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, the Criminal Finances Act 2017 and the Sanctions and Anti-Money Laundering Act 2018, 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, 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 the Rayner Group Legal Department.
1.6. It is essential that you read and comply with this Policy at all times.
2. Who is covered by this 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).
2.2. 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.
2.3. 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.
2.4. 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.
3.1. 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.
3.2. 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.
3.3. Our systems and procedures are reviewed regularly to ensure continuing compliance and to maintain vigilance in the prevention of fraud.
3.4. 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.
3.5. 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.
3.6. 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.
4.1. 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.
4.2. A current list of sanctioned countries is included in the Appendix to this policy. In keeping with the constant review of sanctions policy by respective governments, this list is subject to change from time to time. The sanctioned countries list is split between ‘Black’ and ‘Grey’ designations. Those with ‘Black’ designations have blanket embargoes, meaning there must be no trade with these countries. Those that have a ‘Grey’ designation may be traded with, but are subject to a higher risk profile for sanctions compliance. Dealings with and in relation to these countries must be closely monitored.
4.3. 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.
4.4. 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.
4.5. Sanctions rules extend to business undertaken indirectly with a sanctioned person or entity. This means that if we 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 such breach.
4.6. To avoid a breach of sanctions, you must seek advice in advance from Rayner’s General Counsel 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 General Counsel or the Legal Department whether sanctions apply or may apply. You must comply with any directions given by the General Counsel and the Rayner Group 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.
4.7. You must always notify the General Counsel and the Rayner Group 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.
4.8. 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 Rayner Group Legal Department.
5. How to comply with this Policy
5.1. You must:
- take reasonable steps (where necessary with the assistance of the Rayner Group 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;
- ensure all contracts and/or agreements entered into by Rayner are signed by an authorised signatory of Rayner. Any such contracts and/or agreements not signed by a director of Rayner or a signatory authorised by the Executive Committee of Rayner will not be enforceable and will not bind Rayner;
- 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);
- keep proper, complete and accurate records;
- always use approved business channels to make payments;
- comply with the requirements set out in this Policy;
- report any concerns to the General Counsel, the Legal Department or to the confidential compliance email address email@example.com.
6. Business Partners – Due Diligence
6.1. 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.
6.2. This means that we must satisfy ourselves that our Business Partners do not pose a risk of bribery. 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:
- who interacts with public officials on our behalf;
- is not a UK entity; or
- where the contract value is high.
6.3. When dealing with a Business Partner that falls into any of the above categories, the following action should be taken:
- check whether the Business Partner has ever been investigated for corruption or has any reputational links with corrupt practices;
- check whether the Business Partner has its own anti-corruption policy in place;
- check whether the Business Partner carries out anti-corruption due diligence on its own suppliers and group companies;
- check whether the payment level to the Business Partner is in line with market rates; and
- 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.
6.4. The above 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.
7. Trade Incentives
7.1. 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.
7.2. 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.
7.3. 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 General Counsel.
8. Monitoring and Review
8.1 The General Counsel and the Rayner Group Legal Department will monitor the effectiveness and review the implementation of this Policy regularly considering its suitability, adequacy and effectiveness. The Rayner Group Executive Committee 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.
8.2. Everyone who works for or with Rayner is responsible for adherence to this Policy and should ensure they use it to disclose any suspected danger or wrongdoing.
8.3. 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.
8.4. 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 General Counsel or a member of the Rayner Group Legal Department.
8.5. This Policy does not form part of any employee’s contract of employment and it may be amended at any time.
Reviewed by the Rayner Group Executive Committee on 22nd August 2023
Signed on behalf of the Rayner Group Executive Committee by: Timothy Clover, Chief Executive Officer