Anti-Bribery Policy

I. Commitment

It is our policy to carry out business fairly, honestly and openly when interacting with our clients, suppliers and other stakeholders. As such we have a zero-tolerance approach towards bribery in any part of our operation. The objective of this policy is to clearly set out the scope of behaviour that is lawful and that Salt deems acceptable, and to provide a framework to enable our employees, contractors and directors (for the purposes of this policy also referred to as: ‘staff members’ or ‘members of staff’) to conduct themselves ethically and professionally with respect to relevant Anti-Bribery legislation.[1]

[1] This includes the UK Bribery Act 2010 but could also be governed by the US Foreign Corrupt Practices Act 1977 and any other jurisdictional legislation that has extra-territorial application.

II. What qualifies as a bribe?

The UK Bribery Act 2010 (the “UK Bribery Act”) creates offences of:

– offering or receiving bribes.

– bribery of foreign public officials.

– failure to prevent a bribe being paid on an organisation’s behalf.

As stated in the first bullet point, the UK Bribery Act contains general offences covering the offering, promising or giving of a bribe (active bribery) and the requesting, agreeing to receive or acceptance of a bribe (passive bribery). The Act is wide in scope (it is not restricted to the bribing of public officials only) and section 9 of the UK Bribery Act furthermore dictates that companies need to have processes in place to mitigate the risk of bribery.

Bribery is a criminal offence defined as a promise offer or gift (financial or otherwise) to bring about the improper performance of a function or activity. The expression ‘improper performance’ or ‘act improperly’ means performance which amounts to a breach of an expectation that a person will act in good faith, impartially or in accordance with a position of trust. In the recruitment industry, examples of this could be:

– offering a potential client a weekend away or a cash voucher on the condition that they will give preferred supplier status to Salt.

– a client offering a Salt member of staff a watch on the basis that Salt will reduce the price of our services to the client.

– an umbrella company offering a Salt member of staff a cash incentive for referring contractors to them without having entered into a legitimate Referral Fee agreement with Salt on the basis of a Taxable Award Scheme.

III. Forms of bribery

There are various ways in which a bribe can be committed. We have outlined below how we wish to deal with certain situations so to avoid a bribe being committed.

1. Receipt of gifts

Staff members are required to declare in writing to the Head of Compliance & Contractor Management all gifts received in the course of business. Staff members will not be allowed to retain these gifts without the prior approval of the Head of Compliance & Contractor Management unless an exception applies (see below).

For the purposes of this policy, taking a client or business partner to a restaurant/bar or accepting such an invitation falls under 3-Corporate Hospitality & Entertainment.

Where (promotional) gifts are received that represents a value greater than £25 GBP, either personally or through the post, staff members must immediately make the Head of Compliance & Contractor Management aware that they have received the gift. The Head of Compliance & Contractor Management may discuss the circumstances with the respective individual and will make a determination as to whether the gift could be considered as an inducement or reward for improper performance, and will decide whether or not the gift should be accepted or returned.

Staff members must furthermore not accept or agree to receive any gift if they know or suspect it is intended as a bribe.

Cash or equivalent gifts (like vouchers or credit cards) are strictly prohibited irrespective of the value unless such an incentive complies with the requirements that are outlined in 8-Referral fees.

This policy does however not prohibit staff members from accepting promotional gifts of low value not exceeding £ 25 (i.e. pens, & calendars), whether given to them personally, or received through the post, unless staff members regard or could regard the gift (including the accumulation of a series of low-value gifts), as an inducement or reward for improper performance in which case staff members need to flag this with the Head of Compliance & Contractor Management.

Under no circumstances are staff members permitted to request gifts of any kind from clients, potential clients, suppliers or any other third party in the course of business.

2. Giving of gifts to third parties

Salt may from time to time provide staff members with promotional gifts of low value not exceeding 25 GBP for distribution to clients, contractors, or other relevant third parties, in line with accepted industry marketing practices.

Staff members are however prohibited from offering, promising or giving gifts to clients, potential clients, suppliers or any other third party in the course of business without the prior permission of the Finance and Operations Director. Where the giving of a gift is permitted, it will have to be given openly and be appropriately recorded with the Finance & Operations Director.

Permission will only be given if in the circumstances the gift is reasonable in nature, value and timing. However, cash payments or equivalent gifts are strictly prohibited.

3. Corporate Hospitality & Entertainment

Corporate hospitality and entertainment may include drinks, meals, invitations to events, functions, or other social gatherings, in connection with matters relating to Salt’s business.

Such hospitality or entertainment may be acceptable as long as it is reasonable, and proportionate and has a legitimate business aim.

Providing Corporate Hospitality & Entertainment

Salt will not provide corporate hospitality or entertainment to any client, contractor, supplier, or other third parties with the intention of persuading the recipient to act improperly.

The following steps need to be taken if staff members wish to provide corporate hospitality or entertainment to our clients, contractors or other relevant third parties, and the value exceeds £ 50 GBP per person (as also outlined in the Expenses policy):

1. Staff members need to request from the Finance & Operations Director to provide entertainment, and the Finance & Operations Director needs to give approval for the expenditure, which will be determined in accordance with the Expenses Policy. A request for entertainment will need to include at least: details of the recipient, when the recipient was last met or entertained by the company, and the intended venue and budget for the entertainment and or any other details as requested by the Finance & Operations Director;

2. Attendance of a Sales Director is required;

3. The sole purpose for such entertainment is to build the professional relationship between Salt and the recipient/the business they represent;

4. The entertainment is not likely when acting reasonably, to be perceived by the employee, the recipient, or any third party as influencing a business decision or inducing improper performance.

5. The entertainment is offered only to bona fide representatives of the receiving organisation, and does not include invitations to persons connected to the recipient who is not directly involved in the recipient’s business (i.e. members of the recipient’s family unconnected with their business);

6. The invitation is made openly with no attempt of concealment from other members of the recipient’s organisation; or

7. The timing of the invitation or entertainment is not linked to any particular decision or major sales opportunity of the recipient. For example, hospitality should not be arranged to deliberately take place just before a major project/tender is awarded or a supplier performance review.

Accepting Corporate Hospitality & Entertainment

Clients or other business partners may also provide corporate hospitality or entertainment (hereby defined as ‘client event’) to Salt members of staff. This practice is available provided this is in line with industry standards, and it meets the criteria 2-8 as outlined in 3. Corporate Hospitality & Entertainment.

Where a staff member is offered hospitality or entertainment by a supplier or other third party of which the value exceeds £ 50 GBP per person, they must:

– provide their Sales Director with an honest and transparent description of the entertainment and the circumstances under which it is being offered, and;

– gain consent to attend such entertainment by their Head of Compliance & Contractor Management (after having received permission from their Sales Director);

– act professionally at all times and escalate any suspicions of bribery or illegal acts to the Head of Compliance & Contractor Management.

The following are examples of hospitality or entertainment which are unacceptable for a staff member to receive:

– any entertainment which is given as a direct exchange for something in return;

– any entertainment of a sexual or other inappropriate nature;

– any entertainment given where our employee is aware that such entertainment is in contravention of any corporate policy of the organization who hosts the event.

If staff members are unsure about the nature of the activity they have been invited to, please contact the Head of Compliance & Contractor Management or in his absence the Finance & Operations Director.

Where hospitality is offered, promised, given or accepted details of this must also be recorded with the Finance department. This will be monitored by the Head of Compliance & Contractor Management (and escalated to the Finance and Operations Director where appropriate) and the provision and acceptance of hospitality will be kept under review.

4. Donations

Salt does not make contributions of any kind to political parties, causes or politicians. However, we do on occasion make contributions to charities. Members of staff are prohibited from offering, promising or giving political or charitable donations for the purpose of obtaining business or a business advantage for Salt. Any requests for the company to donate to a charity must first be discussed and approved by the Finance and Operations Director.

The purposes of the donation must not violate the relevant Anti-Bribery legislation, the charity must be registered under English law and all monies are to be donated directly to the organisation and not to a particular individual or individuals.

5. Public officials

Under no circumstances shall any employee be entitled to offer any gift, corporate hospitality or entertainment to any public official in the UK or abroad.

6. Facilitation Payments

Facilitation payments are small bribes paid to facilitate routine Government action. The UK Bribery Act makes no distinction between facilitation payments and bribes, regardless of the local business customs or culture. Although this is highly uncommon in our industry, staff members should be aware that in certain countries, such payments to government officials are customary business practice in order to facilitate a routine action or process. However, facilitation payments are illegal in the UK and therefore no member of staff is allowed to make such payments.

7. Referral fees

Salt is not prepared to work with umbrella companies or other business partners (hereinafter: ‘Third Party’) who wish to enter into individual arrangements with our staff members (including but not limited to vouchers, gift cards, financial incentive schemes, days out etc.)

If in contravention of our instruction, we become aware that incentives are paid directly to our members of staff, Salt will other than considering taking disciplinary action against the Salt staff member who accepted the bribe also terminate the business relationship with that company with immediate effect and we may also initiate legal action against the company who acts in violation of this policy and/ or report the case to the authorities.

Salt is, however, willing to accept incentives provided the payment of referral fees meets the following criteria:

In order to be compliant, the Third Party must do the following. The Third Party must enter into a Taxable Award Scheme (‘TAS’) with HMRC under which it

a. grosses up the value of each award and on a regular basis pays over to HMRC a sum representing the PAYE at basic rate tax;

b. agrees not to pay cash or give vouchers that can be turned into cash;

c. ensures that the benefits are given to the Company (to distribute) and NOT directly to the staff members of the company. In this respect the Company means the Finance and Operations Director as a recognised officer of the Company;

d. provides certificates to the Company detailing the value of the awards made and the amount of tax that has been paid on behalf of those who are to receive the awards.

e. enters into a written agreement with Salt under which all of the above is reflected.

All dealings are therefore transparent. Once the referral has been approved, our Finance team will then distribute the relevant cards and certificates to the staff member who made the referral.

Third Parties on our Approved Supplier List have not been chosen because of the reward that is on offer to Salt but because the organisations are understood to be reputable and legitimate. All the organisations have been vetted by the Head of Compliance & Contractor Management. The respective company on our Approved Supplier List will always be presented with an opportunity (but this is by no means obligatory) to offer Salt an incentive scheme as outlined above.

More information on referral fees and how it impacts Salt employees is documented in a separate Referral Fee Policy. A copy of this Referral Fee policy can be requested from the Head of Compliance & Contractor Management.

If one of our members of staff receive a voucher and/or credit card from one of our business partners directly, he or she will have to escalate this to the Finance & Operations Director immediately.

IV. Other measures taken

Other than the processes mentioned above Salt has taken the following steps to combat bribery:

– Periodical risk assessments will be documented to assess the levels of risk the Company is exposed to in its business.

– Other policies are in place (Referral Policy and Expenses Policy). The Expenses Policy outlines that only reasonable hospitality, entertaining and gift giving expenses will be accommodated by the Company and should not induce either party to contract. The Referral Policy outlines in more detail the process for receiving referral fees and how to declare them to HMRC.

– Salt will provide members of staff with training on preventing, detecting and reporting bribery.

– A whistleblowing policy is in place if staff members are concerned that bribery has occurred, may occur or is likely to occur we would encourage staff members to report staff concerns (anonymously) to the Finance & Operations Director or in his absence the Head of Compliance & Contractor Management or the HR manager.

V. Reporting (alleged) bribery

Salt values a proactive anti-bribery stance by any staff member. If a staff member suspects or is asked to accept or offer a bribe they must report this immediately to the Finance & Operations Director or in his absence, the Head of Compliance & Contractor Management or the HR manager.

If a member of staff is found to have acted improperly or behaved in a manner which is in contravention of this policy, they will be subject to the company’s disciplinary policy, which could lead to disciplinary action or cancellation/termination of contracts.

Members of staff should ask themselves at all times “Does this feel right, or am I expecting some business-related reward or advantage to come out of this entertainment?” In case of doubt, he or she is to voice their concern at all times before accepting any incentive in any shape or form.

We will not penalise any employee, and no employee should be concerned about damaging their career prospects with the company due to the loss of any business due directly to the refusal by that employee to give a bribe or an employee raising a concern regarding another employee or third party relating to the giving or receiving of a bribe.

Salt will review this policy on an annual basis to ensure its relevance and effectiveness.

Any queries regarding this Anti-Bribery Policy can be raised with:

Finance & Operations Director

Mark Godfrey

mgodfrey@welovesalt.com

Head of Compliance & Contractor Management

David Korthals

dkorthals@welovesalt.com

HR Manager

Kirsty Pearce-Perkins

Kpearce-perkins@welovesalt.com

Last updated on 15 February 2019