief Financial Officer (CFO). Similarly, no gift nor offer of hospitality should be accepted by an individual or anyone working on our behalf without receiving prior written approval from the CFO.

All offers of hospitality over the value of £250 and gifts over the value of £50 given or received, must be recorded in a register maintained by the PA to CEO and such registers, together with any associated reports, must be submitted half yearly to the CFO as part of the Internal Controls Reporting Procedure.

5.2 Sponsorship, Charitable and Political Donations

All sponsorship and donations made on behalf of the Company must be approved in advance by a member of the Board of Directors.

6. DUE DILIGENCE AND RISKS

The following issues should be considered with care in any and all transactions, dealings with officials, and other business matters concerning third parties:

• Incentives or payments to get a better service.
• Incentives or payments made to gain advantage in procurement processes.
• Levels of hospitality disproportionate to a business transaction.
• Reluctance for a supplier to go through a due diligence procedure.
• Insist that you use a specific supplier, without making a business case.
• A request is made for payments to be made into an offshore account, in cash, or to a charitable cause.

7. SEEKING FURTHER GUIDANCE

Inevitably, decisions as to what is acceptable may not always be easy. If an individual is in doubt as to whether a potential act could give rise to corruption concerns, the matter should be referred immediately to the Head of Department with responsibility for this Policy before proceeding.

8. RECORD KEEPING

The Company must keep full and accurate financial and other records (in writing) of all gifts and hospitality given or received; this includes expense receipts, invoices, credit notes and purchase orders and have appropriate internal controls in place which will evidence the business reason for making payments to any third parties (such as anyone who provides services for or on behalf of the Company). Individuals must apply the principles enshrined in this Policy in all aspects of their work.

9. INDIVIDUAL RESPONSIBILITIES AND REPORTING

Individuals are required to report any concerns that they may have to their line manager in the first instance. Issues that should be reported include:

• Any suspected or actual attempts at bribery.
• Concerns that other individuals or associated persons may be being bribed; or.
• Concerns that other individuals or associated persons may be bribing third parties, such as customers or government officials.

Any such reports will be thoroughly and promptly investigated in the strictest confidence. Individuals will be required to comply with the Whistleblowing policy and will be required to assist in any investigation into possible or suspected bribery.

If an individual were to report instances of bribery in good faith, the matter will be supported by the Company. We will ensure that the individual is not subjected to detrimental treatment. Any instances of detrimental treatment by a fellow person because of a report that another person has made will be treated as a disciplinary offence.

An instruction to cover up wrongdoing is itself a disciplinary offence. If told not to raise or pursue any concern, even by a person in authority such as a manager, the individual should not agree to remain silent. They should report the matter.

Our zero-tolerance approach to bribery and corruption is communicated to suppliers, contractors, and business partners.

10. FRAUD

Fraud is a form of dishonesty, involving either false representation, failing to disclose information or abuse of position, undertaken to make gain or cause loss to another. Theft is dishonestly appropriating property belonging to another with the intention of permanently depriving the other of it. Examples of types of fraud and theft include but are not limited to:

• Forgery or alteration of invoices, purchase orders, expense claims, cheques, drafts, letters, contracts, etc.
• Tax evasion.
• Misuse of the Company’s bank account.
• Fraudulent credit or debit card transactions or charges.
• Stealing or ‘skimming off’ money from cash collections or invoice payments.
• Creation of false employee’s expenses claims, overtime, or other claims.
• Unofficial or unapproved borrowing or loaning of Company funds, temporary or long-term.
• Any misappropriation of funds, supplies or any other asset owned, or service provided.
• Any irregularity in the handling or reporting of any transactions.
• Misappropriation or misuse of Company property, equipment, materials, information or records.
• Seeking or accepting anything of value from vendors, consultants or contractors doing business with the Company.
• Any computer related activity involving the alteration, destruction, forgery or manipulation of data for fraudulent purposes or misappropriation of Company-owned software.
• Any claim for reimbursement of expenses not incurred completely and exclusively in the performance of one’s official duty.
• Identity fraud / theft.
• Any similar or related irregularity

11. REPORTING FRAUD

The Company encourages individuals, should they have reasonable suspicions of fraud or observe anything they think might be a contravention of the policy, to report their concerns without fear of reprisal. As long as they are raising concerns or reporting what they genuinely believe to be improper, unethical, or inappropriate behavior.

An individual can therefore be confident that they will not be victimised as a result of reporting reasonably held suspicions of fraud. These principles are contained within our Whistleblowing policy.

Authority in investigating fraud has been delegated to the CFO, who shall also be responsible for informing third parties such as the financial statements auditors and, where appropriate, the police. In the event that the allegation involves a senior manager or director, the board of directors will decide and nominate a member of the board of directors to fulfil this role.

Individuals have a duty to protect the assets of the Company, which include information and goodwill as well as property. Individuals should initially discuss their suspicions confidentially with a Company director. Time may be of the utmost importance to prevent further loss to the Company. The designated assessor shall:

• Inform and consult the board of directors at the first opportunity in all cases.
• Determine whether to inform the Police.
• Determine whether the Financial Statements Auditors should be informed.

12. RECOVERING A LOSS

Where recovering a loss is likely to require civil action it will probably be necessary to seek legal advice. Where external legal advisors are used the independent examiner must ensure there is co-ordination between the various parties involved.

If the loss may be covered by insurance the independent examiner should inform the manager or director who is responsible for insurance matters. There may be time limits for making a claim and in certain cases claims may be invalidated if legal action has not been taken.

13. ACTION

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

The Company may invoke its disciplinary procedures where any individual is suspected of fraud or bribery, and proven allegations may result in a finding of gross misconduct and immediate dismissal. We may terminate the contracts of any associated persons, including consultants or other workers who act for, or on behalf of the Company who are found to have breached this policy.

We 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. We will provide all necessary assistance to the relevant authorities in any subsequent prosecution.

14. EMPLOYER RESPONSIBILITIES

The CFO and HR Director have overall responsibility for ensuring this Policy complies with the Company’s legal and ethical obligations and to ensure everyone in the Company complies with it.

Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this Policy.

This statement is approved by the CEO of the Munnelly Group,
Phil Munnelly.