Policy 4: Anti-Corruption and Bribery Policy

1. About this policy

1.1 One of Simplyfruit’s core values is to uphold responsible and fair business practices. It is our policy to conduct all of our business in an honest and ethical manner. The senior management team is committed to promoting and maintaining the highest standards of ethical conduct in all business activities.

1.2 Simplyfruit has a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all of its business dealings and relationships. We will implement and enforce appropriate systems and controls designed to prevent bribery and corruption.

1.3 This policy is based on the principles of the Bribery Act 2010 and applies to the Company’s conduct both in the UK and abroad.

1.4 The purpose of this policy is to:

ensure compliance with applicable anti-bribery and anti-corruption laws, rules and regulations;

help employees and associated persons understand the risks associated with bribery and corruption;

encourage employees and associated persons to recognise, prevent and report suspected wrongdoing;

provide appropriate channels through which concerns can be reported; and

maintain an effective framework for dealing with suspected instances of bribery or corruption.

1.5 Any employee who breaches this policy will face disciplinary action in accordance with the Company’s disciplinary procedure. Depending on the seriousness of the breach, this may constitute gross misconduct and could result in dismissal without notice.

1.6 Any non-employee or associated person who breaches this policy may have their contract, sub-contract or other agreement with the Company suspended or terminated.

2. Who must comply with this policy?

2.1 This policy applies to all persons working for Simplyfruit or on its behalf in any capacity, including permanent and temporary employees, directors, officers, agency workers, casual workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third-party representatives, business partners, suppliers, sponsors and any other persons associated with the Company.

2.2 All employees and associated persons are expected to understand and comply with the principles set out in this policy and with any anti-bribery and anti-corruption legislation applicable in any jurisdiction in which they conduct business on behalf of the Company.

2.3 All employees and associated persons are expected to act honestly, responsibly, professionally, fairly and with integrity in all business dealings and relationships.

3. What is bribery?

3.1 A bribe is a financial or other inducement or reward offered, promised, provided, accepted or sought in order to gain a commercial, contractual, regulatory, personal or other improper advantage.

Bribes can take the form of money, gifts, loans, fees, hospitality, services, discounts, the award of a contract or any other advantage or benefit.

3.2 Bribery includes offering, promising, giving, requesting, agreeing to receive, accepting or seeking a bribe.

3.3 All forms of bribery and corruption are strictly prohibited.

3.4 Specifically, you must not:

(a) give, promise or offer any payment, gift, hospitality or other benefit with the intention or expectation that a business or other improper advantage will be received in return, or to reward any business advantage already received;

(b) request, agree to receive or accept a financial or other advantage in return for improper conduct;

(c) accept any offer from a third party that you know or suspect is made with the expectation that the Company will provide a business advantage to them or anyone else;

(d) bribe or attempt to bribe a public or government official;

(e) give or offer any payment, sometimes known as a facilitation payment, to a government official or any other person to secure, facilitate or speed up a routine or necessary procedure; or

(f) make provision for, set aside money for, or create accounts for the purpose of facilitating or concealing a bribe or improper payment.

3.5 You must not threaten, penalise or retaliate against another person because they have refused to offer or accept a bribe, refused to participate in bribery or corruption, or raised a genuine concern about possible bribery or corruption.

3.6 If you are unsure whether a particular act, payment, gift, benefit or arrangement could constitute bribery or corruption, you should raise the matter with your line manager or the Commercial Director, who acts as the Company’s Anti-Corruption Officer.

4. Gifts and hospitality

4.1 This policy does not prohibit the giving or accepting of reasonable and appropriate hospitality for legitimate business purposes, such as building business relationships, maintaining the Company’s image or reputation, or marketing its products and services.

4.2 A gift or hospitality will not be appropriate if it is unduly lavish or extravagant, or if it could reasonably be seen as an inducement or reward for preferential treatment, particularly during contractual negotiations or a tender process.

4.3 Gifts must be of an appropriate and reasonable type and value, taking into account the circumstances and the reason for the gift.

4.4 When giving a business gift:

it must not be intended to influence a third party to obtain or retain business or a business advantage;

it must comply with applicable local laws;

it must be given in the Company’s name and not in the giver’s personal name;

it must not include cash or a cash equivalent, such as gift vouchers;

it must be of an appropriate and reasonable type and value;

it must be given at an appropriate time;

it must be given openly and not secretly; and

where appropriate, it must be approved in advance by a Director of the Company.

4.5 Promotional gifts of low value, such as branded stationery, may be given to or accepted from existing customers, suppliers and business partners.

4.6 If you are uncertain whether a gift or hospitality is appropriate, you should refer the matter to the Managing Director or Commercial Director before accepting or providing it.

5. Record-keeping

5.1 Employees must declare and keep an appropriate written record of all hospitality or gifts given or received.

5.2 All expense claims relating to hospitality, gifts or payments to third parties must be submitted in accordance with the Company’s expenses procedures and must accurately record the reason for the expenditure.

5.3 All accounts, receipts, invoices and other documents and records relating to dealings with third parties, including suppliers and customers, must be prepared and maintained with strict accuracy and completeness.

5.4 No accounts or records may be kept “off-book” or “off the record” for the purpose of facilitating or concealing improper payments.

6. Preventing and reporting bribery and corruption

6.1 It is the responsibility of all employees and associated persons to take reasonable steps to ensure compliance with this policy and to prevent, detect and report suspected bribery or corruption.

6.2 You must disclose any knowledge or genuine suspicion that you, another employee or an associated person has offered, promised or given a bribe, or has requested, agreed to receive or accepted a bribe in connection with the Company’s business.

For the avoidance of doubt, this includes an obligation to report your own wrongdoing.

6.3 Employees and associated persons are expected to remain vigilant and report suspected unlawful conduct, bribery, corruption or other breaches of this policy promptly so that the matter can be investigated and appropriate action taken.

7. How to raise a concern

7.1 If you are offered a bribe, asked to make one, suspect that bribery or corruption has occurred or may occur, or become aware of another potential breach of this policy, you must report the matter as soon as possible.

7.2 Concerns should be reported to the Commercial Director, who acts as Simplyfruit’s Anti-Corruption Officer, or to the Managing Director. Concerns may also be raised in accordance with the Company’s Whistleblowing Policy.

7.3 The Company will maintain confidentiality during any investigation to the extent that this is practical and appropriate in the circumstances.

7.4 The Company encourages employees and associated persons to raise genuine concerns in good faith, even if those concerns ultimately prove to be mistaken.

7.5 No person should suffer detrimental treatment as a result of:

refusing to participate in bribery or corruption;

refusing to offer or accept a bribe; or

reporting in good faith a genuine suspicion that bribery or corruption has occurred or may occur.

7.6 Where appropriate, the Company may report suspected bribery or corruption to an appropriate government department, regulatory agency, law enforcement authority or the police, in addition to taking internal disciplinary or contractual action.

8. Responsibility for this policy

8.1 The Commercial Director, acting as Simplyfruit’s Anti-Corruption Officer, has lead responsibility for overseeing compliance with this policy and monitoring its effectiveness.

8.2 The Directors have overall responsibility for ensuring that this policy complies with the Company’s legal and ethical obligations and that appropriate measures are in place to prevent bribery and corruption.

8.3 The Company’s zero-tolerance approach to bribery and corruption will be communicated to relevant business partners at the outset of the business relationship and, where appropriate, thereafter.

8.4 This policy does not form part of any employee’s contract of employment. The Company reserves the right to amend or update this policy at any time.