Anti-Bribery and Corruption

Training –For Distribution

@bei 2020
Part 1 –The Importance of Anti-Bribery and
Corruption to BEI
Anti-bribery and corruption
Why is it so important to BEI

• Acting with integrity

• Our reputation is really important –to our clients, investors, employees

and other stakeholders

• There is increasing international focus by governments, intergovernmental

organisations, regulators and prosecutors

• Recent laws and prosecutions

• Our customers/ clients are also increasingly focused on this area

• Requesting representations, warranties and other contractual protections

BEI values
Acting with integrity
What does acting with integrity mean?

• Acting with the highest ethical standards is the

basis of BEIs Code of Business Conduct (CoBC)

• We must comply with applicable anti-bribery and

corruption laws wherever we do business

• We must not participate in bribery or corruption

whether directly or indirectly
Anti-bribery and corruption International
governmental focus

• The Organisation for Economic Co-operation and

Development (OECD) has a mission to promote
policies that will improve the economic and social
well-being

• These include anti-bribery and corruption policies

• Applicable laws –most countries have anti-bribery

and corruption laws
Applicable laws

• Raised the bar internationally

• Prohibits bribery in both the public and private
sectors

Main offences:
• Bribing another person/being bribed
• Bribing a foreign public official
• Introduced a new offence: corporate offence of
failure to prevent bribery
New corporate offence Failing to prevent
bribery

Strict liability offence –only defence is adequate procedures (i.e. ethics programme)
Defence to corporate offence Adequate
procedures

• What are adequate procedures?

• The Ministry of Justice has provided guidance

The six principles are:

1. Proportionate procedures
2. Top level commitment
3. Risk assessment
4. Due diligence
5. Communications (including training)
6. Monitoring and review
Five things to remember about the
Bribery Act
• Applies to both BEI and you
• When giving/receiving gifts and hospitality you
need to exercise caution. You also need to comply
with the BEI gifts and hospitality procedure
• Be aware of the risks third parties can represent –
carry out appropriate due diligence
• Facilitation payments are not allowed
• The Act covers conduct anywhere in the world
Anti-bribery and corruption
Client focus increasing

• Why is their increased client focus on anti-bribery and corruption?

• Prompted by increased focus of governments in this area

• Sustainability agenda also pushing an increase in reviews of integrity and

compliance matters

• What does this mean for BEI?

• Clients and other third parties are increasingly carrying out more detailed due
diligence on BEI. This includes due diligence on our ABAC programme

• Clients and other third parties are now looking for representations, warranties and
other contractual protections in respect of BEI compliance with ABAC laws and its
ABAC programme
Part 2 –Higher Risk Areas for BEI
Bribery and corruption
Higher risk areas for BEI
We may be at higher risk of encountering bribery and corruption in certain situations. For example:

• Bids and tenders

• Dealing with government officials

• Higher risk activities in high risk countries

• Third parties who may be acting for, or on behalf of, BEI (e.g. JV partners and third parties assisting
with visas, imports, licences and permits)

• Activities of the target in respect of any potential merger or acquisition –we will buy the problem

• Payments and receipts

• Appropriate assessment of ABAC risk is always required, not just for those areas listed above
Higher risk areas for BEI
Bids/Tenders
• Bids involving government officers
• Particular care needs to be taken for bids made to government officers
• Areas to look out for include:
• –Bidding process –open and transparent?
• –Any suggestion by government officer to use a particular intermediary,
subcontractor(s) or employ specific people
• –Gifts and hospitality to government officer –revised procedure
• –Any unusual requests
Bids involving potential clients registered offshore or in tax havens
• Consider
• –Who is the ultimate beneficiary/client?
• –What is the purpose behind registering the company offshore/ in tax haven?
• –Where may client funds have originated?
Higher risk areas for BEI
Government officials
• Dealing with government officials (including through the engagement of local agents, individuals or private
companies who provide such services to BEI) in respect of:
• Visas/immigration
• Customs clearance/freight forwarding
• Licences/permitting
• Be vigilant for requests for facilitation payments and ensure the following:
• Rates are genuine and transparent
• A valid receipt is provided by the relevant government department or agency
• There is a proper process for payment (cash should be avoided and if unavoidable must be through a
cashier who provides a valid receipt)
• If there is a “fast track” service available, this is provided by the relevant government department or
agency and the rate for the service is clearly published
• If using a third party for the service, their fees are clearly set out, the rates/fees paid are no more than the
published government rates and copies of valid receipts are provided by the third party for all amounts
paid
Higher risk areas for BEI
High risk countries
• High risk activities in high security countries. As well as items on previous slides,
this also includes provision of the following services:
• Meet and greet
• Local security
• Secure compounds/living areas
• If using third parties for these activities, ensure you understand how they are
proposing to provide these services
• Is it reliant on use of government employees, e.g. police/army/immigration?
• Have proper channels been followed? E.g. usual immigration line or ‘fast
track’/met ‘air side’
• Is the provider subcontracting out provision of service to someone else?
• Look out for facilitation payments/other unusual activities
• Involve BEI Security, as appropriate, if there is a physical threat
Higher risk areas Third parties

• Due diligence must always be undertaken of any third party who may be acting for, or on behalf of
BEI

• Particular care should be taken for:

• JV partners –follow the third party due diligence procedure detailed below

• Agents –the agents and sponsors procedure must be followed

• Public relations officers (PROs) who provide visa/immigration services

• Suppliers of services in high risk areas or countries

• Suppliers specified by the client –confirm client has appropriate due diligence process/has carried
out appropriate due diligence. If not then must be done by BEI

• Other suppliers of services (e.g. permits, licences and import clearances)

Higher risk areas Third parties
(continued)

• A new BEI third party due diligence procedure has been implemented:

• Must complete questionnaire for higher risk third parties

• BEI must ensure that third parties engaged by it directly or indirectly are
aware of ABAC issues and that such individuals receive adequate training
in this area.

• This extends not only to employees but, for example, to sole traders,
individuals engaged through companies, sub-contractors and consultants.
A clear understanding needs to be had of the training that has been/or is
being undertaken by such persons or companies
Higher risk areas
Merger and acquisition targets

• Potential merger or acquisition target

• Be vigilant for any red flags or unusual behaviour or arrangements

which come to light when undertaking any due diligence,
irrespective of what you are actually looking for

• Post-acquisition we are likely to be liable for the acts of the target

• If you discover any concerns or suspicions then raise them with a

member of the BEI Legal Team immediately
Higher risk areas
Payments and receipts
Payments and receipts
Those payments made to or received from:
• Offshore –i.e. to a country other than where the recipient is registered/domiciled
or where the services/goods being paid for are provided or undertaken. See the
Offshore Payments Procedure
• A third party
• A tax haven
• Higher risk countries (below 50 on the Transparency International Index) and not
paid in the local currency

You must understand

• What a payment is being made for
• Where it is going
• The reasons for payment being made in the way it is
Part 3 –Anti-Bribery and Corruption
BEI approach to Governance
Ethics committee of the board

• Sub-committee of the BEI board, chaired by a non-executive director

Key responsibilities:
• Reviewing and monitoring business ethics within the company, including
compliance with relevant legislation, regulation and current best practice
• Reviewing and, where appropriate, investigating allegations relating to ethics
• Reviewing and approving BEI Code of Business Conduct (CoBC) at least annually
• Reviewing and considering the implementation of the CoBC and procedures issued
by BEI in support of the CoBC
• Considering and reviewing the extent, implementation and effectiveness of BEI
training on business ethics
Ethics officers

• Key roles

• Act as a point of contact for ethics related

communications, advice, questions or concerns

• Promotion of ethics –promote ethical behaviour,

assist in the implementation of training, the
administration of the the roll-out of ethics related
initiatives
Code of Business Conduct (CoBC)

• A set of principles or ethical standards to

guide us, and those who work on our behalf
and under our direction, in the conduct of our
day-to-day business
Other policies/guidance

• Gifts and Hospitality Procedure

• All gifts and hospitality over 500.000 (or equivalent)

must be approved

• Each employee must maintain a register of all gifts and

hospitality –your responsibility

• Must be followed before any agent/sponsor is engaged

Other policies/guidance

• Third Party Due Diligence Procedure

Applies to, amongst others:
• ‒All potential joint venture partners
• ‒All potential sub-contractors/ suppliers of services in countries with a
Transparency International Index score of less than …
• ‒Any companies or individuals who it is proposed to engage in order to provide
services in relation to higher risk areas
• Facilitation Payment Guidance
• BEI has a zero-tolerance approach to facilitation payments
• Provides practical guidance if asked to make such a payment
• If in doubt ask your Ethics officer
Part 4 -Upholding the CoBC and
Reporting
Raising Concerns

Any potential or suspected ethics breaches can be reported by any of

the following official methods:

• To your Line Manager

• Reports may be made anonymously -but it assists us if we can

communicate with the reporter

• Efforts will be made to keep confidential -but BEI may be under a

reporting requirement

• HR-related matters should be referred to HR or through the

employee grievance procedure
Question