Anti-Bribery and Anti-Corruption Policy

This document (“the Policy”) sets out The Search Group Limited's ("TSG") policy on the prevention of bribery.

The Policy states TSG’s standards for the conduct of business with respect to bribery and corruption, its commitment to business integrity, fairness, and the highest ethical standards in all its dealings.

Accordingly, TSG is committed to, and will obey, all relevant anti-bribery and corruption statutes and laws wherever it operates. TSG will never knowingly or intentionally engage in, facilitate, or condone bribery in any form, and will have procedures and controls in place to ensure that it makes good on that promise.

Policy

The Policy applies (where they exist) to all TSG entities, subsidiaries, affiliates, branches, offices, and non-individual shareholders. In respect of individuals it applies to all TSG shareholders, directors and employees (both full and part time).

It also applies to all parties directly or indirectly associated with TSG, which includes but may not be limited to:

  • TSG contractors
  • TSG consultants
  • TSG partners
  • TSG owned entities
  • TSG suppliers and vendors
  • TSG Agents
  • TSG Advisors
  • All other entities or individuals acting for or on behalf of TSG in any way

This Policy has been reviewed and approved by the TSG Board of directors ("Board").

The Policy will be reviewed and re-approved by the Board no less than annually.

The policy owner is TSG’s COO. The COO will ensure that it is up to date at all times, and properly reflects changes to applicable laws, regulations, risks, and industry standards.

Associated parties: these are persons and entities to which the policy applies as defined in the section on applicability above, namely:

  • TSG contractors
  • TSG consultants
  • TSG partners
  • TSG owned entities
  • TSG suppliers and vendors
  • TSG Agents
  • TSG Advisors
  • All other entities or individuals acting for or on behalf of TSG in any way

 

Bribery, in broad terms, is the giving, offering, or promising, a financial or other advantage to another person as a reward for improper performance. It is illegal (and against the Policy) to either give (active bribery) or receive (passive bribery) a bribe.

To fall within the meaning of bribery statues the value of something given, promised or offered need not be substantial. Indeed, value is often subjective, and may depend on its ability to influence improperly.  The nature of the thing given, promised or offered is also broad in definition, and can include services or other intangible goods. The way of giving might also vary, as the thing of value may not be given or offered directly to the person whose conduct is being influenced (for example the bribe taker may request that monies are given to his/her favourite charity).

Bribery is applicable to both the public and private sector.

Certain anti-bribery statutes state that the intent to influence must be with a view to gain business or some other advantage. However, this may not always be the case, as with facilitation payments. Merely seeking to speed-up or simplify a process delivering something to which the payer is entitled, could in certain circumstances fall foul of the law.

Business integrity is driven by the application of TSG’s core values to all its business dealings. This includes honesty, and fair dealing. 

Facilitation payments are small payments or gifts to public officials (or persons entrusted with public functions) with a view to facilitating routine transactions to which the payer is already entitled. Examples might include small payments to hasten customs clearances and extra fees to officials to secure electricity connections. TSG prohibits all facilitation payments (as defined by the UK Bribery Act) made directly or indirectly on its behalf.

Kickback is a slang term denoting a rebate on a service or goods which is paid directly to an individual as a form of bribe.

TSG does not, and will not, take part in acts of corruption. TSG will not engage in active or passive bribery either directly or indirectly. It will not facilitate, condone or encourage bribery. TSG will not make facilitation payments.

TSG prohibits its employees, from engaging in acts of corruption. This includes acts of active and passive bribery, as well as the facilitation, condoning or encouraging bribery. TSG employees are likewise prohibited from making facilitation payments (as defined above).

TSG associated parties are prohibited from active or passive bribery in furtherance of TSG business, as well as making facilitation payments with respect to any business on TSG’s behalf. TSG will not do business with any associated party it knows is involved in bribery or corruption on behalf of any other party other than TSG.

The TSG board has zero tolerance towards acts of corruption, bribery, or wilful breaches of the Policy.

TSG will have proportionate procedures, processes and controls in place to assure itself that the policy is has been fully implemented and is being observed.

At a minimum the following will be in place:

Risk assessments

TSG will have procedures in place to perform bribery risk assessments on the following:

  • Directors
  • Shareholders
  • Employees
  • Associated parties
  • TSG’s business practices and products
  • TSG’s markets

 

Risk assessments will be reviewed and where applicable updated no less frequently than annually.

Due diligence on business relationships

TSG will perform due diligence on the following parties at the outset of any relationship. Due diligence will include provisions to detect any bribery concerns, either active or passive bribery:

  • Directors
  • Shareholders
  • Employees
  • Associated parties

 

With respect to clients TSG will assess the need for due diligence at the outset of any client relationship on a case-by-case or project-by-project basis. Generally, TSG’s clients are engaging TSG to enhance their levels of compliance, as such TSG is willing to take on clients that it may not engage itself to perform work on its behalf.

Procedures will be in place outlining what due diligence should be performed, and how often it should be updated. The extent, nature and frequency of due diligence will be risk based.

Financial controls

TSG will detail financial procedures to ensure that bribes cannot be paid or received. Controls will be risk based and will be reviewed annually by the CFO (or equivalent).

The financial controls must at a minimum ensure:

  • All payments are transparent
  • All payments are fully accounted for and the exact purpose is properly recorded
  • All parties to any payment are properly recorded
  • That all payment records are maintained in line with relevant laws.

 

Process for escalation and investigation of potential policy breaches

TSG will have procedures in place for staff or associated parties to escalate concerns in relation to bribery and corruption, especially potential breaches of this Policy. 

TSG will maintain a separate speaking-up policy, complete with rules preserving confidentiality and the identity of persons making corruption complaints. 

TSG will assign all internal investigations into potential breaches of this policy to the Head of AIS, who will investigate expeditiously and report his findings directly to the CEO.

Process for reporting corruption concerns

TSG will report any behaviour it is obliged to report under relevant statutes to relevant authorities.

Where TSG has investigated any concerns relating to a potential breach of law or of the Policy the CEO will upon receipt of a report from the Head AIS decide whether the report falls within a statutory requirement to report the matter.

If the report does fall within such a statutory requirement the Head AIS will cause such a report to be made.

Even where the CEO decides that the investigation does not reveal a matter that must be reported in law, she may never-the-less direct that a report to relevant authorities be made, Where it is decided not to report, the CEO will direct the course of action to be taken in accordance with TSG’s code of conduct, disciplinary procedures or other relevant provisions.

Communication and training

All TSG employees and associated parties must attest at the commencement of any relationship with TSG that they have read and understood the Policy.

Whenever amendments are made to the Policy, TSG must notify all employees and relevant parties of the amendments and provide access to the amended Policy – which will be posted in any case on TSG’s website.

All TSG employees and high risk associated parties will be required to attest to having read the Policy on a regular basis.

All TSG employees and associated parties will receive training on the Policy, related procedures and on bribery and corruption at the outset of any relationship with TSG. TSG employees, and high risk associated parties will receive regular anti-bribery training.

Monitoring and testing of TSG’s anti-bribery programme

TSG will have in place a procedure for ensuring its anti-bribery controls are effective. The Head AIS TSG will be responsible for testing the effectiveness of the framework, related controls and procedures on a periodic basis. The testing may be thematic, will be risk based and proportionate to the risks.

The results of periodic tests will be relayed to the COO. The Head AIS will make recommendations for the remediation of any perceived deficiencies to the COO. 

In addition to periodic testing TSG will develop mechanisms to measure its performance with respect to anti-bribery and related controls, through metrics, regular reporting to the EMC, and through any other measures deemed appropriate. Monitoring should be continuous and dynamic.

TSG operates a “No Gifts or Benefits” Policy.

This means employees and associated parties may not give, promise, or offer to, or accept from any existing or potential:

  • Client,
  • Supplier,
  • Vendor
  • Person or organisation providing services other than as a vendor (including, for example, Human Sources for Business Intelligence, or record repositories)
  • Other associated parties…….

 

……any gifts (including hospitality and entertainment) or other benefits or incentives in any form that could affect either party’s impartiality, influence a business decision or lead to the improper performance of an official duty.

By “gifts” TSG means any item, service, or thing of any value, however small. As well as hospitality or entertainment it includes pens, mugs, t-shirts, key rings and other low-cost items that are not available to the public at large.

“Benefits” includes business courtesies such as discounts, rebates, or special attention to a matter of benefit to the party concerned, that have not been properly authorised by TSG’s management. 

Exceptions to the “No Gifts or Benefits” Policy are as follows: -

Employees or associated parties may give, promise, offer or accept ‘reasonable’ and ‘proportionate’ gifts (including hospitality and entertainment) or other benefits (including business courtesies) that meet the definitions and conditions set out below.

In determining what is ‘reasonable’ and ‘proportionate’, employees should consider the value of the gift or benefit (see below), as well as the frequency with which the same or similar gift or benefit is offered. In all cases they must ensure that the gift or benefit:

  • Is either of inconsequential value (such as a key ring, a mug, a beverage, a cheap meal, or items or services of similar small value), or in the case of any business courtesy is reasonable, is made under a pre-defined TSG policy, and would be available (under the same conditions) to all other parties with whom TSG does business
  • Is being given as an expression of goodwill and not in expectation of a return favour (i.e. could not be construed as a bribe)
  • Is being provided openly and transparently, and is not of a nature that would cause any party embarrassment if publicly reported
  • Complies with all relevant laws and regulations
  • If a gift meets the value limits set by TSG in its Anti Bribery Procedures, and if a business courtesy falls within other relevant TSG business practice and procedures
  • Has received the requisite TSG management approvals, as set out in TSG’s Anti Bribery Procedures, or if a business courtesy as set out in other relevant TSG business practices and procedures

 

TSG will set out procedures for approvals to be obtained for exceptions under the No-Gifts-Policy. This could include exceptions that may be of greater value than stipulated above, but which can be justified in purpose and in law.

TSG’s approach to conflicts of interest is set out in its Code of Ethics and Business Conduct.

TSG will set out procedures for employees to disclose potential or actual conflicts of interest to TSG managers.

As part of its corporate citizenship activities, TSG may support local charities or provide sponsorship to approved projects, sporting or cultural events. Any such giving or sponsorship must be transparent and properly documented.

Any such giving or sponsorship will be strictly in accordance with this policy in that there must be no conflict of interest, and no actual or perceived benefit to any party in furtherance of TSG’s or any other party’s business interests, other than the promotion of TSG’s good name.

TSG will only provide donations to organisations that serve a legitimate public purpose, and which are themselves subject to high standards of transparency and accountability. Appropriate due diligence must be conducted on the proposed recipient charity and a full understanding obtained as to its bona fides.

Particular care must be taken with respect to donations to political parties, especially in countries where the party is the party in power, or where the party and state are synonymous. Perceptions of influence buying or of corruption can be easily triggered, particularly where donations are sizeable.

To counter this TSG has a policy of strict political neutrality; it does not make donations to any political parties, organisations or individuals for the purpose of furthering any political agenda or otherwise.

For a full understanding of TSG’s policy in this regard please refer to TSG’s Code of Ethics and Business Conduct.

TSG requires all employees and associated parties to make and retain accurate financial account records in respect of business dealings involving TSG. Periods of retention will be defined in procedures related to TSG’s financial record keeping.

“Accurate”, in the context of account records, means a true reflection of the nature of transactions such that all descriptions of activity or otherwise can be easily understood, and do not give rise to any misapprehension as to the activity described.

TSG’s financial audit processes will include requirements that relevant records be checked that they comply with the need for accuracy (as defined here), and for discrepancies, or failures to meet expected standards, to be escalated for consideration by TSG’s senior managers.

An employee's failure to ensure compliance with this policy could lead to the following consequences for the individual:

  • personal criminal liability followed by fines or imprisonment
  • disciplinary action initiated by TSG, including dismissal
  • personal reputational damage.

 

Potential breaches of the Policy must be reported.

All queries relating to this policy may be directed in the first instance to relevant line managers.

The final arbiter in matters involving this policy will be the Policy owner.