John Laing Code of Conduct for Anti Bribery and Corruption Compliance The Bribery Act 2010 (the 2010 Act ), in addition to consolidating previous legislation into one statute, introduces a new corporate offence of failure to prevent bribery, which means that companies unable to demonstrate that they have implemented adequate procedures to prevent corrupt practices internally, or by third parties on their behalf, could be exposed to unlimited fines as well as other collateral consequences such as debarment from public contracts. The purpose of this Code of Conduct is to: set out the responsibilities of the Company, and those working for it, in observing and upholding the Company s Policy on preventing bribery and corruption; provide information and guidance to those working for us on what constitutes bribery; and emphasise the Company s zero tolerance to bribery and corruption, with any breach of the Company s policy resulting in a disciplinary offence. The Bribery Act 2010 The Bribery Act 2010 comes into force on 1 July 2011 and it introduces changes in the law that apply to our activities and staff both in the UK and anywhere in the world. The Act creates four offences: An offence by an individual, to offer, promise or give a bribe. An offence by an individual to request, agree to receive or accept a bribe. An offence by an individual to offer, promise or give a bribe to a foreign public official to obtain or retain business. This offence operates differently to the other offences. The intention to influence a foreign public official to secure business or a business advantage alone will be sufficient to breach the offence and actual influence is not necessary. It is therefore easier for an employee/associate to commit the offence. August 2011
An offence by the company where it fails to prevent bribery by those acting on its behalf. The company will be liable even if there is no negligence or guilt from the board and senior management, but it is a defence if it can be shown that it had adequate procedures in place to prevent bribery. The Company commits an offence if a person associated with it bribes another person for the Company's benefit. A person is "associated" with the Company if such person performs services for or on behalf of the Company, regardless of the capacity or jurisdiction in which it does so. This will therefore be construed broadly and is likely to cover our agents, employees, subsidiaries, intermediaries, joint venture partners, main subcontractors and suppliers, all of whom could render the Company guilty of this offence. It is therefore essential, that due diligence is undertaken on all new partners and suppliers in accordance with Business Development procedures. To ensure that adequate procedures are in place, the Company has embedded a number of measures in its operating procedures across several aspects of the Company as well as implemented this Code and the John Laing Anti Bribery and Corruption Policy. Bribery A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage. It is not acceptable for an employee (or someone on his or her behalf) to: Give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given; Give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to "facilitate" or expedite a routine procedure; Accept payment from a third party that the employee knows or suspects is offered with the expectation that it will obtain a business advantage for them; Accept a gift or hospitality from a third party if the employee knows or suspects that it is offered or provided with an expectation that a business advantage will be provided in return; Threaten or retaliate against another employee who has refused to commit a bribery offence or who has raised concerns under this Code; and
Engage in any activity that might lead to a breach of this Code of Conduct. Facilitation payments and kickbacks Facilitation payments and kickbacks remain illegal under UK law. The Company does not make, and will not accept, facilitation payments or "kickbacks" of any kind. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government action by a government official. If an employee is asked to make a payment on the Company s behalf, he or she should always be mindful as to what the payment is for and whether the amount requested is official, legitimate and proportionate to the goods or services provided. The Employees should always ask for a receipt which details the reason for the payment. If there are any suspicions, concerns or queries regarding a payment, they should raise these with their line manager. Kickbacks are typically payments made in return for a business favour or advantage. All workers must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by us. Gifts and hospitality The Company does not prohibit reasonable and proportionate hospitality (given and received) to or from third parties in accordance with the Corporate Entertainment Policy and the Staff Entertaining Policy. It is the responsibility of each individual to ensure strict compliance with this policy. An employee is prohibited from accepting a gift from or giving a gift to a third party except within the parameters described in the Corporate Entertainment Policy. The giving or receipt of gifts/hospitality is not prohibited by law if the following requirements are met: it is not made with the intention of influencing a third party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits; it complies with local written law. Local custom alone is no guarantee that hospitality or a gift will not be regarded as a bribe in the UK; it is given in the Company s name, not in an individual s name;
it does not include cash or a cash equivalent (such as gift certificates or vouchers); it is appropriate in the circumstances; taking into account the reason for the gift/hospitality, it is of an appropriate type and value and given at an appropriate time at an appropriate venue/location; and it is given openly, not secretly. The provision of charitable or CSR-type contributions or services can be regarded as a gift or payment, and must therefore be compliant with the above. Gifts/hospitality should not be offered to, or accepted from, government officials or representatives, or politicians or political parties, without the prior approval of an Executive Committee member. The Company appreciates that the market practice of giving business gifts varies between countries and regions and what may be normal and acceptable in one region may not be in another. However as far as a UK company or citizen is concerned if an offence of bribery is committed abroad they can be prosecuted in the UK even though the practice may be normal in the country where it took place The test to be applied is whether in all the circumstances the gift or hospitality is reasonable and justifiable. The intention behind the gift should always be considered. Reporting/Whistleblowing If an employee learns that other employees or external partners/suppliers are violating this code he or she should immediately report this to, as felt appropriate, their line manager or the Group Compliance Manager or in accordance with the John Laing Whistleblowers Charter. Line managers must ensure that any incidences are notified to the Group Compliance Manager. The Company must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties. Employees, in accordance with the Corporate Entertainment Policy, must declare to the Human Resources Department and keep a written record of hospitality or gifts accepted or offered by completing a Hospitality Register Form, which will be subject to managerial review. They must ensure all expense claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with the Corporate
Entertainment Policy and our expenses policy and specifically record the reason for the expenditure. All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept "off-book" to facilitate or conceal improper payments and all third parties must be paid for services but never in cash (unless cash payments have been adequately documented to be unavoidable in a specific region or country) or from off-shore accounts. Training and communication Training on this Code forms part of the induction process for all new employees and other workers. All existing employees and workers should ensure they receive relevant training on how to implement and adhere to this Code. Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate thereafter. The Company will review this Code of Conduct on a regular basis and will introduce revisions where necessary. This code must be read in conjunction with the Fraud Policy and Whistleblowers Charter. For further guidance in implementing and adhering to this Code, or clarification on any of the issues involved, please contact the Group Compliance Manager. Adrian Ewer Chief Executive August 2011