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Bribery And Corruption Policy

Introduction

The UK Bribery Act 2010 requires all companies to implement adequate procedures to combat bribery and corruption in their business practices.

The Bribery Bill 2010 came into effect on July 1, 2011. Nuntius Agency has established this Bribery and Corruption Policy to safeguard itself and to prevent its employees and associated individuals from engaging in bribery.

Corporate Offence

According to Section 7 of the Act, a corporate offence occurs if a “relevant commercial organisation” fails to prevent bribery committed by its employees, agents, or subsidiaries. This is classified as a “strict liability” offence, meaning there is no need to prove intent to benefit from any bribe or negligence in preventing it.

Penalties

Individuals found guilty of these offences may face unlimited fines and up to ten years in prison. Companies convicted of the corporate offence could also incur unlimited fines, confiscation orders, compensation requirements, and disqualification orders. Automatic disqualification from public contracting opportunities is arguably the most severe penalty for corporations. Additionally, the negative impact on a firm’s reputation, if it is found guilty (or even suspected) of bribery, can lead to far-reaching consequences, including loss of customers, contracts, and a decline in market value.

FCA Requirements

The Financial Conduct Authority (FCA) mandates that firms establish and maintain effective systems and controls to mitigate the risk of financial crime, including bribery and corruption. The FCA’s financial crime regulations can be found in SYSC 3.2.6R and SYSC 6.1.1R.

FCA Rules and Principles

While the FCA does not enforce the Bribery Act directly, corrupt practices in FSMA-authorised firms impact at least two of the FCA’s statutory objectives:

  • Reducing the risk of financial businesses being exploited for purposes related to financial crime—since bribery and corruption are considered financial crimes.
  • Maintaining market integrity—because bribery and corruption distort fair competition.

The FCA thus aims to ensure that regulated firms adequately address the risk of corrupt actions by themselves or those acting on their behalf. The following rules and principles are particularly relevant to bribery and corruption:

  • Principle 1:
    A firm must operate with integrity.
  • Principle 2:
    A firm must demonstrate due skill, care, and diligence in its operations.
  • Principle 3:
    A firm must responsibly organize and control its affairs, incorporating adequate risk management systems.

SYSC 6.1.1R: A firm must establish, implement, and maintain sufficient policies and procedures to ensure compliance with regulatory obligations and mitigate the risks of being used to facilitate financial crime.

Other notable regulations include SYSC 5.1.1R, which requires firms to employ individuals with appropriate skills and knowledge, SYSC 9.1.1R, which pertains to record-keeping for compliance monitoring, and Principle 11, which mandates disclosures to the FCA regarding any reasonable expectations, particularly in the context of bribery and corruption.

Top-Level Commitment

The Board of Directors is committed to a zero-tolerance policy regarding bribery and corruption.

Due Diligence

Nuntius Agency is responsible for ensuring that all parties it engages with are fit and proper over time. Therefore, it is essential for the firm to perform due diligence on all third parties (including those with existing relationships) to gather sufficient knowledge about the individuals or firms with whom it conducts business. This due diligence extends beyond clients and customers to include partners, agents, intermediaries, and the entire supply chain.

Risks

Nuntius Agency will evaluate risks across all business areas to identify potential bribery issues, particularly in procurement and sales where official permissions may be required. Key areas of review will include:

  • Identifying specific areas that present the greatest bribery risks and implementing appropriate controls.
  • Being receptive to communications from relevant stakeholders regarding risks.
  • Including bribery risks in departmental assessments.
  • Evaluating risk in terms of likelihood and potential business impact.
  • Recognizing that bribery risks can vary significantly by location and being aware of local laws and reporting procedures.
  • Understanding that specific projects may carry unique risks related to bidding and contracting processes and the partners involved.
  • Conducting thorough due diligence when forming new business relationships, especially concerning partners with potential connections to corruption or bribery, particularly politically exposed persons (PEPs).

The Offences

The offences include:

  • Offering or promising a financial or other advantage to another person (public official, private individual, or corporate entity).
  • Requesting or receiving a bribe to obtain or retain business.
  • Bribing a foreign official.
  • A corporate entity failing to prevent bribery by an individual acting on its behalf.

Bribery and Corruption Policy

Overview

The Bribery and Corruption Act applies to all individuals and entities, including corporations. A person is guilty of an offence if they:

  • Bribe another person
  • Receive a bribe from another person

These offences apply whether the bribe is related to public or private functions and whether it is direct or indirect (via an agent or intermediary). The Act applies to offences committed in the UK or abroad, provided the person is a British national (including UK-registered companies) or ordinarily resides in the UK. The Act also defines a specific offence related to bribing foreign public officials, with a broad definition of “public official.” This is particularly relevant for Nuntius Agency’s operations in multiple jurisdictions where “facilitation payments” are common.

Purpose

This policy applies to all employees, associated entities, and individuals acting on behalf of Nuntius Agency. It aims to ensure that the Agency, its employees, and associates do not make or accept any bribes.

Zero Tolerance

Nuntius Agency enforces a zero-tolerance policy towards bribery, whether direct or through third parties. Employees are strictly prohibited from arranging or accepting bribes for personal gain.

Facilitation Payments

A facilitation payment, or “grease payment,” is an unofficial payment made to expedite or secure the performance of a routine duty. Nuntius Agency strictly prohibits all facilitation payments made by or on its behalf.

Third-Party Suppliers and Agents

All third-party arrangements, including Introducing Broker agreements, require prior approval from a Director or the Compliance Officer. Third-party suppliers, affiliates, and agents must adhere to this policy and the Agency’s zero-tolerance approach to bribery.

Business transactions must be conducted transparently. Approved payments to third parties, such as fees, commissions, or invoices for services rendered, fall under normal business practices. Appropriate due diligence must be conducted on all third parties entering into contractual agreements, with enhanced checks for those operating in higher-risk jurisdictions. All due diligence should be thoroughly documented.

Ongoing monitoring of third-party relationships should follow a risk-based approach, ensuring business continuity and identifying any changes in risk profiles. Reviews should align with the relationship’s risk level.

Gifts, Hospitality, and Expenses

  • Gifts:
    Include money, goods, services, or loans given without an expectation of return. They often serve marketing purposes, such as branded promotional items.
  • Hospitality:
    Includes meals, entertainment, or event tickets, where a Nuntius Agency representative must be present. If no host representative is present, it is classified as a gift.
  • Expenses:
    Refers to the reimbursement or provision of travel and related costs for clients, customers, or employees.

Nuntius Agency prohibits the giving or receiving of gifts, hospitality, or expenses that could influence or appear to influence business transactions. This applies to both receiving and giving gifts, hospitality, or covering expenses.

The Financial Controller maintains a register of all gifts, hospitality, and expenses related to business transactions, regardless of amount, and ensures systems and controls are in place to monitor payments to third parties.

Client Entertainment and Benefits

All client entertainment and benefits, such as the payment of services (e.g., Bloomberg or internet services), must receive prior approval from the Finance Director or Compliance Officer. These are generally acceptable if they are reasonable and proportionate.

The Financial Controller will maintain a register of client entertainment and benefits, regardless of the sums involved.

Internal Monitoring

The Compliance and Finance Departments will regularly monitor the Agency’s operations to detect and deter any breaches of anti-bribery laws. The Finance Department will review financial controls to ensure funds are properly accounted for. Management Information will support senior management in assessing bribery and corruption risks effectively.

Training

The Compliance Department is responsible for ongoing training on bribery and corruption. All employees will receive this policy, a Key Facts document, and a presentation on the topic. Records of staff training will be maintained by Compliance.

Reporting Suspicions

If an employee or third-party associate suspects or becomes aware of bribery, they must immediately report it to the Compliance Officer or MLRO. All reports will be kept confidential, and individuals will be protected under the Firm’s Whistleblowing policy.

For any questions about this policy, please contact Nuntius Agency’s Compliance Department.