Bribery Act

 

EGO RESTAURANTS HOLDINGS

 

BRIBERY ACT COMPLIANCE AND CORPORATE HOSPITALITY POLICY

 

  1. PURPOSE

 

1.1     The purpose of this Policy is to:

 

(a)     set out the Company’s responsibilities, and the responsibilities of those working for EGO RESTAURANTS HOLDINGS, in observing and upholding our position on bribery, corporate hospitality, gifts and facilitation payments; and

 

(b)     provide information and guidance to those working for EGO RESTAURANTS HOLDINGS on how to recognise and deal with bribery issues.

 

1.2     Bribery is punishable for individuals by up to ten years’ imprisonment and if EGO RESTAURANTS HOLDINGS is found to have taken part in such activity, the Company could face an unlimited fine and face significant reputational damage. We therefore take our legal responsibilities very seriously.

 

1.3     We have identified that the following are particular risks for our business:

 

Corporate hospitality and gifts: There is a risk that corporate hospitality, such as supplier entertainment and the giving or receiving of gifts might be seen as bribery.

 

Facilitation payments: These are payments demanded by officials (or others) simply to secure or expedite the performance of their normal duties (for example, granting a licence, allowing goods to cross a border, and so on).  These are commonplace in some countries, but the making of such payments, regardless of how small, is an offence under the Bribery Act 2010.

 

The policy in respect of these matters is set out in paragraphs 4, 5 and 6.

 

  • In this Policy, third party means any individual or organisation you come into contact with during the course of your work for EGO RESTAURANTS HOLDINGS, and includes actual and potential suppliers, customers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.

 

  • The provision by EGO RESTAURANTS HOLDINGS of loyalty schemes is outside the scope of this Policy.

 

  1. WHO IS COVERED BY THE POLICY?

 

2.1     This Policy applies to all individuals working at all levels and grades, including senior managers, officers, directors, employees (whether permanent, fixed-term or temporary), consultants, contractors, trainees, seconded staff, homeworkers, casual workers and agency staff, volunteers, interns, agents or any other person associated with EGO RESTAURANTS HOLDINGS, or any of our subsidiaries or their employees, wherever located (collectively referred to as workers in this Policy).

 

  1. WHAT IS BRIBERY?

 

  • A bribe is an inducement or reward offered, promised or provided in return for any commercial, contractual, regulatory or personal advantage.

 

  • There are four main offences under the Bribery Act 2010:

 

(a)     offering a bribe;

 

  • receiving a bribe;

 

  • bribing a foreign public official;

 

  • the corporate offence of failing to prevent bribery by an associated person for the organisation’s benefit.

 

 

Examples:

 

Offering a bribe

 

You offer a potential business partner tickets to a major sporting event or concert, but only if they agree to do business with EGO RESTAURANTS HOLDINGS.

 

This would be an offence as you are making the offer to gain a commercial and contractual advantage.  We may also be found to have committed an offence because the offer has been made to obtain business for us.  It may also be an offence for the potential business partner to accept your offer.

 

Receiving a bribe

 

A supplier gives your nephew or niece a job, but makes it clear that in return they expect you to use your influence in EGO RESTAURANTS HOLDINGS to ensure we continue to do business with them.

 

It is an offence for a supplier to make such an offer. It would be an

offence for you to accept the offer as you would be doing so to gain a personal advantage.

 

Bribing a foreign official

 

You arrange for the business to pay an additional payment to a foreign official to speed up an administrative process, such as clearing our goods through port.

 

The offence of bribing a foreign public official has been committed as soon as the offer is made.  This is because it is made to gain a business advantage for EGO RESTAURANTS HOLDINGS. We may also be found to have committed an offence.

 

 

 

 

  1. GIFTS AND HOSPITALITY

 

4.1     The provision of gifts and hospitality is relatively common when doing business and is not unlawful.  However, gifts, hospitality and political or charitable donations will be bribes if they are given or received with the intention of influencing business decisions.

 

  • It is therefore important for EGO RESTAURANTS HOLDINGS to clearly set out its policy on what is and what is not acceptable, taking into account the particular nature of its business, accepted practice within the industry and the countries in which it operates.

 

  • You should assume that all dealings will become public knowledge and must be capable of standing up to rigorous scrutiny.

 

  • Except as described in paragraphs 4.11, 4.12 and 4.14; or in support of charitable events approved by the Executive Committee, the soliciting of gifts and / or hospitality is prohibited.

 

  • Gifts / hospitality should not be offered to, or accepted from, government officials or representatives, or politicians or political parties, without the prior approval of the Company Secretary & General Counsel.

 

  • During any negotiations or tender processes (including the preparation of lists of potential tenderers) with existing or potential suppliers, service providers, local or central government agencies or any other related third party no hospitality, gifts or entertainment whatsoever should be accepted or given. This is to ensure that EGO RESTAURANTS HOLDINGS cannot be said to have been influenced, or perceived to have been influenced, in making a business decision as a consequence.

 

  • All gifts or hospitality must be approved in writing by the immediate line manager and the relevant Executive Committee member and by the Chief Executive officer. Incentive awards as referred to in paragraph 4.11) and any events outside of the United Kingdom can only be accepted with the prior approval in writing of the Chief Executive Officer.

 

  • All gifts received should be provided to EGO RESTAURANTS HOLDINGS for disposal, typically by raffle or auction, with all proceeds to be provided to an approved charity supported by the Company.

 

  • Subject to paragraphs 4.3 to 4.18, a gift or hospitality should only be given or received if all of the following requirements are met:

 

  • it is not made with the intention of influencing a third party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits;
  • it does not include cash or a cash equivalent (such as gift certificates or vouchers);
  • it is appropriate in the circumstances. For example, it is customary for small gifts to be given at Christmas time;
  • taking into account the reason for the gift, it is of an appropriate type and value and given at an appropriate time;
  • it is given openly, not secretly; and
  • it is only of small intrinsic value.
    • The receipt or giving of modest hospitality, whilst it is an accepted courtesy, should not be of a frequency or scale significantly greater than that which would be provided in return.

 

  • Subject to paragraphs 4.3, 4.5 to 4.9 it is acceptable for third parties to sponsor or fund (in whole or in part) incentive awards to our employees (including the provision of accommodation and hospitality greater than the employee would be expected to provide in return) provided that:

 

  • the event provides a clear and justifiable commercial benefit to EGO RESTAURANTS HOLDINGS: and
  • written approval has been obtained from each of (i) the relevant line manager, (ii) the relevant Executive Committee member and (iii) the Chief Executive Officer.
  • The approval of only the relevant Executive Committee member shall be required for any promotional incentives which are available to all sales personnel by brand or division with individuals potentially receiving no more than £50 (or the non-cash equivalent).
    • Subject to paragraphs 4.3, 4.5 to 4.9, it is acceptable for third parties to sponsor or fund (in whole or in part) internal conferences, team meetings, awards events and trade shows (including the provision of hospitality greater than would be provided in return) provided that prior written approval has been obtained from the relevant line manager, Executive Committee member.
    • Subject to paragraphs 4.3 to 4.10, it is acceptable to attend industry events such as conferences, annual dinners or awards evenings at the invitation of third parties (including the provision of accommodation for the employee only for one night only or such longer period as may be approved by the Chief Executive Officer) provided that prior written approval has been obtained from each of (i) the relevant line manager, (ii) the relevant Executive Committee member and in respect of such events outside of the United Kingdom (iii) the Chief Executive Officer.
    • Subject to paragraphs 4.3 and 4.6 to 4.10, it is acceptable to perform trade visits with potential suppliers to experience relevant industry products, services or customer offerings at the invitation of third parties provided that:
  • accommodation is not provided by the third party;
  • attendance at the trade visit provides a clear and justifiable commercial benefit to EGO RESTAURANTS HOLDINGS, and
  • written approval has been obtained from the relevant line manager and relevant Executive Committee member.
    • Subject to paragraphs 4.3 to 4.10 the test to be applied is whether in all the circumstances the gift or hospitality is proportionate, reasonable and justifiable. The intention behind the gift or hospitality should always be considered.
    • Employees must ensure that all gifts and hospitality received or given are approved in accordance with this Policy prior to the giving or receiving of the gift or hospitality. The authorisation form should be used for this purpose.  Each Executive Committee member is responsible for maintaining a log of all gifts and hospitality received or given for all individuals in their respective functions. The pro forma log should be used for this purpose.

It is not necessary to obtain approval for and to log low value hospitality that is incidental to a normal business activity.  Examples include:

  • employees may be invited to attend training courses or seminars as part of their continuing professional development at no charge at which breakfast or lunch are provided.
  • employees may provide or receive modest meals or drinks to and from third parties including suppliers or service providers.
    • Finally, given the diverse nature of business relationships, it is neither possible nor appropriate to document every eventuality. However, it should be understood that employees shall never use their position or authority for personal gain and should reject any business practice which might reasonably be deemed improper.

 

  • Failure to comply with the policy and practice set out above may result in disciplinary action being taken against the employee

 

  1. WHAT IS NOT ACCEPTABLE?

 

5.1     It is not acceptable for you (or someone on your behalf) to:

 

(a)     give, promise to give, or offer a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;

 

(b)     give, promise to give, or offer a payment, gift or hospitality to a government official, agent or representative to “facilitate” or expedite a routine procedure;

 

(c)     accept payment from a third party that you know or suspect is offered with the expectation that it will obtain a business advantage for them;

 

(d)     accept a gift or hospitality from a third party if you know or suspect that it is offered or provided with an expectation that a business advantage will be provided by us in return;

 

(e)     threaten, criticise or retaliate against another worker who has refused to commit a bribery offence or who has raised concerns under this policy; or

 

(f)      engage in any activity that might lead to a breach of this policy.

 

 

 

 

 

 

  1. FACILITATION PAYMENTS AND KICKBACKS

 

6.1     EGO RESTAURANTS HOLDINGS do not make (directly or indirectly), and will not accept (directly or indirectly), facilitation payments or “kickbacks” of any kind.  Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government action by a government official.

 

  • If you are asked to make a payment on behalf of EGO RESTAURANTS HOLDINGS, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided.  You should always ask for a receipt which details the reason for the payment.  If you have any suspicions, concerns or queries regarding a payment, you should raise these with the Company Secretary & General Counsel.

 

6.3     Kickbacks are typically payments made in return for a business favour or advantage.  All workers must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by or on behalf of EGO RESTAURANTS HOLDINGS.

 

  1. DONATIONS

 

7.1     EGO RESTAURANTS HOLDINGS does not make contributions to political parties. We only make charitable donations that are legal and ethical under local laws and practices.  All donations must be referred to the Company Secretary & General Counsel who will arrange for the appropriate approval processes to be considered.

 

 

  1. YOUR RESPONSIBILITIES

 

8.1     You must ensure that you understand and comply with this Policy.

 

8.2     The prevention, detection and reporting of bribery are the responsibility of all those working for EGO RESTAURANTS HOLDINGS or under our control.  All workers are required to avoid any activity that might lead to, or suggest, a breach of this Policy.

 

8.3     You must notify your manager or the Company Secretary & General Counsel or the Confidential Disclosure Hotline as soon as possible if you believe or suspect that a conflict with this policy has occurred, or may occur in the future.  For example, if a supplier or potential supplier offers you something to gain a business advantage with EGO RESTAURANTS HOLDINGS, or indicates to you that a gift or payment is required to secure their business.  Further “red flags” that may indicate bribery or corruption are set out in the Schedule to this policy.

 

8.4     Any employee who breaches this Policy will face disciplinary action, which could result in dismissal for gross misconduct.  We reserve our right to terminate our contractual relationship with any workers if they breach this Policy.

 

  1. RECORD-KEEPING

 

9.1     EGO RESTAURANTS HOLDINGS must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.

 

9.2     Each worker must declare and keep a written record of all hospitality or gifts accepted or offered, which will be subject to managerial review.

 

9.3     Each worker must ensure all expenses claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with EGO RESTAURANTS HOLDINGS expenses policy and specifically record the reason for the expenditure.

 

9.4     All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as customers, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness.  No accounts must be kept “off-book” to facilitate or conceal improper payments.

 

  1. WHAT TO DO IF YOU ARE A VICTIM OF BRIBERY OR CORRUPTION

 

10.1   It is important that you tell the Company Secretary & General Counsel or the Confidential Disclosure Hotline as soon as possible if you are offered a bribe by a third party, are asked to make one, suspect that this may happen in the future, or believe that you are a victim of or are at risk of becoming implicated in another form of unlawful activity. Any matter raised in this way will be dealt with in strict confidence.

 

  1. PROTECTION

 

11.1   Workers who refuse to accept or offer a bribe, or those who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions.  EGO RESTAURANTS HOLDINGS encourages openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.

 

11.2   We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery, or because of reporting in good faith their suspicion that an actual or potential bribery offence has taken place, or may take place in the future.  Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern.  If you believe that you have suffered any such treatment, you should inform the Company Secretary & General Counsel immediately.  If the matter is not remedied, and you are an employee, you should raise it formally using our Grievance Procedure, which is available in the Policies and Benefits Library on the Intranet.

 

  1. TRAINING AND COMMUNICATION

 

12.1   Training on this policy forms part of the induction process for all workers. Any questions about how this policy is to be applied should, in the first instance, be addressed to your line manager or if more detailed guidance is required, please refer it (via your line manager) to the Company Secretary & General Counsel.

 

12.2 .2.2Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate thereafter.

 

  1. WHO IS RESPONSIBLE FOR THE POLICY?

 

13.1 The Board of Directors has overall responsibility for ensuring this Policy complies with our legal and ethical obligations, and that all those under our control comply with it.

 

13.2 The Company Secretary & General Counsel has primary and day-to-day responsibility for implementing this Policy, and for monitoring its use and effectiveness and dealing with any queries on its interpretation. Any such queries will be dealt with swiftly and confidentially.

 

13.3 Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it.

 

  1. MONITORING AND REVIEW

 

14.1 The Company Secretary & General Counsel will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy and effectiveness.  Any improvements identified will be made as soon as possible.

 

14.2   Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption and to monitor compliance with this Policy.

 

14.3   All workers are responsible for the success of this Policy and should ensure they use it to disclose any suspected danger or wrongdoing.

 

14.3 Workers are invited to comment on this Policy and suggest ways in which it might be improved.  Comments, suggestions and queries should be addressed to the Company Secretary & General Counsel.

 

14.4 This policy does not form part of any employee’s contract of employment and it may be amended at any time.

 

SCHEDULE

 

POTENTIAL RISK SCENARIOS: “RED FLAGS”

 

1       The following is a list of possible red flags that may arise during the course of you working for EGO RESTAURANTS HOLDINGS and which may raise concerns under various anti-bribery and anti-corruption laws.  The list is not intended to be exhaustive and is for illustrative purposes only.

 

2       If you encounter any of these red flags while working for us, you must report them promptly to your manager or to the Company Secretary & General Counsel or via the Confidential Disclosure Hotline:

 

(a)     you become aware that a third party engages in, or has been accused of engaging in, improper business practices;

 

(b)     you learn that a third party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a “special relationship” with foreign government officials;

 

(c)     a third party insists on receiving a commission or fee payment before committing to sign up to a contract with us, or carrying out a government function or process for us;

 

(d)     a third party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;

 

(e)     a third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business;

 

(f)      a third party requests an unexpected additional fee or commission to “facilitate” a service;

 

(g)     a third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;

 

(h)     a third party requests that a payment is made to “overlook” potential legal violations;

 

(i)      a third party requests that you provide employment or some other advantage to a friend or relative;

 

(j)      you receive an invoice from a third party that appears to be non-standard or customised;

 

(k)     a third party insists on the use of side letters or refuses to put terms agreed in writing;

 

(l)      you notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided;

 

(m)    a third party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to us;

 

  • you are offered an unusually generous gift or offered lavish hospitality by a third party.

 

June 2018