Financial crime

Anti-Bribery & Anti-Corruption Policy

Prohibitions, controls and procedures governing bribery, facilitation payments, hospitality, political contributions and third-party intermediaries.

Document reference: FGL-LEG-10
Version date: 1 July 2026
Applies to: Fratres Limited

1.Purpose, scope and application

1.1

Fratres Limited, a company registered in England and Wales (the Company), conducts strategic advisory, investment facilitation and government relations work in the United Kingdom, in the People’s Republic of Bangladesh and in such other jurisdictions as its mandates require. Much of that work brings the Company and those acting on its behalf into contact with ministries, statutory authorities, regulators, state-owned enterprises and procurement processes. That contact is legitimate and necessary. It is also the single greatest bribery and corruption risk the Company carries, and this Policy exists to control it.

1.2

The purpose of this Policy is to set out the standards of conduct required of all Personnel and Associated Persons in order to prevent bribery and corruption, to establish the procedures by which those standards are implemented and evidenced, and to constitute part of the adequate procedures which the Company relies upon for the purposes of section 7(2) of the Bribery Act 2010.

1.3

This Policy applies to every director, officer, employee, worker, consultant, secondee, contractor and intern of the Company, whether engaged on a permanent, fixed-term, temporary or casual basis and wherever located (together, Personnel). It applies in full to Associated Persons in accordance with clause 9.

1.4

This Policy applies to all activities of the Company in every jurisdiction in which it operates. Where the law of another jurisdiction imposes a stricter requirement than this Policy, the stricter requirement shall prevail. Where local law, local custom or local commercial practice would permit conduct that this Policy prohibits, this Policy shall prevail. No local practice, however established, and no commercial pressure, however severe, operates as an exception to this Policy.

1.5

This Policy forms part of the terms on which Personnel are engaged. Compliance with it is a condition of engagement. Failure to comply is a disciplinary matter and may constitute gross misconduct under clause 16.

1.6

This Policy is to be read with the Company’s Anti-Money Laundering and Counter-Terrorist Financing Policy, its Client Due Diligence and Know Your Customer Standard, its Sanctions and Export Controls Policy, its Prevention of the Facilitation of Tax Evasion Policy, its Conflicts of Interest Policy and its Whistleblowing and Speak-Up Policy. Where this Policy and another policy of the Company address the same subject matter, this Policy prevails on questions of bribery and corruption.

1.7

This Policy is owned and approved by the board of directors of the Company (the Board). Day-to-day responsibility for its operation, and for the registers, approvals and records it requires, rests with the Compliance Officer.

2.Interpretation and definitions

In this Policy, the following terms have the following meanings.

Associated Person: A person who performs services for or on behalf of the Company, within the meaning of section 8 of the Bribery Act 2010. The capacity in which the person performs those services is irrelevant, and the category includes agents, introducers, intermediaries, consultants, advisers, lobbyists, local partners, joint venture participants, distributors, sub-contractors, suppliers and any employee of the Company.
Bribe: A financial or other advantage offered, promised, given, requested, agreed to be received or accepted with the intention of inducing or rewarding the improper performance of a relevant function or activity, or of influencing a Government Official in the performance of their functions in order to obtain or retain business or a business advantage. An advantage need not be money and need not be of significant value.
Bribery Act: The Bribery Act 2010 of the United Kingdom.
Compliance Officer: The officer appointed by the Board with responsibility for financial crime compliance, including the operation of this Policy, the maintenance of the Registers and the escalation of reports made under clause 14. Reports and approval requests are routed to the Compliance Officer through the internal channels notified to Personnel and, from outside the Company, through the enquiry form at fratresgroup.com/contact.
Facilitation Payment: An unofficial payment or other advantage, typically of small value, made to a Government Official to secure or expedite the performance of a routine, non-discretionary action which that official is already obliged to perform. Also known as a grease payment, a speed payment or an expediting payment.
Government Official: Any officer, employee, representative or appointee of a government, ministry, department, agency, statutory authority, regulator, court, armed force or public international organisation; any person acting in an official capacity for or on behalf of any of them; any officer, employee or director of a state-owned or state-controlled enterprise; any candidate for public office; any office-holder or official of a political party; and any close family member of any of the foregoing where the advantage is conferred by reason of that relationship. The term includes a foreign public official within the meaning of section 6(5) of the Bribery Act.
Kickback: The return of a portion of a payment, fee, commission or contract value to a person who influenced the award or continuation of the underlying arrangement, or to a person nominated by them.
Personnel: The persons described in clause 1.3, and Personnel shall be construed accordingly.
Policy: This Anti-Bribery and Anti-Corruption Policy, as amended from time to time in accordance with clause 16.
Public Official: Has the same meaning as Government Official.
Registers: The Gifts and Hospitality Register, the Donations Register, the Third-Party Register, the Conflicts Register and the Facilitation Payment Register maintained by the Compliance Officer under this Policy.
Third Party: Any individual or organisation with whom the Company deals or may deal in the course of its business, including clients, prospective clients, counterparties, agents, intermediaries, local partners, suppliers, sub-contractors and Government Officials.

2.1

References to a statute or statutory provision are references to that statute or provision as amended, extended, consolidated or re-enacted from time to time, and include any subordinate legislation made under it.

2.2

Words importing the singular include the plural and vice versa. Headings and clause titles are for convenience only and do not affect interpretation.

2.3

Any list introduced by the words “including”, “in particular” or “for example” is illustrative and does not limit the generality of the words preceding it.

2.4

A reference to writing includes electronic communication capable of being retained and reproduced in legible form.

3.Policy statement and absolute prohibitions

3.1

The Company prohibits bribery and corruption absolutely. It does not give, offer or accept Bribes in any form, in any jurisdiction, for any purpose. It does not permit any person acting for it or on its behalf to do so. This position is not qualified by value, by local practice, by the conduct of competitors, by the size or importance of the opportunity concerned, or by the consequences of losing that opportunity.

3.2

Personnel and Associated Persons must not, directly or through any other person:

(a)offer, promise or give a financial or other advantage to any person, whether a Government Official or not, with the intention of inducing or rewarding the improper performance of a relevant function or activity, or knowing or believing that acceptance of the advantage would itself constitute improper performance;
(b)request, agree to receive or accept a financial or other advantage in circumstances where doing so would constitute or reward the improper performance of a relevant function or activity;
(c)offer, promise or give a financial or other advantage to a Government Official, or to a person at the request or with the assent of a Government Official, with the intention of influencing that official in their capacity as an official and of obtaining or retaining business or a business advantage, save where the official is permitted or required by the written law applicable to them to be so influenced;
(d)make, authorise, offer or accept a Facilitation Payment, except in the single circumstance permitted by clause 6.4;
(e)pay, receive, solicit or authorise a Kickback;
(f)use a third party, intermediary, agent, consultant, local partner or family member to do anything which this Policy prohibits the Company or its Personnel from doing directly;
(g)make a payment or confer an advantage in circumstances where they know or suspect that all or part of it will be passed on to a Government Official or to any other person as a Bribe;
(h)engage in, condone or fail to report any act of extortion, embezzlement, misappropriation, collusive tendering, bid-rigging or trading in influence;
(i)retaliate against or permit any detriment to be suffered by any person who refuses to pay a Bribe or who reports a concern under clause 14; or
(j)create, approve or acquiesce in any record, invoice, description or accounting entry which conceals or misrepresents the true nature or purpose of a payment.

3.3

The prohibitions in clause 3.2 apply irrespective of whether the advantage is offered or received in the United Kingdom or elsewhere, whether it is offered or received in the course of dealings with the public sector or the private sector, and whether the Company obtains any benefit as a result. An attempt or an offer is prohibited whether or not it succeeds.

3.4

Value is irrelevant to the question of whether an advantage is a Bribe. There is no de minimis threshold below which a Bribe becomes acceptable. A small payment intended to induce improper performance is as serious a breach of this Policy, and as serious an offence under the Bribery Act, as a large one.

No detriment for refusing

No member of Personnel shall suffer demotion, dismissal, loss of remuneration, loss of opportunity or any other detriment for refusing to offer, pay or accept a Bribe, or for refusing to make a Facilitation Payment, even where that refusal results in the Company losing business, incurring cost or suffering delay. The Company accepts that consequence and instructs Personnel to accept it also.

3.5

Where Personnel are in doubt as to whether a proposed course of conduct is permitted by this Policy, they must not proceed. The matter must be referred to the Compliance Officer before any commitment is made, any advantage is offered and any payment is authorised.

4.The offences under the Bribery Act 2010

4.1

The Bribery Act creates four offences which are directly relevant to the Company and to its Personnel.

4.2

Section 1 — bribing another person. It is an offence to offer, promise or give a financial or other advantage to another person intending to induce or reward the improper performance of a relevant function or activity, or knowing or believing that the acceptance of the advantage would itself constitute improper performance. The offence is committed whether the advantage is offered directly or through a third party.

4.3

Section 2 — being bribed. It is an offence to request, agree to receive or accept a financial or other advantage intending that a relevant function or activity should be performed improperly, or where the request, agreement or acceptance itself constitutes improper performance, or as a reward for improper performance. It is immaterial whether the advantage is for the benefit of the recipient or of another person.

4.4

Section 6 — bribery of a foreign public official. It is an offence to offer, promise or give a financial or other advantage to a foreign public official, or to another person at that official’s request or with their assent, with the intention of influencing the official in their capacity as a foreign public official and of obtaining or retaining business or a business advantage. Unlike sections 1 and 2, this offence does not require proof of improper performance. It is enough that the advantage was intended to influence. The only exception arises where the written law applicable to the official permits or requires them to be influenced by the advantage, which is a narrow exception and is not satisfied by local custom, tolerance or common practice.

4.5

Section 7 — failure of a commercial organisation to prevent bribery. A commercial organisation commits an offence where a person associated with it bribes another person, intending to obtain or retain business or a business advantage for the organisation. This is a strict liability corporate offence. It does not require any director, employee or officer of the Company to have known of, authorised or participated in the bribery. It is committed by the Company by reason of the conduct of an Associated Person alone.

4.6

The only defence to a section 7 offence is that established by section 7(2), namely that the Company had in place adequate procedures designed to prevent persons associated with it from undertaking such conduct. This Policy, the controls it establishes and the records it requires are a central part of those procedures. Their value as a defence depends entirely on their being operated in practice, which is why every approval, register entry, due diligence file and training record required by this Policy must be completed and retained.

4.7

By virtue of section 12 of the Bribery Act, offences under sections 1, 2 and 6 may be prosecuted in the United Kingdom where the conduct occurs wholly outside the United Kingdom, provided the person responsible has a close connection with the United Kingdom, which includes a British citizen and a body incorporated under the law of any part of the United Kingdom. The section 7 offence applies to the Company in respect of bribery occurring anywhere in the world. Personnel must therefore treat conduct in Bangladesh, or in any other jurisdiction, as fully within the reach of English criminal law.

4.8

Under section 14 of the Bribery Act, where an offence under section 1, 2 or 6 is committed by a body corporate with the consent or connivance of a senior officer, that senior officer is also guilty of the offence. Separately, section 196 of the Economic Crime and Corporate Transparency Act 2023 provides that the criminal acts and states of mind of a senior manager acting within the actual or apparent scope of their authority may be attributed to the body corporate.

4.9

The consequences of an offence are severe. An individual convicted under section 1, 2 or 6 is liable to imprisonment for up to ten years, to an unlimited fine, or to both. A commercial organisation convicted under section 7 is liable to an unlimited fine. In addition:

the proceeds of the conduct may be confiscated under Part 2 of the Proceeds of Crime Act 2002, and property representing them may be the subject of civil recovery proceedings;
the Company would be subject to mandatory exclusion from public procurement in the United Kingdom under the Procurement Act 2023;
directors may be disqualified under the Company Directors Disqualification Act 1986;
the matter may be resolved by way of a deferred prosecution agreement under Schedule 17 to the Crime and Courts Act 2013, which itself requires full and genuine co-operation and disclosure; and
the reputational consequences for a firm whose value rests on the propriety of its institutional relationships would be terminal.

4.10

Other United Kingdom legislation applies alongside the Bribery Act. The proceeds of bribery constitute criminal property for the purposes of Part 7 of the Proceeds of Crime Act 2002, and the Company’s reporting obligations under that Part are addressed in its Anti-Money Laundering and Counter-Terrorist Financing Policy. The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 require enhanced due diligence in relation to politically exposed persons and their family members and known close associates. The Criminal Finances Act 2017 provides for unexplained wealth orders and creates the corporate offences of failing to prevent the facilitation of tax evasion. Financial sanctions imposed under the Sanctions and Anti-Money Laundering Act 2018, including those made by the Global Anti-Corruption Sanctions Regulations 2021 and administered by the Office of Financial Sanctions Implementation, may designate individuals involved in serious corruption.

4.11

In Bangladesh, corruption offences arise principally under the Penal Code 1860, the Prevention of Corruption Act 1947 and the Anti-Corruption Commission Act 2004, under which the Anti-Corruption Commission is established and empowered to investigate. Corruption is a predicate offence for the purposes of the Money Laundering Prevention Act 2012. Personnel operating in Bangladesh must comply with that law in addition to, and not in substitution for, this Policy.

4.12

Certain clients, counterparties and financiers with whom the Company deals are subject to further anti-corruption regimes, including the United States Foreign Corrupt Practices Act 1977 and the integrity rules of multilateral development banks. Where a mandate engages such a regime, the Compliance Officer shall determine the additional requirements applicable to that mandate and notify the Personnel concerned before work begins.

5.Adequate procedures and the six principles

5.1

The Company’s anti-bribery procedures are designed against the guidance published by the Secretary of State under section 9 of the Bribery Act, which sets out six principles by reference to which the adequacy of an organisation’s procedures is assessed. Those principles are proportionate procedures, top-level commitment, risk assessment, due diligence, communication including training, and monitoring and review.

5.2

The Company gives effect to those principles as follows:

(a)Proportionate procedures. The controls in this Policy are calibrated to the Company’s size, to the nature of its advisory and government relations work, and to the elevated corruption risk of the sectors and jurisdictions in which it operates. Higher-risk activities carry heavier controls, as clauses 9 and 10 provide.
(b)Top-level commitment. The Board approves this Policy, receives reporting on its operation under clause 16 and is accountable for its effectiveness. Members of the Board and senior management are required to communicate the Company’s zero-tolerance position to Personnel, clients and counterparties and to model it without exception.
(c)Risk assessment. The Company carries out and documents a bribery risk assessment at least annually and on the occurrence of any material change, addressing country risk, sectoral risk, transaction risk, business opportunity risk and business partnership risk.
(d)Due diligence. The Company applies risk-based due diligence to every Associated Person and to every client and counterparty, in accordance with clause 9 and with its Client Due Diligence and Know Your Customer Standard, before the relationship is entered into and on a recurring basis thereafter.
(e)Communication and training. This Policy is communicated to all Personnel and to Associated Persons, and training is provided in accordance with clause 15.
(f)Monitoring and review. The operation of this Policy is monitored, tested and reviewed in accordance with clause 16.

5.3

The Compliance Officer shall maintain a documented record of the Company’s risk assessments, of the controls adopted in response and of the reasons for any determination that a particular control is or is not proportionate. That record forms part of the evidence on which the Company would rely under section 7(2) of the Bribery Act.

5.4

Where a proposed mandate presents bribery risk which the Company’s procedures cannot adequately control, the Company shall decline the mandate. The decision to decline shall be recorded with its reasons.

6.Facilitation payments

6.1

Facilitation Payments are prohibited absolutely. Personnel and Associated Persons must not make, offer, promise, authorise or reimburse a Facilitation Payment in any jurisdiction, in any amount, in any form and for any purpose, save in the single circumstance set out in clause 6.4.

6.2

There is no exemption for Facilitation Payments under the law of England and Wales. Unlike certain other anti-corruption regimes, the Bribery Act contains no carve-out for small payments made to expedite routine governmental action. A Facilitation Payment is a Bribe and is capable of constituting an offence under section 1 or section 6 of the Bribery Act, and of exposing the Company to the section 7 offence where it is made by an Associated Person.

6.3

The prohibition applies whether the payment is demanded or volunteered, whether it is described as a fee, a tip, a gratuity, a service charge, an expediting charge or in any other terms, and whether or not the payment is small, customary in the jurisdiction concerned, or apparently unavoidable. Personnel must expect delay and must plan for it. Delay, inconvenience, additional cost and the loss of a commercial opportunity are never a justification for a Facilitation Payment.

The single exception — threat to personal safety

Where a payment is demanded in circumstances involving a genuine and demonstrable threat to the life, limb, liberty or personal safety of any individual, and there is no reasonable means of avoiding the demand, the individual concerned may make the payment. Personal safety comes first, without qualification.

This is not a permission and it cannot be sought in advance. It is a recognition that a payment made under genuine duress may, depending on the circumstances, fall outside the scope of the offence or attract the common law defence of duress. The Company gives no assurance that it will do so in any particular case, and the reporting obligations in clause 6.5 are mandatory in every case.

6.4

Clause 6.1 does not prohibit a payment made where a demand is accompanied by a genuine and demonstrable threat to the life, limb, liberty or personal safety of any individual and there is no reasonable means of avoiding or withdrawing from the demand. That exception is confined to a threat to personal safety. It does not extend to a threat to commercial interests, to the seizure, detention or delay of goods, to the withholding of a licence, permit, visa or clearance, to a threat of administrative penalty or litigation, or to any other pressure which is financial or commercial in character. The exception cannot be invoked in advance, cannot be authorised by any officer of the Company, and does not apply to a payment made by an intermediary on the Company’s behalf in circumstances where no individual is at risk.

6.5

Any person who makes a payment in reliance on clause 6.4 must:

(a)remove themselves from the situation and ensure their own safety before taking any other step;
(b)report the payment to the Compliance Officer as soon as it is safe to do so and in any event within twenty-four hours of the payment being made;
(c)provide a written account setting out the date, place, amount, currency, method of payment, the identity and position of the person demanding it so far as known, the nature of the threat and the reason no alternative course was available;
(d)ensure that the payment is recorded accurately and in full in the Company’s accounting records as a payment made under duress, and not disguised, aggregated or mischaracterised as an expense of any other kind; and
(e)co-operate fully with any subsequent enquiry by the Compliance Officer.

6.6

On receipt of a report under clause 6.5, the Compliance Officer shall record the payment in the Facilitation Payment Register, assess whether the Company is subject to any reporting obligation under Part 7 of the Proceeds of Crime Act 2002 or otherwise, consider whether the matter should be self-reported to the Serious Fraud Office, take advice where appropriate, and review the circumstances of the mandate and the jurisdiction with a view to preventing recurrence. The Compliance Officer shall report every entry in the Facilitation Payment Register to the Board.

6.7

A person who makes a payment in the circumstances described in clause 6.4 and reports it in accordance with clause 6.5 will not be subject to disciplinary action by reason of the payment. A person who makes a Facilitation Payment outside those circumstances, or who fails to report one, is in breach of this Policy and clause 16 applies.

6.8

Kickbacks, whether solicited, offered, paid or received, are prohibited absolutely and no exception of any kind applies to them.

7.Gifts, hospitality and expenses

7.1

Reasonable and proportionate hospitality, and the occasional exchange of modest gifts, are a normal and lawful part of commercial and diplomatic life. The Bribery Act does not prohibit them. It prohibits their use as a means of inducing or rewarding improper performance, or of influencing a Government Official in order to obtain or retain business. The distinction is one of purpose, and the purpose is evidenced by proportionality, transparency and record.

7.2

A gift or item of hospitality may only be offered or accepted where all of the following conditions are satisfied:

(a)it is not offered, given or accepted with the intention of influencing any decision, of obtaining or retaining business or a business advantage, or of inducing or rewarding improper performance;
(b)it is given openly, in the name of the Company and not in the personal name of any individual, and would withstand disclosure to the recipient’s employer, to a regulator and to the press;
(c)it is reasonable and proportionate in value having regard to the seniority of the recipient, the nature of the relationship, local norms of propriety and the standards of the recipient’s own organisation;
(d)it is not cash, a cash equivalent, a voucher, a loan, a security, a discount not generally available, a personal service, or employment or an internship for the recipient or a connected person;
(e)it is not offered or accepted during, or in reasonable proximity to, a tender, procurement, licensing, adjudication, inspection or approval process in which the recipient or their organisation has or may have any role;
(f)it is not lavish, extravagant, frequent or of a nature that could reasonably create a sense of obligation;
(g)it complies with the law of the jurisdiction in which it is offered or received and with the rules of the recipient’s organisation, which must be checked before the offer is made; and
(h)it is approved and recorded as this clause requires.

7.3

The following are prohibited in all circumstances: cash and cash equivalents in any amount; gifts or hospitality given to or received from any person where a tender, bid, procurement or regulatory decision involving the Company is live or reasonably anticipated; hospitality which includes any element of adult entertainment; gifts or hospitality extended to a spouse, partner, family member or other connected person of a counterparty other than as part of a properly approved and recorded event where the attendance of accompanying persons is normal and openly disclosed; and any gift or hospitality which the recipient asks to be kept confidential from their own organisation.

7.4

Any gift or item of hospitality of any value which is to be offered to, or is received from, a Government Official requires the prior written approval of the Compliance Officer. No such gift or hospitality may be offered, promised or accepted before that approval is given. Where a gift from a Government Official is received unexpectedly and cannot be declined without causing offence, it must be reported to the Compliance Officer within five business days and dealt with as the Compliance Officer directs, which may include its return, its retention by the Company or its donation to charity.

7.5

All other gifts and hospitality offered or received above the de minimis threshold set by the Board from time to time and notified to Personnel require the prior written approval of the Compliance Officer. Personnel must not seek to bring a gift or item of hospitality below a threshold by splitting it, by attributing parts of it to different individuals or by any other device.

7.6

Every gift and item of hospitality requiring approval under clauses 7.4 or 7.5, whether or not approval is granted, shall be recorded in the Gifts and Hospitality Register, together with the date, the nature and value of the benefit, the identity and organisation of the giver and recipient, the business rationale, the approval decision and the identity of the approver. The Register shall be reviewed by the Compliance Officer at least quarterly and reported to the Board at least annually.

7.7

Travel, accommodation and subsistence for a Third Party, including for a Government Official attending a site visit, briefing or inspection, may be met by the Company only where there is a genuine and documented business purpose, the itinerary is directly connected to that purpose, the standard of travel and accommodation is reasonable, no per diem or cash allowance is paid to the individual, no leisure or tourism element is funded, accompanying persons are not funded, and the arrangement has the prior written approval of the Compliance Officer. Payment shall be made to the supplier or, where the individual’s own organisation permits, reimbursed to that organisation, and never to the individual in cash.

7.8

Personnel must decline any gift or hospitality which does not satisfy this clause, and must do so politely, promptly and with an explanation that the Company’s policy prohibits acceptance. Where declining is itself likely to cause difficulty, the Compliance Officer must be consulted before the matter is concluded.

8.Charitable donations, sponsorship and political contributions

8.1

Charitable donations and sponsorship are capable of being used to conceal a Bribe, particularly where the recipient organisation is connected to a Government Official or where the request originates from a person in a position to influence a decision affecting the Company. The Company therefore controls them as it controls any other transfer of value.

8.2

No charitable donation or sponsorship may be made by or on behalf of the Company without the prior written approval of the Compliance Officer. Before approval is given, the Compliance Officer shall satisfy themselves that:

(a)the recipient is a genuine organisation, properly constituted and registered where registration is required in the relevant jurisdiction;
(b)due diligence has been carried out on the recipient, on its principal officers and on its beneficial ownership or control;
(c)no Government Official, and no family member or close associate of a Government Official, holds office in, controls, or stands to benefit personally from the recipient in a manner which is not fully disclosed;
(d)the donation was not requested, suggested or encouraged, directly or indirectly, by a Government Official or by a person connected with a live or anticipated decision affecting the Company;
(e)the amount is proportionate and is not linked, in timing or in quantum, to any decision, approval, licence, contract or mandate;
(f)the payment is to be made to the organisation’s own bank account in the jurisdiction in which it operates, and not to an individual or to a third-party account; and
(g)the purpose and application of the funds can be verified.

8.3

Where a project agreement, concession, licence or investment approval includes community development, corporate social responsibility or local content obligations, those obligations must be documented in the transaction agreements, must be payable to identified programmes or entities on verifiable terms, and must be subject to the same due diligence as a charitable donation. Undocumented, discretionary or cash-based community payments are prohibited.

8.4

The Company makes no political donations or contributions of any kind. It does not donate money, property, services or anything else of value to any political party, party official, candidate for public office, political campaign, referendum campaign or organisation established to further a political objective, in the United Kingdom, in Bangladesh or in any other jurisdiction. It does not make its premises, personnel or resources available for such purposes and it does not reimburse any person for a political contribution made personally.

8.5

Personnel are free to participate in the political process in their personal capacity and in their own time. Any such participation must be plainly personal, must not be conducted using the Company’s name, premises, resources or contacts, must not be represented as the Company’s position, and must be disclosed to the Compliance Officer where it involves any person or body with whom the Company has, or is seeking, a business relationship.

8.6

All donations, sponsorships and community payments approved under this clause shall be recorded in the Donations Register, with the recipient, amount, date, business rationale, due diligence outcome and approver.

9.Third-party intermediaries, agents and contractual protections

9.1

The engagement of intermediaries, agents, consultants, introducers, local partners and other representatives is the principal bribery risk the Company faces. It is the mechanism through which the great majority of enforcement actions under the Bribery Act and comparable regimes have arisen. Every such person is capable of being an Associated Person within the meaning of section 8 of the Bribery Act, and their conduct is capable of exposing the Company to the section 7 offence even where no member of Personnel knew of it. This clause is to be applied strictly.

9.2

No Third Party may be appointed to act for or on behalf of the Company, and no agreement with such a Third Party may be signed, until the due diligence required by this clause has been completed and the appointment has been approved in writing by the Compliance Officer. Work must not commence, and no payment may be made, before that approval.

9.3

Due diligence proportionate to the assessed risk must be carried out before appointment and must address, as a minimum:

(a)the legal identity, place of incorporation, ownership structure and ultimate beneficial ownership of the Third Party, verified from reliable and independent sources;
(b)the identity of its directors, officers and controlling persons, and screening of each of them against sanctions lists administered by the Office of Financial Sanctions Implementation, against politically exposed person data and against adverse media;
(c)any past or present connection between the Third Party, its owners, officers or close family members and any Government Official, ministry, authority or state-owned enterprise relevant to the mandate;
(d)the Third Party’s track record, reputation, litigation and enforcement history, and any allegation of corruption made against it;
(e)the Third Party’s actual capability to perform the services, including its premises, personnel, qualifications, licences and experience;
(f)the commercial rationale for the appointment, tested against the question of what the Third Party does that the Company cannot do itself;
(g)the proposed remuneration, tested against market rates for comparable services, and the basis on which it is calculated;
(h)the Third Party’s own anti-bribery policies, controls and training, and whether they are adequate; and
(i)the jurisdictions in which the Third Party will operate and the corruption risk associated with them.

9.4

The Compliance Officer shall assign each Third Party a risk rating. High risk ratings shall apply in particular where the Third Party will interact with Government Officials on the Company’s behalf, where the mandate concerns a public procurement, licence or concession, where the Third Party was introduced or recommended by a Government Official, or where the ownership of the Third Party cannot be established with confidence. A high risk appointment requires the approval of the Board in addition to that of the Compliance Officer.

9.5

Remuneration of Third Parties is subject to the following requirements. Fees must be commensurate with the services actually rendered and must be documented in a written agreement executed before the services begin. Success fees, contingent fees and commissions calculated by reference to the outcome of a governmental decision, approval, licence, tender or concession are prohibited for any Third Party engaged to interact with Government Officials. No payment may be made in cash, to a bearer instrument, to a numbered account, to an account in a jurisdiction unconnected with the Third Party’s place of business or incorporation, or to a person other than the contracting counterparty. Every payment must be supported by a written invoice describing the services with sufficient particularity to permit verification.

9.6

Every written agreement with a Third Party who may be an Associated Person shall contain, as a minimum:

(a)a warranty that the Third Party and its owners, officers, employees and sub-contractors have not offered, given, requested or accepted any Bribe in connection with the Company or its business;
(b)an undertaking to comply with the Bribery Act 2010, with all applicable anti-corruption law in every jurisdiction in which the Third Party operates, and with this Policy, a copy of which shall be provided and acknowledged;
(c)an undertaking to maintain accurate and complete books and records of all sums received and paid in connection with the engagement, and to retain them for a defined period;
(d)a right for the Company, on reasonable notice, to audit and inspect those books and records, and an obligation on the Third Party to co-operate with any such audit and with any investigation;
(e)an obligation to notify the Company promptly of any request or demand for an undue financial or other advantage received in connection with the engagement, and of any breach or suspected breach of the warranties and undertakings;
(f)a prohibition on delegating or sub-contracting the engagement, in whole or in part, without the Company’s prior written consent, and an obligation to impose equivalent terms on any permitted sub-contractor;
(g)a prohibition on employing, retaining or making any payment to a Government Official or their family members in connection with the engagement without the Company’s prior written consent;
(h)a right for the Company to terminate the agreement immediately, without compensation and without liability for any unpaid amount, on breach of any of those warranties or undertakings or on the Company forming a reasonable belief that such a breach has occurred; and
(i)an indemnity in favour of the Company in respect of loss, liability, penalty and cost arising from such a breach.

9.7

Third-party relationships shall be monitored throughout their term. Due diligence shall be refreshed at intervals determined by risk rating and in any event at least every two years, on renewal or material amendment of the agreement, and immediately upon the emergence of any red flag under clause 12. Invoices and payments shall be reviewed for consistency with the agreed scope and rate.

9.8

Where a Third Party refuses to accept the terms required by clause 9.6, refuses to submit to due diligence, declines to disclose its beneficial ownership, or fails to provide a satisfactory explanation of any red flag, the Company shall not appoint it. Where such circumstances arise after appointment, the Compliance Officer shall suspend further payments and the Company shall exercise its right of termination unless the Compliance Officer records, with reasons, that the matter has been satisfactorily resolved.

9.9

All Third Parties assessed under this clause, together with their risk rating, due diligence outcome, approval, contract date and review date, shall be recorded in the Third-Party Register.

10.Engagement with government officials and public bodies

10.1

The Company engages with ministries, statutory authorities, regulators and state-owned enterprises as a core part of its work. That engagement is legitimate. Advocating for a project, explaining a proposal, responding to a consultation, submitting an application and answering a regulator’s questions are proper activities and this Policy does not restrict them. What this Policy restricts is the conferring of any advantage on the individuals who take those decisions.

10.2

In every dealing with a Government Official, Personnel and Associated Persons must not:

offer, promise or give any financial or other advantage to the official, to a person nominated by the official, or to a family member or close associate of the official;
offer employment, consultancy, an internship, a directorship, a shareholding or any other economic interest to the official or to a connected person, whether during the official’s tenure or after it, without the prior written approval of the Compliance Officer;
agree to appoint a particular local partner, supplier, adviser or sub-contractor at the request or suggestion of the official, unless that party has been independently selected on merit and has passed due diligence under clause 9;
make or promise any payment, donation, sponsorship or community contribution requested by the official, whether for the official’s own benefit or for a cause, entity or constituency nominated by them;
seek, receive or use confidential information relating to a tender, procurement or competing bid which the Company is not entitled to hold;
seek to influence the composition of an evaluation panel, a technical committee or an adjudicating body;
make any representation to an official which is false, incomplete or misleading, or submit any document known to contain a false statement; or
ask, instruct or permit any intermediary to do any of the foregoing.

10.3

Meetings and substantive communications with Government Officials conducted on behalf of a client or in pursuit of a mandate shall be recorded, identifying the date, the body and officials present, the Company representatives present, the subject matter discussed, any request made of the Company and any commitment given. Personnel should not attend such meetings alone where it can reasonably be avoided.

10.4

Government Officials, their family members and their known close associates may be politically exposed persons for the purposes of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017. Where the Company enters into a business relationship or transaction involving such a person, enhanced due diligence and senior management approval are required in accordance with the Company’s Client Due Diligence and Know Your Customer Standard, and the source of wealth and source of funds must be established.

10.5

Where a Government Official requests, hints at or creates the expectation of any improper advantage, the person to whom the request is made must decline it, must not negotiate over it, must not indicate that it might be met at another time or through another channel, and must report it to the Compliance Officer within twenty-four hours, recording the date, the identity and position of the official, the words used so far as they can be recalled and the response given. The Compliance Officer shall consider whether the mandate can continue and whether an external report is required.

10.6

The Company does not accept a mandate whose objective is to secure a decision, approval or award by means other than the merits of the proposal and the proper operation of the applicable process. Where a client, sponsor or counterparty proposes such an arrangement, the Company shall decline the mandate and the Compliance Officer shall record the decision and consider what further action is required.

11.Conflicts of interest and related-party risk

11.1

Bribery risk and conflicts of interest are closely related. An undisclosed personal interest in a counterparty, an intermediary or a decision-maker is frequently the route by which value is diverted, and it deprives the Company of the ability to assess a transaction on its merits.

11.2

Personnel must disclose to the Compliance Officer, promptly and in writing, any interest which does or may conflict with the interests of the Company, including:

any financial interest, direct or indirect, in a client, counterparty, intermediary, supplier or competitor of the Company;
any personal, family or close social relationship with a Government Official, or with a director, officer, owner or employee of a client, counterparty or intermediary, where that person is or may be connected with a matter on which the Company is engaged;
any outside employment, directorship, consultancy, advisory role or business venture;
any benefit offered to a family member or close associate by a person with whom the Company deals; and
any circumstance in which the individual’s personal interest could reasonably be perceived to influence the exercise of their judgement on behalf of the Company.

11.3

Disclosed interests shall be recorded in the Conflicts Register and managed by the Compliance Officer, whose available measures include recusal of the individual from the matter, information barriers, the reallocation of responsibility, disclosure to the affected client or counterparty, and where the conflict cannot be managed, declining or terminating the engagement.

11.4

Personnel must not participate in the selection, appointment, approval or payment of any Third Party in which they, or a family member or close associate, hold an interest.

11.5

This clause is supplementary to, and does not limit, the Company’s Conflicts of Interest Policy, and directors remain subject in addition to their duties under sections 175 to 177 of the Companies Act 2006.

12.Red flags and warning indicators

12.1

Personnel must remain alert throughout an engagement to circumstances which indicate a heightened risk of bribery or corruption. The following are examples of such circumstances. The list is not exhaustive and the absence of a listed indicator does not establish that a matter is free of risk.

12.2

a counterparty, intermediary or official requests a payment or benefit for which no legitimate basis is apparent, or requests that a payment be made in cash;
a request that payment be made to a bank account in a jurisdiction unconnected with the recipient or the work, to a personal account, to a numbered account, or to a person other than the contracting counterparty;
a request for an unusually large commission, an unexplained discount, an advance payment or a payment structured in irregular instalments;
a proposed fee that is materially above the market rate for the services, or a fee whose basis of calculation is not documented;
the appointment of an intermediary is required, requested or recommended by a Government Official, or the intermediary is said to have a special relationship with an official or authority;
an intermediary refuses to disclose its beneficial ownership, to provide an anti-bribery warranty, to accept audit rights or to complete due diligence;
an intermediary lacks the premises, staff, qualifications or experience necessary to perform the services for which it is engaged;
a counterparty insists on unusual secrecy, on the absence of written records, or on communication through personal messaging channels only;
invoices are vague, duplicated, altered, backdated, or describe services in terms which cannot be verified;
a payment is requested urgently, outside normal approval routes, or with an explanation that the ordinary process cannot be followed;
an official, or a person connected to an official, has a hidden interest in a counterparty or intermediary;
a decision, approval or award is offered on terms or on a timetable inconsistent with the published process;
a counterparty or intermediary has been the subject of credible allegations of corruption, or operates in a jurisdiction, sector or role assessed as high risk;
gifts, hospitality or travel are pressed on Personnel, are of disproportionate value, or are offered at a decisive moment in a process;
a request is made for a charitable donation, sponsorship or community payment which is linked in timing to a pending decision; or
any person suggests that a payment described as a fee, tip, expedite charge, service charge or contribution is necessary in order to obtain a routine governmental action.

12.3

A red flag is not proof of wrongdoing. It is a requirement to stop. On identifying a red flag, Personnel must not attempt to resolve it themselves, must not proceed with the payment, appointment or transaction to which it relates, and must report it to the Compliance Officer without delay.

12.4

The Compliance Officer shall investigate the red flag, record the enquiry and its outcome, and determine whether the matter may proceed, may proceed subject to conditions, or must be stopped. Where the flag cannot be satisfactorily explained, the matter shall not proceed.

13.Books, records and financial controls

13.1

The Company keeps adequate accounting records in accordance with section 386 of the Companies Act 2006. Those records must be sufficient to show and explain the Company’s transactions and to disclose with reasonable accuracy its financial position. Concealment of a corrupt payment necessarily involves a false record, and accurate books are therefore both a legal obligation and an anti-bribery control.

13.2

Every transaction must be recorded accurately, promptly, in reasonable detail and in the correct accounting period. The description of a payment must state its true purpose. No entry may be made which is false, incomplete, ambiguous or misleading, and no payment may be mischaracterised, aggregated with unrelated items or allocated to a general or unspecified expense category in order to obscure its nature.

13.3

The Company maintains no undisclosed or unrecorded account, fund, asset or reserve, in its own name or in the name of any other person, for any purpose.

13.4

All expense claims relating to gifts, hospitality, travel or payments to Third Parties must be submitted through the Company’s expense process, must identify the recipients and the business purpose, must be supported by original receipts or equivalent documentation, and must be approved by a person other than the claimant. A claimant may not approve their own expenses and a person may not approve expenses of a person to whom they report.

13.5

Payments to Third Parties require dual authorisation, verification of bank details against records obtained independently of the payment request, and a written invoice consistent with an executed agreement. Changes to a Third Party’s bank details must be verified through a known contact using a channel independent of the request.

13.6

The Company does not operate cash payment arrangements save for a petty cash float which is subject to written authorisation limits, receipt substantiation, periodic reconciliation and independent review.

13.7

Records created under this Policy, including the Registers, due diligence files, approvals, reports made under clauses 6, 10 and 14 and training records, shall be retained in accordance with the Company’s Data Retention and Records Management Policy for a period sufficient to evidence the operation of the Company’s procedures, and in any event for not less than six years from the end of the relationship or the closure of the matter to which they relate. Personal data contained in those records is processed in accordance with the Company’s Privacy Policy, the UK GDPR and the Data Protection Act 2018.

13.8

The Compliance Officer, the Board and any person appointed by them shall have unrestricted access to the Company’s books, records and Registers for the purposes of this Policy.

14.Reporting concerns and protection from retaliation

14.1

Personnel and Associated Persons must report any concern that a Bribe has been offered, promised, given, requested or accepted, that a Facilitation Payment has been made, that this Policy has been breached, or that a red flag under clause 12 has arisen. The obligation to report arises on suspicion. Certainty is not required and Personnel must not delay a report in order to investigate the matter themselves.

14.2

Concerns should be raised with the individual’s line manager or directly with the Compliance Officer through the internal channels notified to Personnel. Where the concern relates to the line manager, to the Compliance Officer or to a member of the Board, it may be raised with any other director or through the routes provided in the Company’s Whistleblowing and Speak-Up Policy. Any person outside the Company, including an Associated Person, a client or a counterparty, may raise a concern through the enquiry form at fratresgroup.com/contact.

14.3

Reports may be made anonymously and will be considered on their merits. The Company encourages those reporting to identify themselves, because anonymity limits the Company’s ability to seek clarification, to keep the reporter informed and to provide them with protection.

14.4

A report will be acknowledged within five business days of receipt. The Compliance Officer, or where the report concerns the Compliance Officer another person appointed by the Board, shall assess it, determine whether an investigation is required, conduct or commission that investigation, and record the findings and the action taken. The identity of the reporter shall be treated as confidential and disclosed only where the reporter consents, where disclosure is necessary to conduct a fair investigation and the reporter has been informed, or where disclosure is required by law.

No retaliation

The Company prohibits retaliation of any kind against a person who raises a concern in good faith under this Policy, who refuses to participate in bribery, or who assists in an investigation. Dismissal, demotion, disciplinary action, loss of remuneration or opportunity, exclusion, or informal detriment of any kind on those grounds is itself a serious disciplinary offence and will be treated as such.

Workers who make a qualifying disclosure are additionally protected by Part IVA of the Employment Rights Act 1996, as inserted by the Public Interest Disclosure Act 1998, which renders void any provision purporting to preclude such a disclosure and confers the right not to be subjected to detriment or dismissed for having made it.

14.5

Nothing in this Policy, in any contract of employment, in any settlement agreement or in any confidentiality undertaking prevents any person from making a protected disclosure, from reporting a matter to a law enforcement agency or regulator, or from co-operating with an investigation by such a body. The Serious Fraud Office is a prescribed person for the purposes of the Public Interest Disclosure (Prescribed Persons) Order 2014 in respect of serious or complex fraud, which includes bribery and corruption. Reports of criminal conduct may also be made to the National Crime Agency, and in Bangladesh to the Anti-Corruption Commission.

14.6

Where an investigation indicates that an offence may have been committed, the Compliance Officer shall consider, taking legal advice where appropriate, whether the Company should make a self-report to the Serious Fraud Office, whether a disclosure is required under Part 7 of the Proceeds of Crime Act 2002, and what steps are required to preserve evidence.

14.7

A report made in good faith which is not substantiated will not result in any action against the reporter. A report which is knowingly false, or made maliciously or for personal advantage, is a disciplinary matter.

15.Training, communication and competence

15.1

This Policy is provided to every member of Personnel on appointment and on each material revision, and is published in the Company’s legal register so that clients, counterparties and prospective partners can read it before they deal with the Company.

15.2

All Personnel shall receive anti-bribery and anti-corruption training on induction and at least annually thereafter. That training shall cover the offences under the Bribery Act, the prohibitions in clause 3, the rules on facilitation payments, gifts and hospitality, the red flags in clause 12, the reporting obligations in clause 14 and the protections available to those who report.

15.3

Enhanced training, tailored to the risks of the role, shall be provided to Personnel engaged in government relations, regulatory engagement, business development, the appointment or management of Third Parties, and the authorisation of payments, and to any member of Personnel working in a jurisdiction assessed as high risk. That training shall be completed before the individual undertakes the activity concerned.

15.4

Every member of Personnel shall confirm in writing, on induction and annually thereafter, that they have read and understood this Policy, that they have complied with it, and that they are not aware of any breach of it which they have not reported.

15.5

Associated Persons shall be provided with a copy of this Policy on appointment and shall acknowledge it in accordance with clause 9.6. Where the risk rating of the engagement warrants it, the Compliance Officer shall require the Third Party to provide evidence that its own personnel have received anti-bribery training.

15.6

The Compliance Officer shall maintain records of all training delivered, of attendance and completion, and of the annual confirmations required by clause 15.4.

15.7

The Board and senior management shall communicate the Company’s zero-tolerance position clearly and repeatedly, internally and to clients, counterparties and intermediaries, and shall ensure that no instruction, target or incentive operated by the Company creates pressure to depart from this Policy.

16.Monitoring, review, breach and enforcement

16.1

The Compliance Officer shall monitor the operation of this Policy on a continuing basis, including by reviewing the Registers, testing a sample of third-party due diligence files, gift and hospitality approvals and payment authorisations, and examining any pattern in reports received under clause 14.

16.2

The Compliance Officer shall report to the Board at least annually on the operation of this Policy. That report shall address the outcome of the bribery risk assessment, the contents of the Registers, any report made under clauses 6, 10 or 14 and its disposal, any breach identified and the action taken, the completion of training, and any recommended change to the Company’s procedures.

16.3

This Policy shall be reviewed by the Board at least annually, and in addition upon any material change in the law, in the Company’s activities, in the jurisdictions or sectors in which it operates, or in the outcome of its risk assessment. The Company reserves the right to amend this Policy at any time, and the version published in its legal register is the operative version.

16.4

Breach of this Policy by a member of Personnel shall be dealt with under the Company’s disciplinary procedure. Offering, giving, requesting or accepting a Bribe, making an unauthorised Facilitation Payment, falsely recording a payment, failing to report a matter required to be reported under this Policy, or retaliating against a person who reports, will normally be treated as gross misconduct justifying summary dismissal without notice or payment in lieu of notice. Where the individual is engaged otherwise than as an employee, the Company shall terminate the engagement.

16.5

Breach by an Associated Person shall result in the immediate suspension of payments, the exercise of the Company’s rights of audit and termination under clause 9.6, the pursuit of any indemnity available to the Company, and the exclusion of that person from future engagement.

16.6

The Company shall not reimburse, indemnify or otherwise make good to any person any sum paid as a Bribe or as an unauthorised Facilitation Payment, and shall not fund the defence of any person prosecuted for an offence arising from conduct in breach of this Policy save to the extent it is required by law to do so.

16.7

The Company shall report suspected criminal conduct to the appropriate authority, which may include the Serious Fraud Office, the National Crime Agency, the police and, in Bangladesh, the Anti-Corruption Commission. It shall co-operate fully with any investigation by such an authority and shall preserve all relevant records. Personnel are required to co-operate with any internal or external investigation and must not destroy, alter, conceal or withhold any document or information relevant to it.

16.8

Nothing in this Policy confers any right on, or creates any obligation owed to, any person other than the Company. Questions about the interpretation or application of this Policy, and requests for the approvals it requires, should be directed to the Compliance Officer through the internal channels notified to Personnel or, from outside the Company, through the enquiry form at fratresgroup.com/contact, and will be acknowledged within five business days.

16.9

This Policy and any dispute or claim arising out of or in connection with it are governed by the law of England and Wales.

Related policies

Anti-Money Laundering & Counter-Terrorist Financing PolicyThe firm’s risk-based approach to money laundering and terrorist financing risk, including customer due diligence, monitoring and reporting obligations.FGL-LEG-08 Client Due Diligence & Know Your Customer StandardThe identification, verification and beneficial ownership standards applied before and during any client engagement.FGL-LEG-09 Sanctions & Export Controls PolicyThe firm’s approach to financial sanctions, trade restrictions and export control obligations across the jurisdictions in which it operates.FGL-LEG-11 Prevention of the Facilitation of Tax Evasion PolicyReasonable prevention procedures addressing the corporate criminal offences under the Criminal Finances Act 2017.FGL-LEG-12

Full legal register