ANTI BRIBERY & CORRUPTION POLICY.

1 Statement of policy

1.1 Kensington International Marketing Company Limited (the Company) is committed to conducting all of its business activities fairly, honestly and with integrity, and in compliance with all applicable laws, rules and regulations. Its board, management and employees are dedicated to high ethical standards and recognise and support the Company’s commitment to compliance with these standards.

1.2 In particular, the Company is committed to preventing any form of corruption and bribery and to upholding all laws relevant to these issues, including the UK Bribery Act 2010. In order to support this commitment, the Company has adopted this policy to ensure that it has effective procedures in place to prevent corruption and bribery.

1.3 The purpose of this policy is to:
• set out the responsibilities of the Company and its management and employees in upholding the Company’s commitment to preventing any form of corruption and bribery; and
• provide information and guidance to management and employees on how to recognise and deal with any potential corruption and bribery issues.

1.4 This policy applies to all Company directors, officers, employees and agents, including all directors, officers, employees and agents of subsidiaries, operating divisions, and units of the Company, and any other person associated with the Company (referred to in this policy as Company Personnel). A person is associated with the Company if that person performs services for or on behalf of the Company. This person can be an individual or an incorporated or unincorporated body.

1.5 In this policy, “third party” means any individual or organisation that Company Personnel may come into contact with during the course of their work, and includes actual and potential clients, customers, suppliers, distributors, business contacts, advisers, government and public bodies (including their advisers, representatives and officials), politicians and political parties.

1.6 The Company’s board of directors adopted this policy on 3rd January 2012.

2 What is bribery?

2.1 A bribe is a financial or other advantage offered, promised or given with the intention of inducing a person to act improperly, or to reward them for doing so. Bribery covers both giving and receiving a bribe.

2.2 Gifts, hospitality, charitable or political donations will be bribes where they are given or received with the intention of inducing a person to act improperly.

3 Gifts

3.1 Company Personnel may not offer to (or receive from) third parties cash or cash equivalents (such as gift certificates or vouchers), except as compensation for bona fide services provided pursuant to a written agreement.

3.2 Company Personnel may occasionally provide to (or receive from) third parties modest gifts, provided that the gift:

3.2.1 is not intended to influence a particular business decision by the recipient, or otherwise to gain a commercial advantage;

3.2.2 is appropriately recorded in the Company’s register of gifts and hospitality;

3.2.3 has a fair market value of less than £100; and

3.2.4 would not result in the recipient receiving more than 3 gifts from the same person in any one calendar year.

3.3 Any gifts above this fair market value or which would exceed the 3 gift limit must be approved in advance by a Board director of the Company.

3.4 Gifts should not be offered to, or accepted from, domestic or foreign government officials or representatives, or domestic or foreign politicians or political parties, without the prior approval of a line manager.

4 Corporate hospitality

4.1 Corporate hospitality may be offered to (or received from) third parties, provided that the hospitality:

4.1.1 is reasonable and proportionate;

4.1.2 has a legitimate purpose, such as maintaining the Company’s profile or establishing cordial business relations;

4.1.3 is not intended to influence a particular business decision by the recipient, or otherwise to gain a commercial advantage;

4.1.4 is appropriately recorded in the Company’s register of gifts and hospitality; and

4.1.5 has a fair market value of less than £1,000.

4.2 Any hospitality above this fair market value must be approved in advance by a Board director of the Company.

4.3 Hospitality should not be offered to, or accepted from, domestic or foreign government officials or representatives, or domestic or foreign politicians or political parties, without the prior approval of a line manager.

5 Facilitation payments

5.1 It is the Company’s policy not to make facilitation payments of any kind.

5.2 Facilitation payments are unofficial payments made to government officials to facilitate certain actions which they are already required to perform. Although these payments have been common in the past in some countries outside the UK, they are considered to be bribes.

6 Industry partners

6.1 The Company will exercise due diligence for new and existing suppliers and customers. The may include but not be limited to :
• requesting a copy of their terms and conditions
• requesting a copy of their Anti Bribery and Corruption policy
• undertaking an internet search for information regarding the customer/supplier
• requesting a trade reference
• requesting a bank reference

7 Charitable donations

7.1 The Company may make donations for a charitable purpose, which may include supporting public health, public education or social needs, provided that the donation:

7.1.1 is made to reputable charitable organisations engaged in genuine charitable activities;

7.1.2 is not intended to influence a particular business decision by the recipient, or otherwise to gain a commercial advantage;

7.1.3 is appropriately recorded in the Company’s register of gifts and hospitality; and

7.1.4 is approved by a Board director of the Company.

8 Political donations

8.1 The Company does not make contributions to political parties.

9 Record-keeping

9.1 It is important that the Company keeps financial records and has appropriate internal controls in place which evidence the business reason for making payments to, or receiving payments from, third parties.

9.2 Company Personnel must record all hospitality, gifts or donations accepted or offered in the Company’s register of gifts and hospitality.

9.3 All expenses claims relating to hospitality, gifts, donations or other expenses incurred in relation to third parties must be submitted in accordance with the Company’s expenses policy and specifically record the reason for the expenditure.

9.4 All records of dealings with third parties should be prepared and maintained with strict accuracy and completeness. No accounts are to be kept “off-book” to facilitate or conceal payments.

10 Staff communication

All staff are aware of and have acknowledged acceptance of the policy. The Company advised staff of the policy at its inception. New staff must read the policy and acknowledge acceptance as part of their contract. It is also included in the Company Employee Handbook

11 Who is responsible for implementing this policy?

11.1 The board of directors (Board) has overall responsibility for ensuring this policy complies with the Company’s legal and ethical obligations and that all Company Personnel comply with it.

11.2 However, it is the responsibility of all Company Personnel to ensure that they have read, understand and comply with this policy.

11.3 Company Personnel who breach this policy will face disciplinary action, which could result in dismissal for gross misconduct and/or to prosecution by the relevant authorities.

12 How to raise concerns

12.1 Company Personnel are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage.

12.2 Company Personnel can raise concerns with any Board director of the Company and/or the head of the Company’s Accounts Department.

12.3 Concerns may be raised anonymously and it is the Company’s policy that any individual who reports a compliance concern in good faith will not be subject to retaliation or harassment of any kind as a result of doing so.

13 Monitoring and review

13.1 The Board will monitor the content, effectiveness and implementation of this policy on an annual basis or sooner if necessary. Any updates or improvements identified will be made as soon as possible.

13.2 Company Personnel are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the compliance officer.