PINEWOOD GROUP LIMITED
ANTI-BRIBERY AND ANTI-CORRUPTION POLICY
Pinewood Group Limited ("Pinewood") and its subsidiaries (together, the "Group") are committed to the prevention, deterrence and detection of bribery and corruption. The purpose of this document is to set out the Group's policy against bribery and other corrupt practices, including the standards and procedures required to ensure compliance with such policy.
The UK government has enacted legislation, the Bribery Act 2010 (the "Act"), to demonstrate its commitment to eradicate bribery and corruption in UK-based business organisations. Pinewood itself and its officers and employees could all face prosecution under the Act if in breach.
There are three specific criminal offences under the Act:
- offering, promising or giving a bribe;
- requesting, agreeing to receive or accepting a bribe; and
- bribing a foreign public official.
The Act also creates a new offence for a company which fails to prevent a bribe being paid by anyone "associated" with that company to a foreign public official or other person in order to obtain or retain a business advantage for the company. A person will be "associated" with the company if that person provides services for or on behalf of the company.
There are serious criminal penalties for committing a bribery offence under the Act, including up to 10 years in prison or an unlimited fine for individuals. Pinewood may also have to pay a fine, the level of which is unlimited. Pinewood also risks being debarred from public contracts and are likely to incur substantial negative publicity and reputational damage.
The Group has a clearly-defined policy of non-tolerance of all forms of bribery and corruption within its business and we expect our officers, employees and, where appropriate, business partners to conduct themselves in accordance with this policy. The Group will actively investigate all breaches or suspected breaches of this policy and, if appropriate, invoke disciplinary measures against any employee found to be involved in bribery and take prompt action to remedy the breach and prevent any repetition. In appropriate circumstances, the Group will also invoke contractual sanctions against any business partner who is found to have committed bribery-related offences.
Compliance Officer and Policy Amendments
The current Pinewood Compliance Officer is Leonie Dorrington-Ward (leonie [dot] dorringtonward [at] pinewoodgroup [dot] com, +44 1753 785 792) or such person as may replace her from time to time and whose identity shall be published on the Pinewood website (www.pinewoodgroup.com) from time to time.
This policy, and any amended version that may apply to Pinewood and its Group from time to time shall be published on the Pinewood website (www.pinewoodgroup.com).
In general terms, bribery is committed where a person (A) offers or gives some benefit to another person (B) as an inducement for that person (B) or another person (C) to act dishonestly in relation to his principal's or employer's business. In such case, all those persons (A, B and C), as well as other persons who were complicit in the offence, may be guilty of bribery.
- a bribe does not have to be cash. It can be any non-cash benefit such as the offer of tickets to a sporting event or the use of holiday accommodation;
- the person who receives the bribe is as guilty as the person who offers it even if it is unsolicited;
- the bribe will still be an offence under UK law if it is committed overseas, irrespective of whether it would be illegal under local law;
- there are additional offences in relation to bribing government and/or foreign officials; and
- a bribe is a criminal offence.
Who must follow this policy?
The policy applies to all directors, employees, officers, advisors, agents, consultants, sub-contractors, suppliers and professional advisors of the Group. Compliance with this policy is mandatory for those individuals and it is vital that all staff know the rules and comply with them. Pinewood will provide staff with training on the scope and application of the policy at appropriate intervals.
We will also encourage the application of this policy amongst our business partners including joint venture partners and consortium members, and in some cases, our contracts with them will require them to comply with it.
Employees who engage third parties such as agents, contractors, consultants or intermediaries to work on behalf of the Group must seek to ensure that these parties are aware of this policy. Such third parties may also be required to commit contractually to observe this policy when working on our behalf if they do not have an adequate policy of their own (see paragraph (iii) (Prevention of bribery by Associates) below).
Employees are encouraged to raise questions or concerns at the earliest possible stage about:
- the scope and application of the Act generally or of this policy;
- whether any particular payment or other act may be construed as a bribe or may be in breach of this policy; or
- any instance or suspicion of malpractice or any action which could be construed as a bribe or may be a breach of this policy.
Such concerns will be treated in the utmost confidence and should be raised with your Line Manager in the first instance or the Pinewood Compliance Officer. You should promptly disclose to the Pinewood Compliance Officer any activities which do not comply with this policy.
No employee will suffer demotion, penalty or other adverse consequences for refusing to pay bribes or refusing to participate in other corrupt practices even if this may result in the Group losing business.
MONITORING AND REVIEW
This policy is supported by the Board of Directors of Pinewood (the "Board"). In addition to the Compliance Officer, the designated director with overall responsibility for this policy is Andrew Smith.
Pinewood will periodically review the implementation of this policy in respect of its suitability, adequacy and effectiveness and is committed to making improvements as appropriate. Andrew Smith will be responsible for reporting the results of this process to the Board. Employees and business partners who are obliged to comply with this policy will be notified of any change.
(i) Key Principle
The Group prohibits bribery in any form whether direct or indirect through third parties.
(ii) Risk areas for the Group
Pinewood has conducted a thorough bribery risk assessment of all aspects of its business and operations and has identified the following areas as vulnerable to allegations of bribery:
- dealings with Associates (as defined below)
- use of consultants
- activities undertaken by joint ventures
- facilitation payments
- gifts and hospitality
- political donations
- large-scale tenders
- international activities and business ventures
- charitable contributions and sponsorships.
For more on each of these, see below. This list is not exhaustive and all staff should be mindful of the general anti-bribery principle underpinning this policy in all of their conduct and dealings on behalf of the Group. This risk assessment will be repeated periodically and this section of the policy will be updated accordingly in the light of any change of circumstances.
(iii) Prevention of bribery by Associates
Under the Act, Pinewood may become criminally liable where an act of bribery has been committed by a person, firm or company who is associated with the Group (such as an employee of the Group, an agent, contractor, consultant or intermediary). Under this offence, a company may be guilty even if no-one within the company knew of the bribery. Pinewood's only defence is to be able to demonstrate that it had "adequate procedures" in place to prevent bribery being committed by someone associated with it. Pinewood therefore needs to ensure that its anti-corruption procedures are robust and effective to stop any of its employees or Associates acting on its behalf or on behalf of any company within the Group from committing bribery.
Screening and due diligence procedures
The Group therefore requires certain screening and due diligence procedures to be carried out in respect of its agents, advisers, contractors, intermediaries, joint venture partners and other representatives ("Associates") to ensure that the highest ethical standards are maintained and to protect the Group from the risk of it being associated with illegal or corrupt payments or such payments being made on its behalf.
In order to determine which Associates may present a bribery risk for the Group, Pinewood will require an upfront risk assessment to be carried out on all potential Associates. On completing the ‘Pinewood Studios Group New Supplier Request Form’ (available on Spotlight) Employees are required to confirm whether they are aware of any allegation, prosecution or conviction for bribery involving the Associate of any of its employees, including being debarred from tendering for any private or public contract. The employee must further warrant that they have no suspicion that the Associate is engaged in bribery or corruption and that their appointment or engagement will not give rise to any bribery, corruption or reputational risks. Any concerns or queries relating to bribery or risks in engaging the Associate must be raised prior to their engagement. If you are unsure whether someone is an "Associate" for these purposes please consult Group Legal. You may be required to carry out, or assist with, further due diligence enquiries in relation to any Associate where the answers given on the New Supplier Request Form are unsatisfactory in any way, or raise any particular concerns that the relevant individual, firm or company presents a heightened bribery risk; this may include completion of an official Due Diligence Checklist (“Checklist”) in the form at Appendix 2.
The Group requires that Associates are made aware of this policy. Associates may also be required to commit contractually to observe this policy if they do not have an adequate policy of their own. Appropriate anti-corruption language for inclusion in the contractual terms can be obtained from Group Legal. If the Associate is found to be in breach, the relevant Group company may terminate the contract.
Employees must keep compliance by Associates under review and report any suspected breaches of contractual obligations or unlawful conduct as set out below.
The New Supplier Request Form (and any follow-up due diligence and/or Checklist) is designed to eliminate bribery and corruption risks posed by Associates at the pre-contract stage. However, it is also your responsibility to monitor the activities of those with whom you have direct contact. In your dealings with Associates, the following non-exhaustive list of "red flags" should put you on notice of possible bribery risks and should be reported to your Line Manager and Group Legal:
- dealings in jurisdictions with a history of bribery and corruption (see the Transparency International Corruption Perceptions Index);
- close ties with the UK or any overseas Government or any Government agency in the UK or overseas;
- poor or non-existent anti-bribery policy or a reluctance to co-operate with the New Supplier process;
- refusal to accept anti-corruption language or attempts to substantially modify the language included in their contractual terms;
- poor or non-existent records of monitoring compliance with its own anti-bribery policy;
- extensive use of third party agents and intermediaries, particularly in jurisdictions with a history of bribery and corruption;
- odd payments or unexplained accounts in financial records (if available for review);
- false or misleading documentation;
- adverse press comment on business dealings; and
- evidence of extravagant corporate hospitality, gifts or expenses.
(iv) Use of Consultants
From time to time, the Group uses consultants to facilitate new business opportunities. The Group recognises that reliance on consultants and, in particular, difficulties in monitoring expenditure which may involve cash transactions, is a potential source of risk of bribery being undertaken on the Group's behalf. The Group therefore requires that due diligence is carried out prior to engagement (as set out at paragraph (iii) above). The Group also requires anti-corruption language to be included in the contractual arrangements with the consultants. Appropriate anti-corruption language for inclusion in the contractual terms can be obtained from Group Legal. If the consultant is found to be in breach, the relevant Group company may terminate the contract.
(v) Activities undertaken by joint ventures
The Group has contractual joint venture arrangements in the USA, Canada, the Dominican Republic and Malaysia. It also has a corporate joint venture in Germany. If the counterparties to these joint venture arrangements (and any future joint venture arrangements) do not have adequate anti-bribery and corruption policies of their own, Pinewood may require such business partners to commit contractually to observe this policy. The business partners will be notified by letter of the Group's policies on preventing bribery and corruption in the form set out in Appendix 3.
Contracting is one of the operational functions with the highest vulnerability to kickbacks. The Group has a zero tolerance of kickbacks. A kickback is the 'return' of an undue favour or service rendered, an illegal secret payment made as a return for a favour. A kickback is a bribe and the offer or receipt of any kickback is a criminal offence. A contractual rebate, discount or refund for bulk purchasing would not normally fall within the definition of a kickback.
The Group is committed to the highest standards of business integrity and will operate transparently and fairly in its business dealings. Compensation to Associates must be appropriate and justifiable remuneration for services rendered. A payment should never be made to a commercial counterparty to win business or influence a business decision in the Group's favour. All potential agreements with Associates involving success fees or bonuses must be approved in advance by Pinewood’s executive management. Kickbacks, secret commissions and similar payments made in the course of the Group's business are strictly prohibited.
(vii) Facilitation payments
The Group prohibits the making of facilitation or "grease" payments. Facilitation payments are often described as unofficial payments made to secure or speed up routine actions, often by public officials, such as issuing permits, licences or consents, immigration controls, scheduling inspections associated with contract performance, providing services or releasing goods held in customs. The payment offered or requested may be small but it will still be a bribe unless it is permitted or required by written local law.
Example: An "expediting" fee is required by a government official to issue a permit in circumstances where the legitimacy of the fee is not clear, or a fee is demanded which the official claims is legitimate but is higher than the published fee or appears to be disproportionately high given the action required.
Suggested response: You should consider the following action:
- first off, payment should be resisted, particularly any payment in cash and/or payment directly to the official, perhaps using illegality and the prospect of prosecution under the Act as a reason not to pay;
- if the official persists in the demand, ask for documentary proof that the fee is payable;
- if the official cannot supply evidence of the validity of the fee, you should again politely refuse to pay it or ask to see a more senior official;
- if this request is refused, or if the senior official is unhelpful, you should not make the payment and say to the official that you have noted their identity and that your employer will make a formal complaint to the official's employer and to the relevant authorities; and
- finally, you should report the incident to your Line Manager and Group Legal as soon as practicable giving as much detail as possible so that we can make a meaningful record of the situation and decide what action to take to ensure that it is not repeated.
If you have no option other than to pay, perhaps because you have good reason to believe that you cannot escape serious harm unless you meet a demand for payment, you may make such a payment in these exceptional circumstances. You should report the incident to your Line Manager and the Compliance Officer without delay.
The report must state:
- why the payment was unavoidable;
- the purpose of the payment;
- the amount of the payment;
- the date it was made; and
- the identity of the recipient of the payment, and of any superior official to whom reference was made, if known.
(viii) Gifts and hospitality
The Group recognises that offering or accepting gifts and hospitality is usually a legitimate contribution to building good business relationships. However, gifts and corporate hospitality may cross the line and become an illegal bribe if they are disproportionate and/or intended to influence a decision (e.g. to award a contract or business) such that the decision is made improperly. Therefore certain safeguards must be applied when offering or accepting corporate hospitality. The Group's policy, which must be complied with by all staff, is set out in Appendix 1.
(ix) Political Donations
None of the Group nor its employees shall make any form of direct or indirect political donation, contribution or payment where that donation or contribution is made as a way of obtaining an advantage for the Group in business transactions, for example, it is linked in any way to a tender for a government contract, the obtaining of a permit or licence, or it is designed to influence the content or timing of legislation which could impact on the business of the Group. A political contribution for these purposes would include any payment or donation to a political party or organisation including a trade union, either in the UK or overseas or to any lobbyist or lobbying group or to any candidate for election to public office in the UK or overseas.
Where any political donations or contributions are to be made by or on behalf of any Group company, they should only be made in compliance with the Group’s Neutrality Policy and with the prior approval of the Board and will be publicly disclosed.
(x) Charitable contributions and sponsorships
Charitable contributions should not be made by or on behalf of the Group if the contribution is or may in any way be interpreted as a means of buying influence in relation to any situation which may have an impact on the Group's business. For example, this may be the case if a charity is supported by a high-profile individual who is, or where the charity is, lobbying for a particular outcome which is relevant to the Group'