Rayner Group Anti-Bribery and Corruption 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 all our business dealings and relationships wherever we operate and to implementing and enforcing effective systems to counter bribery.

1.2. We are bound by the laws of England, including the Bribery Act 2010, in respect of our conduct both at home and abroad.

1.3. The purpose of this policy is to:

1. set out our responsibilities, and of those working for Rayner, in observing and upholding our position on bribery, corruption and ethical conduct; and
2. provide information and guidance to those working for Rayner on how to recognise and deal with bribery and corruption issues and unethical conduct.

1.4. Bribery and corruption are punishable for individuals by up to ten years’ imprisonment and if we are found to have taken part in corruption we could face an unlimited fine, be excluded from tendering for public contracts and face damage to our reputation. We therefore take our legal responsibilities very seriously.

1.5. We have identified that the particular risks for our business include a lack of awareness amongst our staff and those associated with us. To address those risks, we conduct risk assessment and awareness training for those of our staff who we have identified as being at risk. We aim to provide guidance for those associated with us and make our position on bribery clearly known. Our contractual provisions and our employment policies and rules reflect our stance on this matter and we encourage our staff to come forward with any concerns.

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

 

2. Who is covered by this Policy?

This policy applies to all individuals working at all levels, 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 workers in this policy).

 

3. What is Bribery?

3.1. A Bribe means a financial or other inducement or reward for action which is illegal, unethical, a breach of trust or improper in any way. Bribes can take the form of money, gifts, loans, fees, hospitality, services, discounts, the award of a contract or any other advantage or benefit.

3.2. Bribery includes offering, promising, giving, accepting or seeking a bribe.

3.3. All forms of bribery are strictly prohibited. If you are unsure about whether a particular act constitutes bribery, raise it with your manager or the Rayner Legal Department.

3.4. Specifically, you must not:

1. give or offer any payment, gift, hospitality or other benefit in the expectation that a business advantage will be received in return, or to reward any business received;
2. accept any offer from a third party that you know or suspect is made with the expectation that we will provide a business advantage for them or anyone else;
3. give or offer any payment (sometimes called a facilitation payment) to a government official in any country to facilitate or speed up a routine or necessary procedure.

3.5. You must not threaten or retaliate against another person who has refused to offer or accept a bribe or who has raised concerns about possible bribery or corruption.

 

3. Gifts and Hospitality

3.1. This policy does not prohibit normal and appropriate hospitality (given and received) to or from third parties, to the extent such conduct is not forbidden under local laws or regulations. As a supplier of medical devices and pharmaceuticals, various ethical and legal requirements govern our interactions with health care professionals. We need to be aware of and abide by such requirements.

3.2. The giving or receiving of a gift is not prohibited, if the following requirements are met:

1. 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;
2. it complies with local law;
3. it does not include cash or a cash equivalent (such as gift certificates or vouchers);
4. it is appropriate in the circumstances;
5. taking into account the reason for the gift, it is of an appropriate type and value and given at an appropriate time;
6. it is given openly, not secretly; and
7. it is not offered to, or accepted from, government officials or representatives, or politicians or political parties (such gifts are strictly prohibited).

4.3. The practice of giving business gifts varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift or hospitality is reasonable and justifiable. The intention behind the gift should always be considered.

4.4. Rayner Group has set limits on what gifts are acceptable. You must not offer or accept:

1. any gift of cash or a cash equivalent such as gift cards, vouchers or shares;
2. any gift worth more than £100, unless this has been approved in writing in advance by the General Counsel;
3. 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 Rayner Group Legal Department for the relevant limits in other jurisdictions and if in doubt.

4.5. 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.

4.6. 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 General Counsel before proceeding. If the recipient of the hospitality and entertainment is a public official then prior authorisation by the General Counsel must always be obtained, regardless of value. These limits apply to hospitality offered or accepted in the UK. Please contact the Rayner Group Legal Department for the relevant limits in other jurisdictions.

 

5. What is not Acceptable?

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

1. 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;
2. 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;
3. 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;
4. 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 Rayner in return;
5. threaten or retaliate against another worker who has refused to commit a bribery offence or who has raised concerns under this policy; or
6. engage in any activity that might lead to a breach of this policy.

 6. Facilitation Payments and Kickbacks

6.1. We do not make, and will not accept, 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. They are not commonly paid in the UK but may be common in some other jurisdictions in which we operate.

6.2. If you are asked to make a payment on Rayner’s behalf, 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 must raise these with your manager or a member of the Rayner Group Legal Department.

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 Rayner.

 

7. Donations

 

We do not make contributions to political parties. 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 Executive Officer or the Chief Financial Officer.

 

8. Your Responsibilities

8.1. You must ensure that you read, understand and comply with this policy.

8.2. The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us 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 the Chief Executive Officer, General Counsel or your region’s Legal Counsel 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 client or potential client offers you something to gain a business advantage with us 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 Annex to this .

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 other workers if they breach this policy.

 

9. Record-Keeping

9.1. We must keep financial records and have appropriate internal controls in place evidencing the business reason for making payments to third parties.

9.2. You must declare and keep a written record of all hospitality or gifts accepted or offered, which will be subject to managerial review. You must always notify gifts@rayner.com of any hospitality or gifts with an estimated value over £50 you receive as we must maintain a record of such gifts. Such notification should include details of the provider of such gift / hospitality, the reason for the gift / hospitality and the estimated value.

9.3. You must ensure all expenses claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with our 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 clients, 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.

 

10. How to Raise a Concern

You are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage. If you are unsure whether a particular act constitutes bribery or corruption, or if you have any other queries, these should be raised with the Rayner Group Legal Department.

 

11. What to do if you are a victim of Bribery or Corruption

It is important that you tell both your manager and the Rayner Group Legal Department 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 another form of unlawful activity.

 

12. Protection

12.1. 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. We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.

12.2. 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. 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 General Counsel immediately. If the matter is not remedied, and you are an employee, you should raise it formally using our Grievance Procedure, which can be found in our Employment Handbook and on the Company’s shared drive.

 

13. Training and Communication

13.1. Training on this policy forms part of the induction process for all new workers. All existing workers will receive relevant training on how to implement and adhere to this policy.

13.2. Our 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.

 

14. Who is responsible for this Policy?

14.1. The Executive Committee of the Rayner Group has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it.

14.2. The 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. 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.

 

15. Monitoring and Review

15.1. 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.

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

15.3. All 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 General Counsel or a member of the Rayner Group Legal Department.

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

 

APPENDIX – Potential Risk Scenarios / ‘RED FLAGs’

The following is a list of possible red flags that may arise 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.

If you encounter any of these red flags while working for us, you must report them promptly to the General Counsel or your region’s Legal Counsel:

1. you become aware that a third party engages in, or has been accused of engaging in, improper business practices;
2. 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;
3. 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;
4. 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;
5. a third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business;
6. a third party requests an unexpected additional fee or commission to “facilitate” a service;
7. a third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;
8. a third party requests that a payment is made to “overlook” potential legal violations;
9. a third party requests that you provide employment or some other advantage to a friend or relative;
10. you receive an invoice from a third party that appears to be non-standard or customised, you are asked to alter an invoice to a third party;
11. a third party insists on the use of side letters or refuses to put terms agreed in writing;
12. you notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided;
13. 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;
14. you are offered an unusually generous gift or offered lavish hospitality by a third party.

 

Contacts:

Chief Executive Officer:                         Timothy Clover

Chief Financial Officer:                           Geoffrey Allan

General Counsel:                    Alan Hemmant

 

Reviewed and approved by the Rayner Group Executive Committee on 22^nd August 2023

 

Signed on behalf of the Rayner Group Executive Committee by: Timothy Clover, Chief Executive Officer