Anti-Bribery and Corruption Policy

1. INTRODUCTION

1.1 Aims and Objectives

One of the key values of Avanti Communications Group plc (Avanti), is integrity in everything it does. In support of this principle, Avanti will only conduct business in compliance with the law, including all anti-bribery and corruption laws and regulations in all jurisdictions in which Avanti operates, including, but not limited to the UK Bribery Act 2010 (Bribery Act) and the US Foreign Corrupt Practices Act 1977 (FCPA). A summary of the Bribery Act, which came into force on 1 July 2011, as well as its key points of distinction from the FCPA, is contained in Section 2 below.

The aim of this policy is to:

  • set out Avanti’s business practice for countering corruption and bribery;
  • give guidance to its subsidiaries, employees, consultants, business partners and all persons acting on behalf of, or performing services for, Avanti;
  • protect the business, resources and reputation of Avanti and its subsidiaries; and
  • protect all employees, officers, directors and other stakeholders of Avanti and/or its subsidiaries from the consequences of wrongdoing.

1.2 Core Message – Purpose and Scope

Avanti is committed to conducting its business fairly, honestly and transparently. It is Avanti policy never to offer, promise, pay, solicit, request, agree to receive or accept bribes or kickbacks or other prohibited payments or activities (whether in cash or any other form of inducement) to or from private individuals, foreign public officials or government officials.

Bribery is a criminal offence and Avanti has a zero tolerance policy towards it, regardless of the identity or position of the originator or recipient of the bribe. This zero tolerance policy is endorsed and supported by the highest level of Avanti’s management and its board of directors.

This policy applies to Avanti, its subsidiaries, its employees (including all officers and directors) and all persons acting on behalf of, or performing services for, Avanti anywhere in the world. Employees, officers, directors and those acting on behalf of Avanti (including consultants, advisors and representatives) must ensure that this policy is observed and report any potential breaches of this policy to the Avanti Compliance Officer.

This policy serves as a minimum standard and compliance with it by all employees, officers and directors of Avanti and/or its subsidiaries is mandatory at all times. Every employee, officer and director of Avanti and its subsidiaries is required to:

  • read and understand this Policy at the time of hire and annually thereafter and to comply with its provisions;
  • promptly disclose to the Avanti Compliance Officer any activities which do not comply with this Policy; and
  • seek guidance from their line manager or the Avanti Compliance Officer when in doubt as to whether a particular activity is prohibited.

1.3 Compliance Manager and Policy Amendments

The General Counsel and/or her nominee shall act as the Avanti Compliance Officer.

This policy, and any amended version that may apply to Avanti and its subsidiaries from time to time, shall be published on the Avanti website (www.avantiplc.com).

This policy supersedes and replaces any earlier version.

2. Legislation

As a UK incorporated company Avanti is expected to adhere to the Bribery Act across its global operations.

There are four offences documented by the Bribery Act.

1. Active Bribery involves the offering, promising or giving of a bribe. It is an offence to offer or give a financial or other advantage with the intention of inducing that person to perform a relevant function or activity (essentially any function of a public nature and any activity connected with a business that would be expected to be performed in good faith or impartially or by a person in a position of trust) improperly (see below) or to reward that person for doing so.

2. Passive Bribery involves the requesting, agreeing to receive or accepting of a bribe. It is an offence to receive a financial or other advantage intending that a relevant function or activity should be performed improperly as a result. Improper performance will be judged by whether it breaches the expectation of what a reasonable person in the UK would expect in relation to the performance of the type of function or activity concerned. However, the function or activity need have no connection to the UK.

3. Bribery of foreign public officials covers the scenario where a person offers or gives a financial or other advantage to a foreign public official with the intention of influencing the foreign public official and obtaining or retaining business.

4. Failure of commercial organisations to prevent bribery is an offence committed only by commercial organisations (companies and partnerships) where:

  • a person associated with a relevant commercial organisation (which includes not only employees, but agents and external third parties) bribes another person (i.e. commits one of the offences above) intending to obtain or retain a business advantage; and
  • the organisation cannot show that it had adequate procedures in place to prevent bribes being paid.

Under this corporate criminal offence, a company may be guilty even if no one within that company knew of the bribery. The company’s defence is limited to showing that it had “adequate procedures” to prevent bribery. This effectively creates a burden on Avanti to ensure that its anti-corruption procedures are sufficiently robust to stop any employees, agents or other third parties acting on the its behalf or on behalf of one of its subsidiaries from committing bribery.

The definitions of “relevant commercial organisation” and “associated person” are very wide. The latter includes people who perform services for or on behalf of the company regardless of their capacity, so may include, for example, the company’s employees, advisors, subsidiaries or joint ventures.

2.1 Penalties

The penalties for breaching the provisions of the Bribery Act are severe, with conviction carrying up to 10 years imprisonment or an unlimited fine (or both) for individuals, and unlimited fines for businesses. Businesses also risk being debarred from competing for public contracts under the Public Contracts Regulations 2006, and are in any event likely to incur negative publicity and damage to their reputation.

2.2 Liability of Senior Officers

If any of the general offences of bribing another person, being bribed, or bribing a foreign public official is committed by a body corporate, any “senior officer” is guilty of the same offence if he or she has consented to or connived in the commission of the offence provided that, if the offence is committed outside the UK, he or she has a close connection to the UK. The provision emphasises again the need for an organisation’s anti-corruption culture to be led from the top.

“Senior Officer” is widely defined to include a director, manager, secretary, or similar officer. A close connection will be established if the officer is a British citizen, British National (Overseas), an individual ordinarily resident in the UK or a body incorporated under the law of any part of the UK.

In addition, the FCPA applies to any of Avanti’s employees who are US citizens, wherever located.

3. POLICY AND PROCEDURES

In light of the legislation discussed above, the following principles should be adhered to.

3.1 Third Parties

A “Third Party” is any individual not employed by Avanti or one of its subsidiaries, or any entity not owned or controlled by Avanti or one of its subsidiaries, that provides services or engages in business activities, on behalf of Avanti or one of its subsidiaries. Third Parties include a wide range of different individuals and could include, but not be limited to:

  • agents;
  • sales representatives;
  • consultants;
  • advisors (including tax and financial advisors, accountants and lawyers);
  • joint venture partners;
  • visa processors;
  • suppliers of services;
  • contractors or subcontractors; and
  • any other service provider who acts on behalf of Avanti and/or one of its subsidiaries in any way in connection with its business.

No employee, officer or director of Avanti and/or its subsidiaries may engage a Third Party until sufficient due diligence has been performed to conclude with reasonable assurance that such Third Party understands and will fully abide by the FCPA and the Bribery Act and will comply fully with Avanti’s anti-bribery and corruption policy. The due diligence procedure to be followed is set out in Section 4 below.

Where these Third Parties provide services to Avanti, they are considered “associated persons” for the purpose of the Bribery Act.

Compensation paid to Third Parties must be appropriate and justifiable remuneration for legitimate services rendered. The relationship must be documented and the Third Party must contractually agree to comply with Avanti’s anti-bribery and corruption policy as if it applied directly to them. Avanti reserves the right to terminate its relationship with any Third Party that pays or solicits bribes or in any other way violates this policy or the law.

All potential agreements with business partners and intermediaries involving success fees or bonuses must be approved in advance by the senior management team of Avanti.

3.2 Facilitation Payments

Facilitation payment are small payments made to secure or speed up routine actions – usually by public officials – such as issuing permits, immigration controls, providing services or releasing goods held in customs. The facilitation payment is typically demanded by low level and low income officials to obtain levels of service normally available.

Avanti prohibits ‘facilitation’ or ‘grease’ payments and it is Avanti’s policy to take all possible steps to ensure that Third Parties do not make facilitation payments on behalf of Avanti or any of its subsidiaries.

Employees paying facilitation payments will not be able to claim reimbursement and will be subject to disciplinary action, which may include the termination of their employment.

If you have doubts about a payment and suspect that it might be considered a facilitation payment, question the legitimacy of the demand and resist it, only making the payment if the official or third party can provide a formal receipt or written confirmation of its legality. If the demander refuses, ask to speak to his senior officer and inform him that the payment may subject you to prosecution under UK law and that you will be required to report it to the UK embassy in the country of the demand. If practicable, obtain senior management approval for the payment or consult the Avanti Compliance Officer. If the demand is accompanied by immediate threat of physical harm then put safety first, make the payment and report immediately to senior management and the Avanti Compliance Officer the circumstances and amount of the payment.

All payments made and resisted must be reported to the Avanti Compliance Officer.

You can continue to pay for legally required administration fees or fast-track services as these are not facilitation payments, but a receipt should be obtained.

3.3 Payments to Foreign Government or Public Officials

No employee, officer or director of Avanti or its subsidiaries, nor any Third Party, shall offer, promise, give, receive, agree to receive or accept (or countenance) any payment to secure, maintain, or direct business, or for any other purpose, to or from any government or foreign public official.

3.4 Gifts, Hospitality and Business Entertainment

Gifts, entertainment and other courtesies including, but not limited to, cash, presents, political or charitable donations and hospitality, such as meals, hotels and invitations to events, can in certain circumstances all be considered bribes under the Bribery Act and/or the FCPA.

The Bribery Act is not designed to criminalise bona fide, proportionate and reasonable hospitality or promotional and other business expenditure which is aimed at better public relations. It is Avanti’s policy that gifts, entertainment and other courtesies may be offered to and accepted from Third Parties where they are ordinary and customary in the context of industry standards, comply with all applicable laws and regulations, do not create a conflict of interest, and where the relevant approvals as detailed in this policy have been given.

Gifts must be reasonable and not excessive. Employees may also accept and offer business hospitality, such as meals and entertainment, provided it has a legitimate business purpose and the expense is proportionate and not excessive. Prior approval from the Avanti Compliance Officer is required for all gifts and hospitality with a value of $150. The Avanti Compliance Officer shall maintain a Gifts Register in which all such approvals are recorded. Employees should keep a written record of all hospitality or gifts accepted or received, which may be subject to managerial review. All expenses claims relating to gifts, hospitality or expenses incurred to Third Parties must be submitted in accordance with the Avanti expenses policy.

You shall not accept anything of value if it may compromise your independence or judgment, or could induce you to award or offer services in a biased or non-competitive fashion. In giving or offering gifts, entertainment or other courtesies, you should consider, amongst other things, whether the other party’s receipt of such is likely to limit their ability to render impartial decisions, and in the case that it may or would appear to others to limit such ability, the gift should not be offered.

Gifts, entertainment and other courtesies may fall into one of three categories which, in addition to the principles above, have differing levels of approval requirements:

  • those that are usual, proportionate to your role and level, or customary in the course of business and are of nominal value, can be accepted and approved by yourself, subject to applying the ‘self-approval checklist’ below;
  • those that are possibly acceptable, but are unusual and not proportionate with your role or level, so would need prior written approval from your line manager and the Avanti Compliance Officer before acceptance; and
  • those that are never acceptable under any circumstances.

SELF APPROVAL CHECKLIST

Questions to ask yourself:

  • What is the intent? If the gift or hospitality is just to build a relationship or common courtesy, it is acceptable. If it is to influence a decision, then it is NOT acceptable.
  • What is the frequency? If the gift or hospitality is modest and infrequent it is acceptable. If it is offered or accepted often, it may become an obligation and therefore would become unacceptable.
  • Are you certain it is legal in your country and/or the country of the third party?
  • Is the gift or hospitality being offered allowed under the recipient organisation’s policy?
  • Would you be embarrassed if your manager or colleagues became aware of the gift or hospitality being offered? If the answer to this is yes, then it is probably not appropriate to accept it.
  • Are you being hypocritical? Only offer what you would be comfortable accepting and vice versa.

If you are in any doubt at all as to which category the gift and hospitality falls, or you have any doubts about the propriety of giving or receiving a particular gift or hospitality, then you must consult the Avanti Compliance Officer.

3.5 Political Contributions by Avanti

A political contribution is a contribution, financial or in kind, to support a political cause. Financial contributions can include both donations and loans. In-kind contributions can include gifts or loans of property, provision of services, advertising or promotional activities endorsing a political party, purchase of tickets to fundraising events and contributions to research organisations or ‘think-tanks’ with close associations to a political party.

Avanti’s policy is not to make political contributions in any form whether to political parties, political causes or to support individual political candidates. This does not cover personal political contributions made by Avanti directors and employees, provided the contributions are not intended to retain or secure a business advantage for Avanti or any of its subsidiaries.

In certain countries, corporate political contributions are lawful and expected as a matter of good corporate citizenship. Under these circumstances, contributions may be appropriate if prudent in amount, openly made and not likely to harm Avanti or any of its subsidiaries’ reputation if publicised and otherwise consistent with the exercise of good judgment. The prior approval from the Avanti Compliance Officer will, however, be required.

3.6 Charitable Donations

Avanti does not seek to discourage its employees from supporting bona fide charitable organisations through their own fundraising or individual effort outside and unconnected to their employment. Avanti may also choose to provide support to the communities in which it operates business and to make donations, whether in the form of services, knowledge or direct financial contributions. The Avanti Compliance Officer must, however, approve any charitable donation made by or on behalf of Avanti or one of its subsidiaries and the senior management team will be required to first ensure, through appropriate due diligence, that charitable contributions are not used as a subterfuge for and do not constitute bribery.

3.7 Protection Money

In some parts of the world ‘protection’ is offered. This is a form of extortion which may involve physical threats. Avanti will not pay protection money. However, we have an obligation to ensure the health and safety of our employees and consultants. If the demand is accompanied by immediate threat of physical harm then put safety first, make the payment and report immediately to the Avanti Compliance Officer the circumstances and amount of the payment. In certain situations this may lead to a cessation of business.

3.8 Cash Payments

To avoid even the appearance of impropriety, no receipt from any party nor any payments to any party shall be made in cash. The only exceptions for cash payments are taxi fares, tips, tolls and other such payments, for which a receipt must always been acquired and submitted for approval in accordance with the expenses claim procedure. No corporate cheques shall be written to “cash,” “bearer,” or third party designees of the party entitled to payment. At all times, regard should be had to the nature of the payment and whether, following a common sense and reasonableness test, it is appropriate to make the payment. If you have any concerns whatsoever, it is advisable to make contact with your manager and/or the Avanti Compliance Officer.

4. IMPLEMENTATION

4.1 Responsibility for the Policy

Every employee, director and officer of Avanti and/or its subsidiaries has a responsibility to counter bribery in Avanti by complying fully with this policy. It is the responsibility of every member of the senior management team to communicate this policy and to ensure that all employees and external parties working on behalf of Avanti, within their area of responsibility, understand and comply with this policy.

4.2 Books and Records

Employees, officers and directors of Avanti and its subsidiaries must, where reasonably practicable, help to ensure that corporate books and records accurately and fairly reflect, in reasonable detail, all transactions and dispositions of assets. No undisclosed or unrecorded fund or asset may be established or maintained for any purpose. No employee shall participate in falsifying any accounting or other business record and all employees must respond fully and truthfully to any questions from Avanti’s internal or independent auditors. Forging or fraudulently altering documents belonging to Avanti or any of its subsidiaries is strictly prohibited and subject to sanction.

4.3 Warning Signs

Employees, officers and directors of Avanti must be alert for conduct that could signal that a Third Party intends to make or conceal improper payments. This would include “red flags” such as the following:

  • unusual payment patterns or financial arrangements;
  • any lack of visibility as to the actual services the Third Party offers;
  • requests for unusually high commissions;
  • apparent lack of qualifications or resources on the part of the Third Party to perform the services offered;
  • the Third Party has a close connection with or is managed/owned (at least in part) by a public official or customer. This includes connections with family members of government or public officials and customers;
  • a request for payment for expenses or purposes inconsistent with the terms of the agreement with the Third Party;
  • the Third Party is an unknown company with no track record of doing business and/or appears to have no office or workplace;
  • the Third Party makes any of the following demands:
    • payments of “commission” to others;
    • payments of “commission” in cash or other untraceable funds; and
    • payments of commission” into foreign bank accounts or to unidentifiable companies;
  • the Third Party is unwilling or unable to provide the due diligence information requested; or
  • the Third Party tries to make late changes to fee/commission arrangements (either generally or for individual projects).

4.4 Communication and Training

Avanti will ensure that all of its employees, and all of the employees of its subsidiaries, are informed about and understand this policy. All employees will receive relevant training which will cover implementation of this policy, the consequences of failing to comply with this policy and guidance on how to respond to bribe requests and how to report potential violations.

4.5 Monitoring

Risk assessment and review of policies and procedures including approval by the board of directors of Avanti and its senior management team will take place annually as well as when the firm’s operations change. Monitoring is the responsibility of all of the members of the senior management team in conjunction with the Avanti Compliance Officer.

4.6 Third Parties

The use of Third Parties represents a risk area for bribery as Avanti can be liable for the acts of such Third Parties. It is therefore important to conduct full due diligence on each Third Party prior to engagement.

Avanti’s anti-bribery policies and compliance standards must be included in the terms of contract with the Third Party.

All payments to Third Parties must be approved by the relevant financial officer and made in the name of the relevant Third Party only.

Once engaged, Third Parties should be monitored regularly to check that they remain in compliance with Avanti’s anti-bribery and corruption policy.

All Third Parties engaged prior to the implementation of this policy shall be provided with a copy of this policy and requested to comply with it.

5. BREACHES OF THIS POLICY

5.1 Any employee who breaches this policy will face disciplinary action, which could result in dismissal for misconduct or gross misconduct.

5.2 We may terminate our relationship with other individuals and organisations working on our behalf if they breach this policy.

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