Adopted by the John Laing Group plc Board Updated June 2017 John Laing Group plc Anti Bribery and Corruption Policy Introduction The Bribery Act 2010 (the 2010 Act ), introduced 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 consequences such as debarment from public contracts. The purpose of this policy 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 corruption; and emphasise the Company s zero tolerance to bribery and corruption, with any breach of the Company s policy being treated as a disciplinary offence. The Bribery Act 2010 The Bribery Act 2010 came into force on 1 July 2011. It introduced changes in the law that apply to our activities both in the UK and abroad. The Act contains 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. An offence by the company where the company fails to prevent bribery by those acting on its behalf. The company will be liable even if there is no negligence on the part of 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. Page 1 of 5
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 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. 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 implementing this policy. Corruption is any form of abuse of power for private gain which may include, but is not limited to, bribery. 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 of John Laing (or someone on their 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 by us in return. Threaten or retaliate against another employee who has refused to commit a bribery offence or who has raised concerns under this policy. Engage in any activity that might lead to a breach of this policy. Facilitation payments and kickbacks Facilitation payments and kickbacks are illegal under UK law. The Company does not make, and will not accept, facilitation payments or "kickbacks" of any kind. Page 2 of 5
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/she should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. The employee should always ask for a receipt which details the reason for the payment. If there are any suspicions, concerns or queries regarding a payment, he/she should raise these with his/her line manager. Kickbacks are typically payments made in return for a business favour or advantage. All staff 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 normal and appropriate hospitality (given and received) to or from third parties in accordance with the Corporate Hospitality and Gifts 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 Hospitality and Gifts Policy. The giving or receipt of gifts 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 law; 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, it is of an appropriate type and value and given at an appropriate time; and it is given openly, not secretly. Gifts 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. Page 3 of 5
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. 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 policy they should immediately report this to, as they feel appropriate, their line manager or the Group General Counsel and Company Secretary 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 General Counsel and Company Secretary or 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 must declare to their line manager and keep a written record of all hospitality or gifts accepted or offered by completing a Hospitality Register Form, which will be subject to managerial review. They must ensure all expenses claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with the Corporate Hospitality and Gifts 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 Training and communication Training on this policy forms part of the induction process for all new employees and other workers. All existing employees and workers will receive relevant training on how to implement and adhere to this policy. 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 policy on a regular basis and will introduce revisions where necessary. Page 4 of 5
For further guidance in implementing and adhering to this policy, or clarification on any of the issues involved, please contact the Group General Counsel and Company Secretary at carolyn.cattermole@laing.com or the Group Compliance Manager at peter.webb@laing.com. Page 5 of 5