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Anti-Bribery & Corruption Policy

Railscape Limited, its management team and any group company are committed to the prevention of bribery, and shall aim to undertake our business fairly, with honesty and transparency. This must be reflected in every aspect of our business affairs.

Under UK law (UK Bribery Act 2010), bribery and corruption is punishable for individuals by up to ten years imprisonment.  If the Company is found to have taken part in the corruption or lacks adequate procedures to prevent Bribery, it could face an unlimited fine and face untold damage to its reputation.

The payment or offer to pay bribes, or provisions of, or offer to provide gifts or anything of value for improper purposes, to obtain or retain business or any other benefit, (whether for Railscape or any other party) is prohibited.  Such payments or gifts are also forbidden under the terms of this policy and may result in immediate dismissal for those involved in their payment or receipt.

The action and conduct of the COmpany’s directors and employees, as well as others acting on the Company’s behalf is essential to maintaining these standards. This policy and procedure therefore applies to all persons working for us, or on our behalf in any capacity. This includes employees at all levels, directors, officers (together, “Railscape Personnel”), agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third-party representatives and business partners, sponsors, or any other person associated with us (together, “Associated Persons”), wherever located.

Railscape Personnel and Associated Persons must read, become familiar with and comply with this policy. 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.

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. The Compliance Manager has primary and day-to-day responsibility for implementing this policy, monitoring its use and effectiveness, dealing with any queries about it, and auditing internal control systems and procedures to ensure they are effective in countering bribery and corruption.

This policy does not form part of any employee’s contract of employment and we may amend it at any time.

Prohibited Behaviour

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

The payment or offer to pay or provide bribes, gifts, hospitality, or anything of value for improper purposes, to obtain or retain business or any other benefit, (whether for the Company or any other party) is prohibited. Such payments or gifts are also forbidden under the terms of this policy and may result in immediate dismissal for those involved in their payment or receipt.

Compliance with Anti-Bribery Laws

It is the Company’s policy to comply with all laws, rules, and regulations governing anti bribery and corruption in all areas it operates. The Company has a zero-tolerance approach to acts of bribery and corruption, by Railscape Personnel or any Associated Persons.

Any breach of this policy will be regarded as a serious matter by the Company, which is likely to result in disciplinary action for Railscape Personnel. We may also terminate our relationship with Associated Persons if they breach this policy.

Record Keeping

The Company is required to keep financial records and to have appropriate internal controls in place which will evidence the business reason for making payments to third parties.

Railscape Personnel and Associated Persons must declare and keep a written record of all hospitality or gifts given or received, which will be subject to managerial review.

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

Application of the Policy and Procedure

This policy shall be communicated to all Railscape Personnel and Associated Persons as part of the Company’s induction process (where applicable) and following any significant changes to the policy.

Adherence to this policy shall be monitored and reviewed annually. Where our risk assessment process identifies a high risk of bribery within our organisation, we shall document additional procedures to provide clear, practical and accessible anti-bribery processes, which are proportionate to the risks identified.

All necessary levels of due diligence shall be undertaken within the Company and against all relevant suppliers and Associated Persons to identify any corrupt practices.

Facilitation Payments and Kickbacks

No bribes of any sort may be paid to or accepted from customers, suppliers, politicians, government advisors or representative’s private person or company.  It is not permitted to establish accounts or internal budgets for the purpose of making facilitation payments or influencing transactions (slush funds). 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). Kickbacks are typically payments made in return for a business favour or advantage.

You 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 the Compliance Manager.

Gifts, Hospitality and Expenses

The Company recognises that to refuse a gift in certain circumstances would cause offence to our trading partners. In all circumstances you must consider whether the gift or entertainment is reasonable and justifiable. Consideration should be given as to the intention of the gift and whether the gift being offered for something in return (quid pro quo).

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

  • establishing or maintaining good business relationships
  • improving or maintaining our image or reputation; or
  • marketing or presenting our products and/or services effectively.

The giving and accepting of gifts up to and not exceeding the value of £100 is allowed 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 is given in our name, not in your name
  • it does not include cash or a cash equivalent (such as gift certificates or vouchers)
  • it is appropriate in the circumstances, taking account of the reason for the gift, its     timing and value. For example, in the UK it is customary for small gifts to be given at Christmas
  • it is given openly, not secretly; and
  • it complies with any applicable local law.

Promotional gifts of low value such as branded stationery to or from existing customers, suppliers and business partners will usually be acceptable.

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.

Please refer to our code of conduct on gifts and entertainment policy for further information.

How to Raise a Concern

You are encouraged to raise concerns about any issue or suspicion of bribery or corruption at the earliest possible stage.

If you are offered a bribe, or are asked to make one, or if you believe or suspect that any bribery, corruption or other breach of this policy has occurred or may occur, you must notify your line manager or the Compliance Manager.

If you are unsure about whether a particular act constitutes bribery or corruption, raise it with your line manager or the Compliance Manager from time to time, currently John Gorman, via [email protected] or via telephone on 01268 777795.

Whistleblowing – Protection

Individuals who refuse to accept or offer a bribe, or 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.

We are committed to ensuring no one suffers any detrimental treatment 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 inform the Compliance Manager immediately. If the matter is not remedied, and you are an employee, you should raise it formally using our grievance procedure.