Anti Bribery

Anti Bribery

We, Ideal Standard, take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery and corruption.
  • 1. Policy Statement
    1.1 It is our policy to conduct all of our business in an honest and ethical manner. We, Ideal Standard, take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery and corruption.
     
    1.2 We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate, including the US Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010. We wish to apply the UK Bribery Act level standards (as a minimum) across all entities of the Ideal Standard Group (the Group).

  • 2. Background
    2.1 The purpose of this policy is to:
    (a) set out our responsibilities, and of those working for us, in observing and upholding our position on bribery and corruption; and
    (b) provide information and guidance to those working for us on how to recognise and deal with bribery and corruption issues.
     
    2.2 It is widely accepted that corruption causes poverty and suffering, inhibits economic growth, damages business both financially and in relation to reputation and may result in criminal and civil liability and penalties for organisations and individuals. It is a criminal offence to offer, promise, give, request, or accept a bribe. Individuals found guilty can be punished by up to ten years' imprisonment and/or a fine. As an employer if we fail to prevent bribery we can face an unlimited fine, exclusion from tendering for public contracts, and damage to our reputation. We therefore take our legal responsibilities very seriously.
     
    2.3 In cooperation with Baker & McKenzie LLP we have identified the following potential areas of risk for our business:
     
    (a) Markets, Operational and Legal Structure. The Group faces high levels of jurisdictional risk given the markets in which it has operations and makes sales. Many of the countries in which we sell are less developed markets where high levels of corruption exist or are perceived to exist. Many of these markets have a score of 40% or lower according to Transparency International's 2013 Corruption Perceptions Index1.

    (b) Sales Model – Distributors. There might be a risk where distributors act on our behalf in certain cases, for example in respect of marketing activities or in liaising with particular customers. In these circumstances there will be a risk that the distributor could be regarded as an "associated person" of Ideal Standard within the meaning of the Bribery Act so that the distributor's actions could be attributed to us. In addition to the risks posed by distributors (and attribution of their conduct to Ideal Standard), risks arise in the context of their relationships (and those of their employees) with Ideal Standard’s employees.

    (c) Sales Model – Sales to Projects and Government Bodies. Direct sales to large projects may be more susceptible to bribery risk than ordinary sales to distributors on the basis that the size of orders is likely to be large so may create an incentive to secure the business at any cost. This will be the case particularly in relation to government bodies in countries with higher levels of corruption. Under the Bribery Act, there is a lower level of intent required for a criminal offence to be committed where the recipient of an advantage is a foreign public official. Government officials in higher risk jurisdictions are also more likely to request bribes, as in these countries it is often common practice for officials to engage in these practices. If distributors are involved in the bidding process and are also party to contracts then we face a level of third party risk. In these circumstances, the conduct of a distributor may be attributed to Ideal Standard.

    (d) Activities of Sales / Marketing Personnel. The activities of sales and marketing staff are generally regarded as higher risk given the potential for corporate liability for active bribery and the potential incentives of these individuals to engage in bribery. However, to the extent that Ideal Standard’s marketing and sales staff does not have access to budgets or does not have control over pricing the risk will be reduced. The sales/marketing structure in the MENA region may create additional risks on the basis that the individuals employed in that region are likely to operate alone in jurisdictions where we do not have physical offices. There is a risk that these individuals' activities will not be subject to the same level of oversight as activities in other jurisdictions.
     
    (e) Pricing Structure / Discounts. The use of rebate type arrangements may create an incentive for distributors to engage in unlawful practices to secure the level of business necessary to obtain a rebate. This could create a risk of Ideal Standard coming into possession of the proceeds of crime and commit a money laundering offence. Such arrangements might also cause a higher level of alignment of our interests and the distributor's interests, which could arguably increase the risk that the distributor's conduct might be attributed to Ideal Standard.
     
    (f) Interactions with Government Officials. The risks posed by interactions with government officials are amongst the higher risks that Ideal Standard faces from a bribery and corruption perspective. Group entities that act as an importing or exporting entity bearing customs process responsibility are particularly vulnerable. For example, customs officials in Egypt and Russia are notoriously corrupt. It should further be noted that freight forwarders or others that interact with customs authorities on our behalf may be regarded as “associated persons” of Ideal Standard from the perspective of the UK Bribery Act. There is a significant risk that, if an improper payment were to be made to an official in connection with a licence application or
    customs clearance procedure for Ideal Standard goods / business, this payment would be attributed to Ideal Standard for the purposes of the Act. Another area of interaction with officials is in relation to licences or quality certificates that are required in some jurisdictions in order for new products to be launched. Risk can exist in situations where officials request facilitation or other inappropriate payments.
     
    (g) Procurement / Suppliers. Procurement is likely to pose a higher passive rather than active bribery risk. The risk exists where an individual within Ideal Standard could be offered or receive an improper inducement in return for directing business to a supplier. There is again a risk that some suppliers constitute “associated persons” as defined under the Bribery Act.
    This risk is low in the case of pure suppliers of goods to Ideal Standard. However it is possible that some service providers could constitute “associated persons”. This might be the case, for example, in relation to suppliers that are engaged to carry out activities on our behalf rather than purely to supply materials. For instance, freight forwarders used by Ideal Standard may be “associated persons” so that unlawful payments made by those persons may be attributed to Ideal Standard.
     
    (h) Gifts and Hospitality. The provision of gifts is, in general terms, likely to constitute a higher risk than the provision of hospitality (unless hospitality is of a particularly lavish nature). To the extent that gifts would play an important role in doing business in a particular country or when it would be common under local culture to make gifts, the appropriateness of gifts must be assessed on a case by case basis. (i) Political / Charitable Contributions. Charitable contributions can sometimes be used as a means to disguise payments that are actually bribes. Furthermore the making of political donations can trigger disclosure requirements in various jurisdictions.
     
    (i) Political / Charitable Contributions. Charitable contributions can sometimes be used as a means to disguise payments that are actually bribes. Furthermore the making of political donations can trigger disclosure requirements in various jurisdictions.

     

    1 In particular Russia, Ukraine, some Middle Eastern countries and most (North) African countries.


  • 3. Who must comply with this policy?

    This policy applies to all persons working for the Group or on our behalf in any capacity, including employees at all levels, directors, officers, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third-party representatives and business partners, sponsors, or any other person associated with us, wherever located (hereafter workers or you).

    In this policy, third party means any individual or organisation you come into contact with during the course of your work for us, and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.


  • 4. What are bribery and Corruption?
    4.1 Bribery is offering, promising, giving or accepting any financial or other advantage, to induce the recipient or any other person to act improperly in the performance of their functions, or to reward them for acting improperly, or where the recipient would act improperly by accepting the advantage.

    4.2 An advantage includes money, gifts, loans, fees, hospitality, services, discounts, the award of a contract or anything else of value.

    4.3 A person acts improperly where they act illegally, unethically, or contrary to an expectation of good faith or impartiality, or where they abuse a position of trust. The improper acts may be in relation to any business or professional activities, public functions, acts in the course of employment, or other activities by or on behalf of any organisation of any kind.

    4.4 Corruption is the abuse of entrusted power or position for private gain.

     

    Examples:

    Offering a bribe

    You offer a potential client tickets to a major sporting event, but only if they agree to do business with us.

    This would be an offence as you are making the offer to gain a commercial and contractual advantage. We (Ideal Standard, as a company) may also be found to have committed an offence because the offer has been made to obtain business for us. It may also be an offence for the potential client to accept your offer.

    Receiving a bribe

    A supplier gives your nephew a job, but makes it clear that in return they expect you to use your influence in our organisation to ensure we continue to do business with them.

    It is an offence for a supplier to make such an offer. It would be an offence for you to accept the offer as you would be doing so to gain a personal advantage.

    Bribing a foreign official

    You arrange for the business to pay an additional "facilitation" payment to a foreign official to speed up an administrative process, such as clearing our goods through customs.

    The offence of bribing a foreign public official is committed by you as soon as the offer is made. This is because it is made to gain a business advantage for us. We (Ideal Standard, as a company) may also be found to have committed an offence in this circumstance.

     


  • 5. What you must not do
    It is not acceptable for you (or someone on your behalf) to:

    (a) 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;

    (b) give or accept a gift or hospitality during any commercial negotiations, private or public tender process, if this could be perceived as intended or likely to influence the outcome;

    (c) accept a payment, gift or hospitality from a third party that you know or suspect is offered with the expectation that it will provide a business advantage for them or anyone else in return;

    (d) accept hospitality from a third party that is unduly lavish or extravagant under the circumstances;

    (e) offer or accept a gift to or from government officials or representatives, or politicians or political parties;

    (f) threaten or retaliate against another person working within or for our organisation who has refused to commit a bribery offence or who has raised concerns under this policy; or

    (g) engage in any other activity that might lead to a breach of this policy.


  • 6. Facilitation payments and kickbacks
    6.1 You should not make or accept facilitation payments or "kickbacks" of any kind.

    6.2 Facilitation payments, also known as "back-handers" or "grease payments", are typically small, unofficial payments made to secure or expedite a routine or necessary action (for example by a government official). The Bribery Act considers these payments bribes.

    6.3 Kickbacks are typically payments made in return for a business favour or advantage..

    6.4 All workers must avoid any activity that might lead to a facilitation payment or kickback being made or accepted by us or on our behalf, or that might suggest that such a payment will be made or accepted. If you are asked to make a payment on our behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt which details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these with your manager.


  • 7. Gifts, Hospitality and expenses
    7.1 Gifts include anything of value, e.g. money, goods, services, loans, tickets and prizes, given ostensibly as a mark of friendship or appreciation or to express the hope of future business success, and without expectation or consideration or value in return.

    7.2 Hospitality/Entertainment, whether provided by us or received by an employee, includes any social event, hospitality event, concert, charitable event, meal, leisure activity, marketing event, or an event of like nature. An event provided by us qualifies as entertainment only if our staff is present. Where this is not the case the gift rules and applicable limits (if any) apply.

    7.3 This policy allows reasonable and appropriate hospitality or entertainment given to or received from third parties, for the purposes of:

    (a) establishing or maintaining good business relationships;

    (b) improving or maintaining our image or reputation; or

    (c) marketing or presenting our products and/or services effectively.

    7.4 You may accept reasonable business-related entertainment (dining, attending sports or social events) that is conducted in the best interest of Ideal Standard and fosters business discussions and relationships. But this entertainment should not obligate you or influence your decisions to our detriment.

    7.5 The making of gifts is only allowed if the following requirements are met:

    (a) 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;

    (b) it is modest, reasonable and infrequent;

    (c) it is given in our name, not in your name;

    (d) it does not include cash or a cash equivalent (such as gift certificates or vouchers);

    (e) it is appropriate in the circumstances, taking account of the reason for the gift, its timing and value;

    (f) it is given openly, not secretly;

    (g) it complies with any applicable local law; and

    (h) last but not least, it complies with the guidelines set forth in our Gift & Entertainment Policy available on Ideal4u.

    Common sense and sound judgment should prevail in the making of gifts. When in doubt or when requesting a waiver to any of these restrictions you should contact your manager as well as the group legal department.

    7.6 Reimbursing a third party's expenses, or accepting an offer to reimburse our expenses (for example, the costs of attending a business meeting) would not usually amount to bribery. However, a payment in excess of genuine and reasonable business expenses (such as the cost of an extended hotel stay) is not acceptable.

    7.7 We appreciate that practice 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, hospitality or payment is reasonable and justifiable. The intention behind giving/receiving the gift/hospitality/payment and the timing of it are critical. To the extent our Gift & Entertainment Policy would not be answering your question, you should contact your manager as well as the group legal department.


  • 8. Donations
    8.1 We do not make contributions to political parties.

    8.2 We do not make charitable donations.


  • 9. Your responsibilities
    9.1 You must ensure that you read, understand and comply with this policy.

    9.2 The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. You are required to avoid any activity that might lead to, or suggest, a breach of this policy, including but not limited to refusing to take part in any act or omission constituting bribery or corruption.

    9.3 You must raise a concern (see Section 11) as soon as possible if you believe or suspect that a conflict with this policy has occurred, or may occur in the future. For example, if a client or potential client offers you something to gain a business advantage with us, or indicates to you that a gift or payment is required to secure their business. Further "red flags" that may indicate bribery or corruption are set out in the Schedule to this policy.

    9.4 If you breach this policy you may face disciplinary action, which could include dismissal for gross misconduct or for breach of conduct/policy. We reserve our right to terminate our contractual relationship with other workers if they are found to be in breach of this policy.


  • 10. Record-keeping
    10.1 We must keep financial records and have appropriate internal controls in place which allow for transparency and will evidence the business reason for making payments to third parties.

    10.2 You must declare and keep a written record of all hospitality or gifts given or received, which will be subject to managerial review.

    10.3 You must submit all expenses claims relating to hospitality, gifts or payments to third parties in accordance with our expenses policy and record the reason for expenditure.

    10.4 All accounts, invoices, and other records relating to dealings with third parties including suppliers and customers should be prepared and kept with strict accuracy and completeness. Accounts must not be kept "off-book" to facilitate or conceal improper payments. Pricing policies must be fully documented.


  • 11. How to raise a concern
    11.1 You are encouraged to raise concerns about any issue or suspicion of bribery or corruption at the earliest possible stage. In the event: 

    (a) you are offered a bribe, or 

    (b) you are asked to make one, or 

    (c) you believe or suspect that any bribery, corruption or other breach of this policy has occurred or may occur, or 

    (d) you are unsure about whether a particular act constitutes bribery or corruption, 
    you should raise this as outlined below. 

    By doing so, you give us the opportunity to deal with the issue. Remaining silent about possible misconduct may worsen a situation and decrease internal trust. 


    11.2 Your line manager is the right first place for concerns to be raised as managers will generally be closest to the situation and best able to help. If you feel uncomfortable doing this, depending on the nature of the concern, you are encouraged to report your concern(s) to one of the independent and confidential internal channels such as: 

    • Your country managing director; 
    • The General Counsel or other members of the Group Legal Department 
    • VP HR & Communications 
    • Chief Financial Officer 

    However, if you ever feel unsure about where to go for help or are uncomfortable raising the matter using one of these internal routes, you might have – if and to the extent the legislation in your country so permits – the additional option of reporting concerns to an independent third party using a live call handling, web reporting or interactive voice messaging facility. More information about these facilities can be found in the Whistleblower Policy accessible on Ideal4u. 

  • 12. Protection
    12.1 Workers who refuse to accept or offer a bribe, or those who raise concerns or report another's wrongdoing, are sometimes worried about possible repercussions. We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken. Please be reassured that anything you say will be treated in confidence. 

    12.2 We are committed to ensuring no one suffers any detrimental treatment or retaliation as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place, or may take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable 

    treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should raise your concern in the same manner as outlined under section 11.2. 

    12.3 We will take disciplinary action (which could include dismissal for gross misconduct or for breach of conduct/policy) for anyone who threatens or engages in retaliation, retribution or harassment of any other person who has reported or is considering reporting a corruption / misconduct concern in good faith. 

  • 13. Training and Communication
    13.1 Training on this policy forms part of the induction process for all new workers. All existing workers will receive regular, relevant training on how to implement and adhere to this policy. These trainings may be given face to face, through webinar or e-learning tools. 

    13.2 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.

  • 14. Who is responsible for the policy?
    14.1 The Board of Directors has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it. 

    14.2 The Group Legal Department has primary and day-to-day responsibility for implementing this policy, and for monitoring its use and effectiveness and dealing with any queries on its interpretation. 

    14.3 Managers at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it. Managers must also take action if a breach of conduct or this policy is reported to them. 

    14.4 We reiterate that all workers are responsible for complying with this policy. A breach of this policy may result in disciplinary action.

  • 15. Monitoring and review
    15.1 The Group Legal Department will monitor the effectiveness of and review the implementation of this policy, regularly considering its suitability, adequacy and effectiveness. Any improvements identified will be made as soon as possible. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption. 

    15.2 All workers are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing. 

    15.3 Workers are invited to comment on this Anti-corruption and bribery policy, the Gift and Entertainment Policy and/or the Speak Up Policy and suggest ways in which these policies can be improved. Comments, suggestions and queries should be addressed to the Group Legal Department by sending an e-mail to one of its members (see Ideal4u) or to compliance@idealstandard.com.

  • Schedule Potential risk scenarios: "red flags"
    The following is a list of possible red flags that may arise during the course of you working for us and which may raise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only. If you encounter any of these red flags while working for us, you must report them promptly: 

    (a) you become aware that a third party engages in, or has been accused of engaging in, improper business practices; 

    (b) you learn that a third party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a "special relationship" with foreign government officials; 

    (c) a third party insists on receiving a commission or fee payment before committing to sign up to a contract with us, or carrying out a government function or process for us; 

    (d) a third party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made; 

    (e) a third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business; 

    (f) a third party requests an unexpected additional fee or commission to "facilitate" a service; 

    (g) a third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services; 

    (h) a third party requests that a payment is made to "overlook" potential legal violations; 

    (i) a third party requests that you provide employment or some other advantage to a friend or relative; 

    (j) you receive an invoice from a third party that appears to be non-standard or customised; 

    (k) a third party insists on the use of side letters or refuses to put terms agreed in writing; 

    (l) you notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided; 

    (m) a third party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to us; or 

    (n) you are offered an unusually generous gift or offered lavish hospitality by a third party. 

    (o) you are asked by a government official to make a donation.


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