Corporate social responsibility

Anti-Bribery and Corruption Policy


INTRODUCTION

The Ethics Policy establishes the ethical standards of Helphire Group plc (The Group) and underpins the behaviours we expect of everyone engaged by us when conducting business on our behalf. It is a statement of how we strive to ensure we maintain our reputation as a good corporate citizen. The policy reinforces our values and enables us to build and maintain a reputation that our Business Partners, Customers, Employees and Suppliers are entitled to expect of us.

Our ethical approach affects all areas of the Group. This Anti-Bribery and Corruption Policy and Procedure (the Anti-Bribery Policy) forms part of our Ethics Policy and represents a commitment to doing what is right.

When working for the Group, you are obliged to:

  • Uphold this commitment.
  • Ensure you understand the requirements of Anti-Bribery Policy and the Standards, instructions and associated compliance processes.
  • Always follow them.

OUR POLICY STATEMENT ON BRIBERY AND CORRUPTION

Policy statement

The Group expects its employees to demonstrate honesty, integrity and fairness in all aspects of their business dealings and exercise appropriate standards of professionalism and ethical conduct in all their activities. The Group expects the same approach from its business partners and suppliers in doing business.

Pursuant to this, the Group will not tolerate bribery1 or corruption2 in any form and has a 'zero tolerance' approach to any breach of this policy.

Application

This means that the Group and its employees will never seek, accept or give a bribe, facilitation payment, kickback or other improper payment. We must also always ensure that we operate with appropriate transparency in all our business dealings.

If you are in any doubt as to whether something is appropriate, ask yourself how your fellow employees would view your conduct, or how you would feel if your conduct featured on the front page of a national newspaper. If you are in any doubt as to whether something is right ask your line manager or seek guidance from Group Compliance, Internal Audit, HR Specialist or Internal Solicitors. If you are still uncomfortable or are concerned by the actions of others you can also use the confidential Whistleblowing helpline at 0808 100 5689 (access code 43574#), if you consider that it would be inappropriate to report the issue through line management or have any concern about confidentiality.

Our Policy

We will take appropriate steps to ensure that:

  1. We do not, directly or indirectly, offer, promise, give, accept or demand a bribe or create the impression that a bribe has been offered, authorised or given (including excessive gifts and hospitality) in order to obtain or retain business, or gain any other improper advantage.
  2. We do not offer, or give in to demands, to make illicit or illegal payments to agents, public officials, or the employees of business partners or anybody else that we do business with.
  3. We engage with and remunerate agents and other third parties only for legitimate services and adopt appropriate transparency in our approach.
  4. We promote employee awareness of, and compliance with, company policies against bribery and corruption through appropriate dissemination of our own procedures (including disciplinary procedures) policies and training programmes at induction and subsequently.
  5. We adopt management control systems that discourage bribery and corruption, and adopt financial and tax accounting and auditing practices that prevent the establishment of "off the books" secret accounts or the creation of documents which do not properly and fairly record the transactions to which they relate.
  6. We do not make illegal or inappropriate contributions to candidates for public office or to political parties or to other political organisations.
  7. We raise awareness of the need to combat bribery and corruption with our business partners by publication of this Policy and (where appropriate) relevant contractual provisions and support initiatives designed to reduce the risk of bribery and corruption.

Martin Ward
Group Managing Director
Helphire Group plc
July 2011

1 Definition: The receiving/offering/giving/providing/requesting/accepting of a financial or other advantage, in order to seek to induce a person or to induce a person to give improper assistance in breach of their duty, or to otherwise influence someone with the underlying purpose of obtaining/retaining business, or an advantage in the course of business. "Bribery" for this purpose includes so-called "facilitation" or "grease" payments, defined as non-discretionary payments made to government or public officials to speed up routine administrative processes, even if such payments are nominal in amount.

2 Definition: The misuse of entrusted power/breach of duty for personal gain.


Ethics Policy


1) INTRODUCTION AND OBJECTIVES

1.1 This Ethics Policy is supported by the Board of Helphire Group plc and shall be reviewed from time to time. The policy sets out standards of professionalism and integrity to be maintained by individuals in all the Group’s operations.

1.2 Every employee in Helphire Group plc (the Group) has a right to expect the Group to maintain proper standards and in turn all employees have a duty to maintain these standards through their decisions, actions and communications. A higher responsibility is assumed by those who hold positions of authority. They must openly demonstrate leadership in applying the business practices outlined in this policy.

1.3 This policy provides guidance on the way all employees are expected to conduct themselves, operating with integrity, fairness and in compliance with the law and regulatory requirements as well as Helphire’s values.

1.4 The policy applies to all employees of the business.

1.5. All agents, business partners, and suppliers are expected to adhere to the principles of this policy in their dealings with the Group or its customers. It must therefore be brought to their attention in your dealings with them. They must write to confirm receipt of the Policy and adherence to it and agree to confirm on an annual basis that this Policy has in fact been followed in their dealings with us and on our behalf by 1st September each year.

2) POLICY STATEMENT

2.1 The Group expects all its employees to operate with integrity and to high standards of ethical conduct when carrying out their duties on behalf of the Group.

2.2 In particular they are expected to:

  • Behave honestly and fairly.
  • Comply with all legal and regulatory requirements.
  • Conduct themselves in a manner that will enhance the reputation of the Group.
  • Treat others with respect.
  • Safeguard the assets and property of the Group.
  • Follow the Helphire values.

2.3 Employees must not:

  • Use their authority or position for personal gain.
  • Recruit or promote employees other than on their ability.
  • Take unfair advantage of others through dishonest, unethical or illegal practices.
  • Knowingly make any false or misleading statements.
  • Misappropriate the assets or property of the Group.
  • Seek to comply only with the letter of the law, rule or Group policy whilst ignoring the spirit, where such actions are not in accordance with this Ethics Policy and the Group values.
  • Vary from this Ethics Policy or any Group policy simply on the basis of commercial necessity.

2.4 If in doubt as to your responsibilities please ask (see section 13 below).

3) GENERAL

3.1 This policy provides general guidance on business ethics to all employees but should be read alongside other relevant Group policy statements and the express provisions of service contracts and contracts of employment.

3.2 The provisions of the policy will be rigorously enforced and any infringements could result in disciplinary action being taken against you in accordance with formal procedures and in the most serious cases dismissal from the Group, a police referral for criminal prosecution and a claim for recovery of loss or damage.

3.3 Any person suspected of any infringement of this policy will be given the opportunity to explain their actions before formal disciplinary procedures commence.

4) COMPLIANCE WITH LAWS, RULES AND REGULATIONS

4.1 All Directors should ensure that they are aware of the laws and regulatory requirements affecting their areas of operation and where necessary should seek advice from specialist managers or from the Group Company Secretary’s department/Group Legal where appropriate. In particular all directors should be aware of their responsibilities under the UKLA Listing Rules and the regulatory requirements and Group guidance relating to our core operations such as: Health and Safety, Anti-Bribery regulations, Financial Services Authority and Data Protection Regulations (this list is not exhaustive and may be added to as necessary).

4.2 Directors are responsible for ensuring that employees are familiar with the contents of this Policy and other Group policies.

5) REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOUR.

5.1 An open door approach is encouraged throughout the Group so that, if necessary, any queries and concerns can be brought to the attention of line management.

5.2 Directors should promptly report to the Group Company Secretary any illegal or unethical behaviour of which they become aware. All matters of suspected fraud, theft or misappropriation of Company property must be reported to the Group Company Secretary immediately. If reporting through these channels is considered inappropriate then the Group Chairman, the Chairman of the Audit Committee or a non-executive Director may be contacted.

5.3 Whilst the Group would consider any Director to have a responsibility to disclose serious breaches of this policy, the Whistleblowing Policy provides access to an independent confidential helpline for any employee who would prefer to report matters on a confidential basis. The confidential helpline is available on 0808 100 5689 (access code 43574#). The Group will not tolerate reprisal or bullying of anyone who in good faith reports a serious breach of this or any other Group policy. All employees are expected to co-operate fully in any internal investigation into illegal or unethical behaviour.

6) CONFIDENTIALITY

6.1 All employees must maintain the privacy of non-public confidential information entrusted to them by the Group, its customers or any other party with whom the Group conducts business. Specific categories of confidential information that should never be disclosed to persons outside the Group, except where disclosure is authorised or legally required would include:-

  • Business operating information, business and marketing plans, volume data, pricing policies, contract terms, customer and supplier data as well as personal data under the Data Protection Act.
  • Unpublished financial results, sales details, budgets, incentive targets and business initiatives under consideration falling within the normal definition of inside information.
  • Confidential information should not be improperly collected, stored or distributed, lost or destroyed.

7) CONFLICTS OF INTEREST

7.1 All employees owe a duty of care to the Group to avoid situations which may give rise to a conflict of interest. A conflict of interest occurs when the private interests or actions of an individual may interfere with the interests of the Group as a whole and make it difficult for an individual to perform his or her work objectively and effectively. Conflicts of interest may also arise where a director or senior manager or a member of his or her family received improper benefits or personal advantage as a result of his or her position in the Group. All such potential conflicts of interest must be notified to the individual’s immediate line manager or to the Group Company Secretary.

7.2 All Directors must disclose any direct or indirect interest including shareholdings and family relationships in any competitor company, contractor, supplier, consultancy, business partner or any other person or body working with or providing goods or services to the Group.

7.3 It is particularly important that any Director engaged in purchasing activities or responsible for placing orders for work and services makes an annual declaration to their functional manger or executive director of any material interests that they, their spouses or dependents have in suppliers, contractors, consultants or other third parties engaged by the Group. They should also disclose all corporate hospitality and/or gifts they received in the course of their duties having regard to the separate Group 'Gifts and Hospitality' Policy.

8) INSIDER TRADING

8.1 Directors who have access to non-public information regarding the Group are not permitted to use or share that information for purposes of trading in Group shares or for any other purpose except the conduct of the Group’s business. All non-public information should be considered confidential information. To use non-public information for personal financial benefits or to advise those who might make an investment decision on the basis of that information, is both unethical and a criminal offence.

9) FINANCIAL COMPLIANCE AND FINANCIAL RECORDS

9.1 The Group’s financial records should be complete and accurate so that they reflect the true state of the business and disclose the true nature of disbursements and transactions. All the Group’s books, records, accounts and financial statements must be maintained in reasonable detail using standard Group systems; must appropriately reflect the Group’s transactions; must conform both to applicable legal requirements and generally accepted accounting principles and to existing systems of internal control. In particular it is prohibited to undertake transactions that contravene tax laws, legal regulations and/or policy or procedural requirements of the Group including:

  • Making any payment arrangement which is not disclosed to the Group's solicitors or fails to comply with Group Policy on Anti Money Laundering.
  • Making or approving any payment with the understanding that any part of such payment is to be used for any purpose other than that recorded in the Group's books of account and by the documents supporting the payment.
  • Establish undisclosed funds or assets or to make false or misleading entries in any books of accounts or accounting documents or to destroy accounting records and supporting documents within required statutory retention periods.
  • Use Group funds or assets for any unlawful purpose.
  • Knowingly make false or inaccurate statements in the Group’s risk assessment returns and declarations to the Group Finance Department.
  • Knowingly make any false or inaccurate statements to any of the internal or external Auditors carrying out periodic reviews of the Group's accounting records and internal controls.

10) ANTI-CORRUPTION

10.1 Corruption causes loss and damage, inhibits business growth, is harmful to the reputation of the business, and may result in criminal and civil liability and penalties for the Group and individuals.

10.2 The Group and every related business prohibits its directors, managers, officers and employees, from engaging in any form of corruption in relation to its business and affairs.

10.3 Anti-corruption action by individual organisations is unlikely on its own to reduce corruption in our sector to any significant extent. There must, in addition, be concerted and collaborative action by all stakeholders and the Group will support all UK initiatives and will work with other stakeholders to reduce corruption in the sector.

10.4 The Group’s Anti-Bribery Policy deals with these matters in more detail.

10.5 All donations, gifts and hospitality received by the Group and related businesses or its Directors, officers or employees must comply with the Group Policy on Gifts and Hospitality.

11) ACCOUNTABILITY AND SUPPORT

11.1 Each Director is accountable and responsible for ensuring compliance with Group financial and other policies, including this Ethics Policy, and where applicable, ensuring that adequate records are maintained to demonstrate compliance. Support is also provided at Group plc Board level through:-

  • The use of external auditors who audit Group financial statements to ensure that they give a true and fair view of performance and to comment fully on financial control weaknesses identified in their management letters.
  • The Group Internal Audit team who will undertake a programme of internal reviews and comment on the standard of internal control and compliance with Group policies and procedures within any given area of the Group. The Group Internal Auditor team formally reports to the Audit Committee on the action taken over any significant control problems identified by external and/or internal audits, the Whistleblowing Policy and/or any other source.
  • The risk assessment process.

12) LINKS TO OTHER POLICIES

12.1 All other Group Policies, including policies on employee purchases and discounts, hospitality, gifts and entertainment should be read in the light of and in conjunction with this Ethics Policy and Code of Conduct.

13) QUESTIONS ABOUT THIS POLICY

13.1 If you have any questions about this policy, apparent conflicts between the application of this policy and legal requirements and procedures, or your conduct or the conduct of others in a particular circumstance please contact your immediate manager, the Group Company Secretary, or Group Compliance Manager. Should you consider contact through these channels inappropriate please feel free to contact either the Chairman of the Board, the Chairman of the Audit Committee or non-executive Director. Alternatively should you prefer to do so then refer your concerns to the Group’s confidential Whistleblowing Helpline (see 5.3 above).

Martin Ward
Chief Executive Officer
Helphire Group plc
July 2011

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