Anti-corruption policy

Geotechnical Instruments Limited wishes to notify all of our business partners of the significant changes in UK anti-corruption law brought about by the Bribery Act 2010 and the urgent need for all our business partners to take appropriate action to ensure awareness of the offences and to protect against incurring liability to the extent such actions have not already been taken. 

ISSUE

The Bribery Act 2010 came into force on 1 July 2011. It introduced changes in the law that could significantly impact the conduct of our business, both in the UK and abroad, in that:

-It extends the crime of bribery to cover all private sector transactions (previously bribery offences were confined to transactions involving public officials and agents).

-It contains a new strict liability offence of failing to prevent bribery. An organisation will only have a defence to this offence if it can show it had "adequate procedures" in place to prevent bribery.

-Its scope is extensive – the offences are very broadly defined and it has significant extra-territorial reach.

-The offences contained in the Bribery Act carry criminal penalties for individuals and organisations. For individuals, a maximum prison sentence of ten years and/or an unlimited fine can be imposed; for companies, an unlimited fine can be imposed.

-A commercial organisation commits an offence if a person associated with it bribes another person for that organisation's benefit.

A person is "associated" with a commercial organisation if it performs services for or on behalf of the organisation, regardless of the capacity in which they do so. This can be construed broadly and could cover our agents, employees, subsidiaries, intermediaries, joint venture partners and suppliers.

This can create criminal liabilities both for Geotechnical Instruments Limited and for any of our business partners who fail to take adequate steps to prevent bribery and corruption.

We wish to make clear to all of our business partners that we regard ethical and legal conduct as being of the highest priority.
 

• We have established procedures within our organisation to prevent bribery and corruption.
• The Board of Directors have resolved that this issue is of the highest importance.
• Our procedures include risk assessment and proper due diligence, and they establish clear communications and reinforce our whistle-blowing policies, involving ongoing monitoring and review of our systems.

BRIBERY OFFENCES

The Act contains four offences:

• A general offence covering offering, promising or giving a bribe.
• A general offence covering requesting, agreeing to receive or accepting a bribe.
• A distinct offence of bribing a foreign public official to obtain or retain business.
• A new strict liability offence for commercial organisations where they fail to prevent bribery by those acting on their behalf.

The Act is not retrospective.
 

CRIMINAL PENALTIES

The potential consequences of being convicted of a bribery offence include criminal penalties for both individuals and companies:

• Individuals can be jailed for up to ten years and/or receive an unlimited fine.
• Companies can receive unlimited fines.

PARTICULAR RISKS

We wish to alert you to particular risks of being involved in corruption which may leave us and you vulnerable.  In particular:

Public procurement: If you or we are convicted of "active corruption" we will face mandatory exclusion under EU law from carrying out public contracts in the EU.  If convicted of the offence for failing to prevent bribery, public authorities would have discretion to exclude us from public contracts.  This could represent a huge loss of business and reputation damage for the Group.

Corporate hospitality and gifts: There is a risk that corporate hospitality, such as customer or supplier entertainment, and the giving or receiving of gifts might be seen as bribery, especially in dealings with foreign public officials.  Lavish hospitality or gifts must be avoided, both the giving and receiving.

Facilitation payments: These are payments demanded by officials (or others) simply to secure or expedite the performance of their normal duties (for example, granting a licence, allowing goods to cross a border, and so on).  These are commonplace in some jurisdictions, but the making of such payments, regardless of how small, is an offence under the Act.  (Note: the equivalent US legislation (Foreign Corrupt Practices Act 1977) currently specifically exempts such payments provided they are not unlawful in the relevant jurisdiction, but the Bribery Act does not.)

COMPLIANCE WITH RELEVANT REQUIREMENTS

We ask that you ensure that you have in place appropriate procedures and systems to ensure that you shall:

• comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
• not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
• have and shall maintain in place your own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and shall enforce them where appropriate;
• promptly report to the Board of Directors of Geotechnical Instruments Limited any request or demand for any undue financial or other advantage of any kind received by you in connection with the performance of your business with us;
• immediately notify us (in writing) if a foreign public official becomes an officer or employee of your or acquires a direct or indirect interest in you;
• ensure that any person associated with you who is performing services or providing goods in connection with your business with us does so only in compliance with the points in this letter.

Thank you for your ongoing cooperation and commitment.