Anti-Corruption and Bribery Policy:

Table of Contents:

  1. Policy Statement: Why we must comply
  2. Who must comply
  3. Definition: What is bribery
  4. What is not acceptable
  5. Gifts and Hospitality
  6. Facilitation payments and kickbacks
  7. Responsibilities of team members
  8. Record keeping
  9. Raising a concern or complaint
  10. What to do if you are a victim of bribery or corruption
  11. Protection
  12. Training and communication
  13. Who is responsible for the policy
  14. Monitoring and review
  15. Potential Risk Scenarios – “Red Flags” and Examples

1. Policy Statement – Why we must comply:

It is our policy to conduct all of our business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships, wherever we operate, and implementing and enforcing effective systems to counter bribery or potential bribery, including payments through third parties. If any associate suspects or becomes aware of any potential bribery involving ManagedLab Services, it is the duty of that associate to report their suspicion or awareness to us.

Bribery is a serious criminal offence. Offences can result in the imposition of severe fines and/or imprisonment, and severe reputational damage.

We take our legal responsibilities very seriously. We will uphold all laws relevant to countering bribery and corruption.

The purpose of this policy is to:

  1. Set out our responsibilities to comply with laws against bribery and corruption; and
  2. Provide guidance on how to recognize and deal with bribery and corruption

2.    Who must comply:

This policy applies to all individuals working for ManagedLab Services anywhere and at all levels.

This includes senior managers, officers, employees (whether regular, fixed-term or temporary), consultants, contractors, trainees, volunteers, interns, agents, sponsors, or any other person associated with us, wherever located.

3.    Definition – What is bribery:

Bribery is:

The offer, promise or receipt of any gift, hospitality, loan, fee,  reward or other advantage to induce or reward behavior which is dishonest, illegal or a breach of trust, duty, good faith or impartially in the performance of a person’s functions or activities(including but not limited to, a person’s public functions, activities in their employment or otherwise in connection with a business; or

The offer or promise of any gift, hospitality, loan, fee, reward or other advantage to a public official with the intention of influencing the public official in the performance of their public function, to obtain a business advantage.

Bribery includes not only direct payments, but also authorizing or permitting an associate or 3rd party to commit any of the acts or take part in the actions identified above.

4.    What is not acceptable:

It is not acceptable to:

  1. Give, or promise to give, or offer, a payment, gift or hospitality to secure or award an improper business
  2. Give, or promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to facilitate, expedite, or reward any action or procedure;
  3. Accept payment from a 3rd party or suspecting it is offered with the expectation that it will obtain a business advantage for them;
  4. Induce another individual or associate to indulge in any of the acts prohibited in this policy;
  5. Threaten or retaliate against another associate who has refused to commit a bribery offence or who has raised concerns under this policy;
  6. Accept any gift where such gift is or could reasonably be perceived to be a contravention of this policy and/or applicable law; or
  7. Engage in any activity that might lead to a breach of this

5.    Gifts and Hospitality:

*This policy does not prohibit normal business hospitality, so long as it is reasonable, appropriate, modest, and bona fide corporate hospitality, and if its purpose is to improve our company image, present our services, or establish cordial relations.

Gifts and Hospitality:

Must be duly approved – normal business hospitality must always be approved at the appropriate level of management.

Must not be intended to improperly influence – team members should always assess the purpose behind any hospitality or entertainment.

Hospitality or entertainment with the intention of improperly influencing anyone’s decision-making or objectivity, or making the recipient feel unduly obligated in any way, should never be offered or received. Team members should always consider how the recipient is likely to view the hospitality. Similarly team members must also decline any invitation or offer of hospitality or entertainment when made with the actual or apparent intent to influence their decisions.

Must not have the appearance of improper influence – Gifts can in some cases influence, or appear to influence, decision-making, for example by persuading the recipient to favor the person who made the gift over his own employer. Team members should think carefully before making, or receiving, gifts.

Gifts can occasionally be offered to celebrate special occasions(for e.g., religious holidays or festivals or the birth of a child) provided such gifts do not exceed USD $50 in value, and are occasional, appropriate, totally unconditional. No gift should be given or accepted if it could reasonably be seen improperly to influence the decision-making of the recipient.

Certain gifts are always prohibited – Some types of gifts are never acceptable including gifts that are illegal or unethical, or involve cash or cash equivalent(e.g. loans, stock options, etc.) Furthermore, by way of non-exhaustive example, an invitation to his/her family to join him on a foreign business trip, or the extension of a trip at the customer’s expense to include a holiday, are at all times unacceptable, and team members should not participate in such practices.

Modest promotional gifts are permitted – It is acceptable to offer modest promotional materials to contacts e.g. branded pens. Use of one’s position with ManagedLab Services to solicit a gift of any kind is unacceptable. However, ManagedLab allows team members occasionally to receive unsolicited gifts of a very low intrinsic value from business contacts provided the gift is given unconditionally and not in a manner that could influence any decision-making process.

Personal payment does not cure – Team members may never pay on their personal account for gifts or hospitality in order to avoid this policy.

Gifts and Hospitality can put ManagedLab Services at risk if used to facilitate unethical business practices. We will develop procedures for giving and receiving gifts and hospitality which will seek to ensure that team members act ethically and otherwise comply with the Anti-Corruption and Bribery Policy and Code of Conduct when receiving gifts and/or hospitality. These procedures must be followed by team members.

6.    Facilitation payments and kickbacks:

ManagedLab Services prohibits making or accepting, facilitation payments or “kickbacks” of any kind. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine action by an official. Kickbacks are typically payments made in return for a business favor or advantage. All team members must avoid any activity that might lead to a facilitation payment or kickback being made or accepted.

If you are asked to make a payment on behalf of ManagedLab Services, you must consider the purpose of the payment and whether the amount requested is proportionate to the goods or service provided. Any request for a facilitation payment should be refused unless you feel you are at risk of injury, of detention, or for your life, if you refuse. If one of these exceptions applies, a receipt should be obtained and the matter reported, as soon as possible, to ethics@managedlab.com

7.    Responsibilities of team members:

Team members must ensure that they have read and understood this policy and, must at all times comply with the terms and conditions of this policy.

Prevention, detection, and reporting of corruption are the responsibility of all those working for us or under our control. All team members are required to avoid any activity that might lead to, or suggest, a breach of this policy.

Team members must notify their reporting manager or consult human resources as soon as possible if they believe or suspect, or have a reason to believe or suspect, that a breach of this policy has occurred, or may occur in the future – for example, if a client or potential client offers a team member something to gain a business advantage with ManagedLab Services or indicates to a team member that a gift or payment is required to secure their business.

Some examples of “red flags” that may indicate corruption are set out in the last section of this policy below. Please note that a failure to report an actual or suspected breach of this policy is itself a breach of this policy.

Any team member who breaches any of the terms of this policy will face dismissal for gross misconduct. ManagedLab Services reserves the right to terminate a contractual relationship with other associates and other associated persons, as the case may be if they breach any of the terms and conditions of this policy.

8.    Record keeping:

ManagedLab Services keeps financial records and has appropriate internal controls in place which will depict the business reason for making payments to, and receiving payments from, clients or 3rd party vendors.

Team members must declare and keep a written record of all hospitality or gifts accepted or offered, which will be subject to managerial review and/or a review from human resources.

Team members must ensure that all expense claims relating to hospitality, gifts or expenses incurred to 3rd parties are submitted in accordance with ManagedLab Services’ applicable policy and specifically record the reason for such expense. Team members shall further ensure that all expense claims shall comply with the terms and conditions of this policy.

All accounts, invoices, and other documents and records relating to dealings with 3rd parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness.

No records shall ever be kept “off-book” to facilitate or conceal improper payments.

9.    Raising a concern or complaint:

Team members are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage. If you are unsure whether a particular act constitutes bribery or corruption, you should raise the matter with your reporting manager or consult Human Resources. Concerns should be reported by following the procedure set out in the Code of Conduct Policy.

10.    What to do if you are a victim of bribery or corruption:

If you are offered a bribe by a 3rd party, or if you are asked  to make a bribe, or if you suspect that you may be asked to commit such a violation, or if you believe that you or anyone else is victim of any form of unlawful activity, you must comply with this policy.

11.    Protection:

Team members who refuse to accept or offer a bribe, or those who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. ManagedLab Services encourages openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.

ManagedLab Services is committed to ensuring that no one suffers any detrimental treatment as a result of refusing to take part in corruption, or because of reporting concerns under this policy in good faith. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavorable treatment connected with raising a concern.

If you believe that you have suffered any detrimental treatment as a result of refusing to take part in corruption, or because of reporting concerns under this policy in good faith, you should inform your reporting manager or Human Resources immediately. If the matter is not remedied, and if you are a team member, you should raise the matter by following the contact procedure in the Code of Conduct policy.

12.    Training and communication:

Dissemination of this policy for new team members shall be carried out during orientation. This policy will also be shared with all existing team members.

ManagedLab Services’ zero-tolerance approach to bribery and corruption should be communicated to all agents, suppliers, contractors, and business partners at the outset of ManagedLab Services business relationship with them and as appropriate thereafter.

Wherever possible, all 3rd parties should be sent a copy of this policy at the outset of the business relationship.

13.    Who is responsible for the policy:

The executive leadership has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under control comply with it.

The head of Human Resources has primary day-to-day responsibility for implementing this policy. Management at all levels are responsible for ensuring that those reporting to them are made aware of and understand this policy, and if necessary and appropriate, are given adequate and regular training on it.

14.    Monitoring and review:

Human resources will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy, and effectiveness. Any improvement identified will be made and incorporate as soon as possible. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption.

All team members are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing.

Team members are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and questions should be addressed to ethics@managedlab.com. This policy does not form part of the team member’s at-will employment and it may be amended at any time by ManagedLab Services.

15.    Potential Risk Scenarios – “Red Flags” & Examples:

 This section contains a list of possible red flags that may arise during the course of business. The list is not intended to be exhaustive and is for illustrative purposes only.

If you encounter any red flags you must report them promptly by following the procedure set out in the Code of Conduct Policy:

  • Being aware that a 3rd party engages in, or has been accused of engaging in, improper business practices;
  • Learning that a 3rd 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 government
  • A 3rd party insists on receiving commission or fee payment before committing to sign up to a contract with us;
  • A 3rd 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 3rd party requests that a payment is made to a country or geographical location different from where the 3rd party resides or conducts business;
  • A 3rd party requests an unexpected additional fee or commission to “facilitate” a service;
  • A 3rd party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;
  • A 3rd party requests that a payment is made to “overlook” potential legal
  • A 3rd party requests that you provide employment or some other advantage to a friend or relative;
  • You receive an invoice from a 3rd party that appears to be non- standard or customized;
  • A 3rd party refuses to put terms agreed in writing;
  • You are offered an unusually generous gift or lavish hospitality by a 3rd

Examples:

Offering a bribe – You offer a potential client tickets to a major sporting event, but only if they agree to do business with us.

This would be an offence (by you) as you are making the offer to gain an improper commercial and contractual advantage. ManagedLab Services may also be found to have committed an offence because the offer has been made improperly to obtain business for us. It may also be an offence for the potential customer to accept your offer.

Receiving a bribe – A supplier gives your nephew a job, but makes it clear that in return they expect you to use your influence at ManagedLab Services to ensure we continue to do business with them.

It is an offence for a supplier to make such and offer. If would be an offence for you to accept the offer as you would be doing so to gain an improper personal advantage.