Bribery and Corruption Policy
General Requirements
It is uMotif’s policy to conduct all business in an honest and ethical manner. uMotif take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all business dealings and relationships wherever the company operates and implementing and enforcing effective systems to counter bribery.uMotif will uphold all laws relevant to countering bribery and corruption.
However, uMotif remains bound by the laws of the UK, including the Bribery Act 2010, in respect of conduct both at home and abroad. It is a criminal offense 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 uMotif fails to prevent bribery the company can face an unlimited fine, exclusion from tendering for public contracts, and damage to reputation.
uMotif, therefore, takes legal responsibilities very seriously. In this policy, third party means any individual or organization employees come into contact with during the course of work for uMotif, 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.
What are bribery and corruption?
Bribery is offering, promising, giving or accepting any financial or other advantages, 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. An advantage includes money, gifts, loans, fees, hospitality, services, discounts, the award of a contract or anything else of value. 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 organization of any kind. Corruption is the abuse of entrusted power or position for private gain, some examples are provided in the Appendix.
It is not acceptable for employees (or someone on an employee’s behalf) to:
• not to report an issue if they are aware of a case of either bribery or corruption
• give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given
• give or accept a gift or hospitality during any commercial negotiations or tender process, if this could be perceived as intended or likely to influence the outcome
• accept hospitality from a third party that is unduly lavish or extravagant under the circumstances
• accept a payment, gift or hospitality from a third party that you know or suspect is offered with the expectation that it uMotif will provide a business advantage for them or anyone else in return
• offer or accept a gift to or from government officials or representatives, or politicians or political parties
• threaten or retaliate against another worker who has refused to commit a bribery offense or who has raised concerns under this policy; or engage in any activity that might lead to a breach of this policy
What is not acceptable?
It is not acceptable for an employee (or someone on an employee’s behalf) to:
• give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given
• give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to “facilitate” or expedite a routine procedure
• accept payment from a third party that you know or suspect is offered with the expectation that it will obtain a business advantage for them
• accept a gift or hospitality from a third party if you know or suspect that it is offered or provided with an expectation that a business advantage will be provided by us in return
• threaten or retaliate against another worker who has refused to commit a bribery offense or who has raised concerns under this policy, or engage in any activity that might lead to a breach of this policy
Facilitation payments and kickbacks
uMotif does not make, and will not accept, facilitation payments or “kickbacks” of any kind. 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). They are not common in the UK, but are common in some other jurisdictions. Kickbacks are typically payments made in return for a business favor or advantage.
All workers must avoid any activity that might lead to a facilitation payment or kickback being made or accepted by uMotif or on uMotif’s behalf, or that might suggest that such a payment will be made or accepted. If employees are asked to make a payment on behalf of uMotif, employees should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided.
Employees should always ask for a receipt that details the reason for the payment. If employees have any suspicions, concerns or queries regarding a payment, this should be raised with a line manager.
Gifts, hospitality and expenses
This policy allows reasonable and appropriate hospitality or entertainment was given to or received from third parties, for the purposes of:
• establishing or maintaining good business relationships
• improving or maintaining uMotif’s image or reputation, or
• marketing or presenting uMotif’s products and/or services effectively
The giving and accepting of gifts 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 favors or benefits
• it is given in uMotif’s name, not in an employee’s 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, and it is given openly, not secretly
• 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 uMotif’s 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.
uMotif appreciates 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 it should always be considered.
Potential risk scenarios: “red flags”
The following is a list of possible red flags that may arise during the course of an employee working for uMotif 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 an employee encounters any of these red flags while working for uMotif, they must report them promptly to a line manager:
• an employee becomes aware that a third party engages in, or has been accused of engaging in, improper business practices
• an employee learns 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
• a third party insists on receiving a commission or fee payment before committing to sign up to a contract with uMotif, or carrying out a government function or process for uMotif
• 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
• a third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business
• a third party requests an unexpected additional fee or commission to “facilitate” a service
• a third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services
• a third party requests that a payment is made to “overlook” potential legal violations
• a third party requests that you provide employment or some other advantage to a friend or relative
• an employee receives an invoice from a third party that appears to be non-standard or customized
• a third party insists on the use of side letters or refuses to put terms agreed in writing
• an employee notices that uMotif has been invoiced for a commission or fee payment that appears large given the service stated to have been provided
• 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 uMotif
• an employee is offered an unusually generous gift or offered lavish hospitality by a third party
Worker’s responsibilities
Workers must ensure that they read, understand 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 or under uMotif’s control. All workers are required to avoid any activity that might lead to, or suggest, a breach of this policy.
A worker must notify a line manager, or if required to the Chief Patient Officer or Board Member as soon as possible if they 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 a worker something to gain a business advantage with uMotif, 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 paragraph 5.6.
Any employee who breaches this policy will face disciplinary action, which could result in dismissal for gross misconduct. uMotif reserves the right to terminate a contractual relationship with other workers if they breach this policy.
Record-keeping
uMotif must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.
Workers must declare and keep a written record of significant hospitality or gifts accepted or offered, which will be subject to managerial review via the Leadership Team.
Workers must ensure all expense claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with uMotif’s expenses policy and specifically record the reason for the expenditure.
All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept “off-book” to facilitate or conceal improper payments.
How to raise a concern
Workers are encouraged to raise concerns about any issue or suspicion of bribery or corruption at the earliest possible stage.
If workers are offered a bribe, or are asked to make one, or if workers believe or suspect that any bribery, corruption or other breaches of this policy has occurred or may occur, they must notify a line manager as soon as possible.
If workers are unsure about whether a particular act constitutes bribery or corruption, raise it with a line manager.
Protection
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. uMotif 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.
uMotif is 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 offense has taken place, or may take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavorable treatment connected with raising a concern. If workers believe that they have suffered any such treatment, they should inform the Chief Patient Officer and Co-Founder immediately. If the matter is not remedied, and you are an employee, you should raise it formally using uMotif’s Grievance Procedure.
Training and communication
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.
uMotif’s zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of a business relationship with them and as appropriate thereafter.