Compliance and Anti Bribery Policy
1. Introductory Statement
1.1 Software Kingdom (Limited / AB / Services SRL) is committed to the highest standards of ethical conduct and integrity in its business activities in the UK/Ireland/Sweden/Norway/Denmark and Finland. This policy outlines the Company's position on preventing and prohibiting bribery, in accordance with the Bribery Act 2010. and in preventing the Company from committing the offence of failing to prevent tax evasion as outlined in the Criminal Finances Act 2017.
1.2 References to the “Company” in this Policy are references to Software Kingdom (Limited / AB / Services SRL), its subsidiaries and affiliates.
1.3 This policy is crucial in our business supporting a global community in working honestly and ethically. It has the full support of the board of directors of the Company (“Board”). It outlines the steps all of us must take to prevent offences of bribery and tax evasion facilitation in our business and to comply with relevant legislation. It does not form part of any employee’s contract of employment, and we may amend it at any time.
2. Purpose and Scope
2.1 This policy applies both internally and externally to the Company.
2.2 All employees of the Company, in addition to temporary workers, consultants, contractors, agents and subsidiaries acting for, or on behalf of, the Company ('associated persons") within the UK/Ireland/Sweden/Norway/Denmark and Finland and elsewhere are required to comply with it.
2.3 The Company’s suppliers, agents, distributors, business partners and customers may also be ‘associated persons’ for the purposes of both the Bribery Act 2010 and the Criminal Finances Act 2017. This policy therefore also applies to them, and you are required to comply with this policy, as outlined in section 8.
2.4 Every employee and associated person acting for, or on behalf of, the Company is responsible for maintaining the highest standards of business conduct. Any breach of this policy is likely to constitute a serious disciplinary, contractual and possibly criminal matter for the individual concerned and may cause serious damage to the reputation and standing of the Company.
2.5 The Company may also face criminal liability for unlawful actions taken by its employees or associated persons under the Bribery Act 2010.
2.6 All employees and associated persons are therefore required to familiarise themselves and comply with this policy, including any future updates that may be issued from time to time.
2.7 Associated persons for the purpose of this policy means any third party who acts for on behalf of the Company such as a supplier, an agent, a distributor; or a partner or customer.
3. Main areas of liability under the Bribery Act
3.1 Under the Bribery Act 2010, a bribe is a financial or other type of advantage that is offered or requested with either the:
3.1.1 intention of inducing or rewarding improper performance of a function or activity; or
3.1.2 knowledge or belief that accepting such a reward would constitute the improper performance of such a function or activity.
3.2 A relevant function or activity includes business activities, or any activity performed in the course of a person's employment, or on behalf of another company or individual, where the person performing that activity is expected to perform it in good faith, impartially, or in accordance with a position of trust. A criminal offence will be committed under the Bribery Act 2010 if an employee or associated person acting for, or on behalf of, the Company:
3.2.1 Offers, promises, or gives a financial, or other advantage, to another person with the intention to induce a person to perform improperly a relevant function or activity or to reward a person for the improper performance of such a function or activity;
3.2.2 Requests or agrees to receive or accept an advantage and in consequence, a relevant function or activity is performed improperly;
3.2.3 Bribes a foreign public official, where the intention is to obtain or retain business or an advantage;
3.2.4 Fails to prevent those persons performing services on its behalf from committing bribery, also known as 'the Corporate Offence'.
4. Facilitation Payments
4.1 Facilitation payments are small payments often made to public officials to “grease the wheels” of necessary functions. Although this is common and permissible in many jurisdictions, it is not permissible by the Bribery Act 2010.
4.2 The Company does not make facilitation payments. If a facilitation payment is requested from you or requested in connection with a project you are working on, you should management.
5. Corporate Entertainment, Gifts, Hospitality and Promotional Expenditure
It is a common misconception that the Bribery Act 2010 seeks to prevent hospitality and corporate entertainment. This is not the case. However, recording the nature and value of gifts, hospitality and associated expenditure can demonstrate that the activity is not bribery, but simply a thank you or part of the normal course of doing business.
6. Charitable Donations
The Company considers that charitable giving can form part of its wider commitment and responsibility to the community. The Company may also support fundraising events involving employees.
7. Sales Performance Incentive Funds
The Company is aware that sales performance incentive funds (SPIFs) can lead to behaviours that are inconsistent with the principles of this policy and possible noncompliance with this policy. The Company will not participate in SPIFs and any incentive-based sales initiative should be approved by management.
8. Offences under the Criminal Finances Act 2017
Tax evasion is a major issue in world trade, despite the many dedicated efforts to prevent it. It diverts money and resources from those who need them most, hindering economic and social development.
8.1 What is tax evasion and how does this affect us?
8.1.1 Tax evasion is the illegal non-payment or under-payment of taxes. It is usually perpetrated by falsely declaring or not declaring taxes due to the relevant tax authority. Tax evasion is a criminal offence. It can be committed by an individual, e.g., in relation to income tax or VAT, or a legal entity, e.g., in relation to corporation tax.
8.1.2 Circumstances in which tax evasion may occur in relation to our business include:
8.1.2.1 a supplier asks us to pay them cash in hand or via some complex payment mechanism that allows them to evade tax; or
8.1.2.2 we become aware that within our supply chain or customer base, the value of goods is not being accurately declared to avoid duty being paid when goods are imported or exported into the UK.
8.2 What are the offences?
8.2.1 The Criminal Finances Act 2017 (CFA 2017) introduced a corporate offence (allowing the Company to be prosecuted) for failure to prevent the criminal facilitation of tax evasion.
8.2.2 All three of the following must occur for criminal liability to arise:
8.2.2.1 criminal tax evasion by a taxpayer, e.g., by a customer or supplier of the Company;
8.2.2.2 criminal facilitation of that tax evasion by the Company’s employee, agent or any other person performing services for us or on our behalf; and
8.2.2.3 failure by the Company to prevent its employee, agent etc from committing the criminal facilitation.
8.3 What can we do to minimise the risk of committing an offence?
The Company may have a defence to these offences (failing to prevent the criminal facilitation of tax evasion) if, when the tax evasion facilitation offence was committed, the Company had reasonable prevention procedures in place. This policy is a central plank to those prevention procedures.
8.4 The Company’s approach to the criminal facilitation of tax evasion
8.4.1 Involvement in the criminal facilitation of tax evasion exposes the Company, and potentially the person facilitating the evasion, to a criminal offence. It will also damage the reputation of the business and the confidence of our customers, suppliers and business partners.
8.4.2 If convicted the Company could be exposed to an unlimited fine and excluded from bidding for certain types of contracts, which would be detrimental to the business, its employees and associated persons.
8.4.3 The Company’s position is simple: we conduct our business to the highest legal and ethical standards. We will not be party to tax evasion or the facilitation of tax evasion in any form.
8.4.4 The Company takes a zero-tolerance approach to tax evasion facilitation by our people and our third-party representatives. We are committed to:
8.4.4.1 rejecting the facilitation of tax evasion; and
8.4.4.2 working with our supply chain to seek reasonable prevention procedures are in place.
9. Risk Management
The Company has established risk management procedures to prevent, detect and prohibit both bribery and tax evasion. The Company will conduct risk assessments for business activities on a regular basis and, where relevant, will identify individuals within the Company who are in positions where they may be exposed to bribery.
9.1 Procedure
9.1.1 The Company will identify high-risk areas, for example projects undertaken in high-risk countries, tenders for work and those working on high-value projects.
9.1.2 The Company will:
9.1.2.1 regularly monitor "at risk" employees and associated persons;
9.1.2.2 regularly communicate with "at risk" employees and associated persons;
9.1.2.3 undertake due diligence of third parties and associated persons; and
9.1.2.4 communicate its zero-tolerance approach to bribery to third parties, including actual and prospective customers, suppliers and joint-venture partners.
9.1.3 Either or both tax evasion and bribery may be more widespread in some countries and business sectors than others. On certain projects or in certain regions, individuals may be told that unless tax evasion or bribery is allowed to take place the Company will not win business. That does not matter. If we were to be involved in even one instance, we would show that we engage in such conduct and be exposed to potential prosecution. This ethical stance is good for our business and is non-negotiable.
10. Records
10.1 Employees and associated persons are required to take particular care in ensuring that all records are accurately maintained in relation to any contracts or business activities of the Company, including financial invoices and all payment transactions with client’s suppliers and public officials (acting in an official capacity in the normal course of their duties).
10.2 Due diligence should be undertaken by employees and associated persons prior to entering into any contract, arrangement, or relationship with a potential supplier of services, agent, consultant or representative.
10.3 Employees should liaise with the relevant Operating Board member prior to entering into any new business arrangement.
10.4 Employees, or individuals working within the Company are required to keep accurate, detailed, and up-to-date records of all corporate hospitality, entertainment or gifts accepted or offered.
11. Reporting, Suspected Bribery or Taxation Offence
11.1 The Company depends on its employees and associated persons to ensure that the highest standards of ethical conduct are maintained in all its business dealings. Employees
and associated persons are requested to assist the Company and to remain vigilant in preventing, detecting and reporting both bribery and tax evasion.
11.2 Employees and workers within the Company are encouraged to report any concerns they may have to management as soon as possible.
11.3 Associated persons external to the Company should report, in the first instance, to their Company contact or project lead who will then report to management.
11.4 Issues that should be reported include:
11.4.1 any suspected or actual attempts at bribery;
11.4.2 concerns that other employees or associated persons may be being bribed; or
11.4.3 concerns that other employees or associated persons may be bribing third parties, such as clients or government officials; or
11.4.4 any suspicions regarding a failure to prevent tax evasion by either an employee or an associated person; or
11.4.5 any suspected or actual attempts to evade tax by an employee or associated person.
11.5 Procedure
11.5.1 Any reports of suspected non-compliance with this policy will be thoroughly and promptly investigated in the strictest confidence. Employees and associated persons will be required to assist in any investigation into possible or suspected non-compliance with this policy.
11.5.2 Employees or associated persons who report instances of bribery in good faith will be supported by the Company. The Company will ensure that the individual is not subjected to detrimental treatment as a consequence of his/her report.
11.5.3 Any instances of detrimental treatment by a fellow employee because an employee has made a report will be treated as a disciplinary offence. An instruction to cover up wrongdoing is itself a disciplinary offence.
12. Action by the Company
12.1 The Company will fully investigate any instances of alleged or suspected non-compliance with this policy. Employees suspected of committing a breach of this policy may be suspended from their duties while the investigation is being carried out.
12.2 The Company will invoke its disciplinary procedures where any employee is suspected of bribery, or non-compliance with this policy and proven allegations may result in a finding of gross misconduct and immediate dismissal.
12.3 The Company may terminate the contracts of any associated persons, including consultants or other workers who act for, or on behalf of, the Company who are found to have breached this policy.
12.4 The Company may also report any matter to the relevant authorities and will provide all necessary assistance to the relevant authorities in any subsequent prosecution.
13. Review of Procedures and Training
13.1 The Company will regularly communicate its compliance and anti-bribery measures to employees and associated persons. The Company will set up training sessions where applicable.
13.2 The Board and/or its audit committee will monitor and review the implementation of this policy and related procedures on a regular basis, including reviews of internal financial systems, expenses, corporate hospitality, gifts and entertainment policies.
13.3 Employees and those working for, or on behalf of, the Company are encouraged to contact management with any suggestions, comments or feedback that they may have on how these procedures may be improved.
14. Compliance by External Associated Parties
14.1 As stated in the various sections, this policy applies to external associated parties.
14.2 They should comply with any contractual requirements placed on them and implement their own internal recording and reporting mechanisms in respect of both non-compliance with this policy and giving and receiving of corporate hospitality and gifts.
14.3 As stated in section 7 above, associated persons external to the Company should report any concerns or non-compliance with this policy, in the first instance, to their Company contact or project lead who will then report to management.
The Company reserves the right to amend and update this policy at any time.