Rayner Group Financial Crimes Prevention Policy

1. POLICY STATEMENT

1.1 Rayner is committed to conducting all of its business in an honest and ethical manner. We seek always to act professionally, fairly and with integrity in our business dealings.

1.2 We are committed to the prevention of financial crime such as money laundering, tax evasion, the funding of terrorist activity, bribery, corruption, fraud and sanctions breaches. Through risk-based internal procedures, policies, systems and controls we are working to ensure that high standards of crime prevention are maintained throughout our business.

1.3 We are bound by the laws of England, including the Terrorism Act 2000, the Proceeds of Crime Act 2002, the Bribery Act 2010 and the Criminal Finances Act 2017, in respect of our conduct both at home and abroad.

1.4 Through this Policy and those that are connected to it (including our Anti-Bribery and Corruption Policy, Prevention of the Criminal Facilitation of Tax Evasion Policy, Data Protection Policy, our Whistleblowing Policy and our Labour Standards Policy) we aim to prevent, deter, detect and investigate all forms of financial crime, corruption and exploitation. Through these Policies and the processes and procedures that support them we aim to ensure that everyone who deals with or represents Rayner, in whatever capacity, does so with integrity and within the law.

1.5 If you have any doubt as to whether any conduct could amount to financial crime, you should refer the matter to Alan Hemmant (Legal Advisor) who is the Chief Compliance Officer for this Policy.

1.6 It is essential that you read and comply with this Policy at all times.

2. WHO IS COVERED BY THE POLICY?

2.1 Everyone working for, or on behalf of Rayner MUST comply with this Policy. This Policy applies to all individuals working at all levels within our business, including senior managers, officers, directors, employees (whether permanent, fixed-term or temporary), consultants, contractors, trainees, seconded staff, home-workers, casual workers and agency staff, volunteers, interns, agents, distributors, sponsors, or any other person associated with us, or any of our subsidiaries or their employees, wherever located ( collectively referred to as Business Partners in this Policy).

For employees: Any act of breach of this Policy is unacceptable. Employees may face disciplinary action, which could result in dismissal. Failure to comply with this Policy may also leave you open to criminal prosecution which can result in a fine and/or imprisonment.

For Business Partners: We may terminate our relationship with any Business Partner working on our behalf if they breach this Policy. Where necessary, we may report such conduct to the appropriate authorities.

Rayner Group: A breach of this Policy by an employee or a Business Partner acting on our behalf could result in Rayner Group breaching its statutory obligations. A breach of this Policy may also leave Rayner Group open to criminal prosecution which can result in the business being fined and would likely lead to negative publicity and serious damage to the reputation of the Rayner Group.

3. ANTI-BRIBERY AND ANTI-CORRUPTION

3.1 Bribery may include the offering, promising, giving, accepting or soliciting of a financial or other advantage as an inducement or reward for an action which is illegal, improper or a breach of trust.

3.2 Bribery by, or of any of our workers or by anyone associated with us will never be acceptable in any circumstance and any suggestion of bribery of, or by anyone connected with us will trigger immediate investigation and action, which may include dismissal of employees and termination of other contractual relationships.

3.3 Facilitation payments (also known as ‘back-handers’ or ‘grease payments’) are also bribes and are unacceptable. These are typically small, unofficial payments or gifts made to public officials to perform, or speed up the performance of, their duties.

3.4 We adopt a zero-tolerance approach towards bribery and corrupt practices and will at all times operate fairly and transparently to comply with the English Bribery Act 2010 and equivalent legislation in other jurisdictions in which we operate. This Policy and our Group Policy on Anti-Bribery and Corruption endorses our zero-tolerance approach to bribery and corruption and sets out the standards to be applied to conduct across the business of the Rayner Group. If you work for or with Rayner you are expected to be familiar with this Policy and our Anti-Bribery and Corruption Policy and to adhere to both at all times.

3.5 Public officials

Under English law, any offer of an advantage to a foreign public official in connection with winning or retaining business could be treated as a bribe, even if nothing improper was intended. Therefore you MUST be very careful when dealing with public officials, in particular from countries outside the UK. Public officials include many types of people. Examples of public officials are:

  • an employee of a government-owned or controlled company;
  • an officer or individual who holds a position in a political party;
  • a candidate for public office; or
  • a person who carries out a public function within any country, such as a policeman, customs official, licensing inspector, planning official, health and safety inspector or an immigration official.

3.6 Any form of corruption, bribery and unfair or anti-competitive practices will have a negative effect on our workplace and our business. We have always taken pride in our ethical approach to doing business and integrity is one of our core values. We insist therefore on integrity from all our workers and from all those with whom we do business.3.7 We have implemented and will continue to implement internal procedures and controls, including training to prevent bribery.3.8 All our employment agreements explicitly require compliance with this Policy, and they expressly prohibit our employees from offering or accepting improper inducements. Any attempt to offer an inducement must be reported to the CEO, the Legal Director and the Chief Compliance Officer.

3.9 In addition we are committed to taking all reasonable steps to ensure that our stance is communicated to all of our non-employee workers, distributors, contractors, suppliers and intermediaries (contracting parties). We expect all our business partners to adopt a zero-tolerance policy to bribery and corrupt practices. In particular, we require, under the terms of our legal agreements, that contracting parties at all times comply with all applicable laws, regulations and sanctions relating to anti-bribery, including but not limited to the English Bribery Act 2010.

4. ANTI-FRAUD

4.1 We are committed to preventing fraud and to the development and maintenance of an anti-fraud culture. We have developed and continue to develop and maintain effective controls to prevent fraud. We expect all those who work for or with Rayner to adhere to all measures and controls advised to them for these purposes.

4.2 If a fraud is suspected or occurs, we will ensure that a prompt investigation takes place, to ascertain a clear and comprehensive understanding of the incident or possible incident, or risk and to assess the need for any changes to our systems and procedures. We will take all appropriate disciplinary and legal action and involve the police as necessary.

4.3 Our systems and procedures are reviewed regularly to ensure continuing compliance and to maintain vigilance in the prevention of fraud.

4.4 Everyone who works for Rayner is required to have the highest standards of honesty and integrity in the exercise of their duties. We will not tolerate fraud, impropriety or dishonesty at any level and will investigate all instances of suspected fraud, impropriety or dishonest conduct whether by someone who works for us or external organisations.

4.5 We will take action, including dismissal and/or legal action, against anyone found to be defrauding or attempting to defraud Rayner, its workers, clients or contractors in relation to Rayner business.

4.6 We will take action, including supporting criminal prosecution, against external organisations defrauding, or attempting to defraud, Rayner or its workers, clients or contractors in relation to Rayner business.

5. SANCTIONS

5.1 A number of countries and international organisations impose sanctions on specified individuals, organisations and/or countries. “Financial” sanctions restrict business with particular countries, people or entities; “Trade” sanctions, or “Export Controls” restrict trade in certain types of goods or services. A current list of sanctioned countries is included in the Appendix to this policy. Trade with these countries (and any others added to the list of sanctioned countries from time to time), is subject to a higher risk profile for sanctions compliance. Dealings with and in relation to these countries must be closely monitored.

5.2 Rayner must comply with all applicable sanctions regimes. Failure to do so could result in serious consequences, including civil and criminal fines, imprisonment and serious reputational damage for individuals and our business. In many cases, attempting to “work around” sanctions rules can also trigger criminal liability. It is essential that we comply strictly with the applicable rules.

5.3 Sanctions rules are complex and it is not always clear when they apply to us or our business. The countries, persons and products which are subject to sanctions change frequently and sometimes another country’s sanctions rules can apply to our business without it being obvious that they will do so.

5.4 Sanctions rules extend to business undertaken indirectly with a sanctioned person or entity. This means that ifwe do business with a partner who is not subject to sanctions but the ultimate customer is subject to sanctions, there could still be a breach of sanctions with all of the serious consequences that flow from breach.

5.5 To avoid a breach of sanctions, you must seek advice in advance from Rayner’s Chief Compliance Officer or the Legal Department whenever you are involved in business which is or may be subject to sanctions rules. In particular, before we do business with any new counterparty, or in any new country or territory, you must check with Rayner’s Chief Compliance Officer or the Legal Department whether sanctions apply or may apply. You must comply with any directions given by the Chief Compliance Officer and the Legal Department in advance of entering into any new business. In some cases, it may not be appropriate for us to continue with proposed new business. In others it may not be appropriate for us to continue in an existing business relationship where the sanctions rules have changed.

5.6 You must always notify the Chief Compliance Officer and the Legal Department immediately if you know or suspect that any Rayner business is being undertaken in sanctioned countries or with sanctioned persons, either directly or indirectly.

5.7 There is a specific recusal policy for Board members and other personnel who are or may be subject to US sanctions (generally those who are US citizens) – such persons should refer to the separate recusal policy and associated practical guidance note. If in any doubt, you should contact the Legal Director.

6. GIFTS AND HOSPITALITY

6.1 Meals, entertainment and gifts are acceptable if they are reasonable and proportionate. Gifts and entertainment that are lavish, however, or used to improperly influence a business decision or reward improper behaviour, or may have the appearance of such, are unacceptable and could be considered a bribe.

6.2 As part of its anti-bribery procedures, Rayner Group has set limits on what gifts are acceptable. You must not offer or accept:

  • any gift of cash or a cash equivalent such as gift cards, vouchers or shares;
  • any gift worth more than £100, unless this has been approved in writing in advance by the Chief Compliance Officer;
  • repeat gifts (i.e. more than three gifts to or from the same person or business within a twelve-month period), even if they are under £100.

These limits apply to gifts offered or accepted in the UK. Please contact the Chief Compliance Officer for the relevant limits in other jurisdictions and if in doubt.

6.3 Hospitality and entertainment whether accepted or given must be kept within acceptable and proportionate limits and must be appropriate for all the circumstances. Anything out of the ordinary, lavish or unreasonable must be avoided. Hospitality and entertainment should normally be no more than £250 per head per event or meal, this would include repeat hospitality (i.e. more than three event or meal invitations to the same person or business within a twelve-month period, even if they are under £250). Any hospitality and entertainment in excess of £250 per head must be approved through the normal Company budget approval process but in addition, must be approved by the Chief Compliance Officer before proceeding. If the recipient of the hospitality and entertainment is a public official then prior authorisation by the Chief Compliance Officer must always be obtained, regardless of value.

These limits apply to hospitality offered or accepted in the UK. Please contact the Chief Compliance Officer for the relevant limits in other jurisdictions.

6.4 All gifts and entertainment offered, given or accepted must be notified to the Executive Assistant/PA to the CEO and recorded in the Gifts and Entertainment Register which is maintained by he:i;. Subject to the type and perceived value of the gift, guidance will be issued on the steps you will be required to take and whether the gift may be retained.

7. HOW TO COMPLY WITH THIS POLICY

7.1 You must:

7.1.1 take reasonable steps (where necessary with the assistance of the Legal Department) to reassure yourself that the supplier, agency, distributor, intermediary or other Business Partner you wish to deal with is honest and acts with integrity and can reasonably be expected to refrain from bribery, fraud, sanctions breaches or money laundering;

7.1.2 ensure all contracts and/or agreements entered into by Rayner are signed by a Director and authorised signatory of Rayner. Any such contracts and/or agreements not signed by a Director of Rayner or a signatory authorised by the Board of Rayner will not be enforceable and will not bind Rayner;

7.1.3 ensure all meetings with public officials are attended by a minimum of two representatives of Rayner (where practicable this should include a Director or other member of senior management);

7.1.4 keep proper, complete and accurate records;

7.1.5 always use approved business channels to make payments;

7.1.6 ensure that Executive Assistant I PA to the CEO is notified and can record any gifts or entertainment offered, given or accepted in the Gifts and Entertainment Register;

7.1.7 comply with the requirements set out in this Policy, including the Gifts and Hospitality procedure as set out in clause 6 above;

7.1.8 report any concerns to the Chief Compliance Officer, the Legal Department or to the confidential compliance email address Compliance@rayner.com

8. BUSINESS PARTNERS – DUE DILIGENCE

8.1 Rayner can be held responsible for bribery committed anywhere in the world by anyone performing services or acting on its behalf. For example, Rayner may be liable if a distributor working on our behalf pays a bribe in order for Rayner to get preferential treatment in a tender process.

8.2 This means that we must satisfy ourselves that our Business Partners do not pose a risk of bribery.

8.2.1 Before entering into any engagement with a new Business Partner, we must make checks and enquiries on that Business Partner. We must be especially careful when engaging a new Business Partner:

8.2.2 who interacts with public officials on our behalf;

8.2.3 is not a UK entity; or

8.2.4 where the contract value is high.

8.3 When dealing with a Business Partner that falls into any of the above categories, the following action should be taken. The list is not intended to be exhaustive and is for illustrative purposes only. Checks should always be tailored to the circumstances of each individual Business Partner or proposed transaction. Further due diligence might be required in appropriate cases.

8.3.1 check whether the Business Partner has ever been investigated for corruption or has any reputational links with corrupt practices;

8.3.2 check whether the Business Partner has its own anti-corruption policy in place;

8.3.3 check whether the Business Partner carries out anti-corruption due diligence on its own suppliers and group companies;

8.3.4 check whether the payment level to the Business Partner is in line with market rates; and

8.3.5 On a case by case basis, consider requesting that the Business Partner provides a warranty in relation to not bribing or engaging in corruption, fraud etc. If in doubt, please consult the Legal Department.

9. TRADE INCENTIVES

9.1 Trade Incentives are incentives of value offered or promised by suppliers (whether distributors, stockists, agencies) and/or their sales personnel (including agency contracted sales personnel) in return for achieving pre-agreed commercial targets such as sales and visibility targets.

9.2 Trade incentives can have a legitimate role to play in business. If a trade incentive is made inappropriately, however, it could be considered a bribe.

9.3 You must ensure that all trade incentives are transparently documented in a written agreement between the contracted supplier and Rayner (not between individuals acting on their behalf) and incentives should never be paid in cash. You should not enter into any agreement (oral, informal or otherwise) or accept any incentive (when offered without any agreement) without the express authorisation of the Chief Compliance Officer.

10. DONATIONS

10.1 We do not make contributions to political parties.

10.2 We only make charitable donations that are legal and ethical under local laws and practices. No donation must be offered or made without the prior approval of the Chief Compliance Officer.

11. MONITORING AND REVIEW

11.1 The Chief Compliance Officer will monitor the effectiveness and review the implementation of this Policy regularly considering its suitability, adequacy and effectiveness. The Rayner Board of Directors will review it annually. Any improvements identified as required to the Policy or the procedures and controls it describes will be made as soon as possible.

11.2 Everyone who works for or with Rayner is responsible for the success of this Policy and should ensure they use it to disclose any suspected danger or wrongdoing.

11.3 You are encouraged to raise concerns about any issue or suspicion of bribery or corruption at the earliest possible stage. We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place; or may take place in the future.

11.4 You are encouraged to comment on this Policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the Chief Compliance Officer. This Policy does not form part of any employee’s contract of employment and it may be amended at any time.

12. IMPLEMENTATION

The Chief Compliance Officer is specifically accountable for the implementation and monitoring of this Policy. The Chief Compliance Officer has accountability for general communication and implementation of, and training relating to, the Policy. This Policy will be communicated to all employees as part of their induction into the Rayner Group. It is included in our Employee Handbook and a copy of the Policy is available on the Company’s shared drive. Training will be given to relevant employees, as appropriate.

Contacts:

Chief Compliance Officer: Alan Hemmant (Legal Department)
Chief Executive Officer: Timothy Clover
Legal Director: Cepta Kelly
Chief Financial Officer: Darren Millington

APPENDIX

SANCTIONED COUNTRIES

As at 23 September 2019 the list of countries subject to sanctions control in either the UK or the US are:

Afghanistan, Belarus, Bosnia & Herzegovina, Burma (Myanmar), Burundi, Central African Republic, DR of the Congo, Crimea, Cuba, Egypt, Eritrea, Guinea-Bissau, Haiti, Iran, Iraq, Ivory Coast, Lebanon, Liberia, Libya, North Korea, Mali, Moldova, Montenegro, Nicaragua, Republic of Guinea, Russia, Serbia, Somalia, South Sudan, Sudan, Syria, Tunisia, Ukraine, Venezuela, Yemen, Zimbabwe.