Anti-bribery policy

1. Anti-Bribery Policy and Procedure

1.1 Introduction
This policy applies to all employees, partners and officers engaged by or on behalf of any company, limited liability partnership, joint venture and partnership, where effective or actual control remains with BTG Consulting plc (“the Company”). Other individuals performing functions on behalf of the Company, such as agency employees, consultants and contractors, are also bound by this policy.

1.2 Statement of commitment
The Company and its executive board (“the Board”) are committed to conducting business in a fair and honest manner in compliance with any internal policies and procedures and in accordance with external legislation, rules and regulations. It is the aim of the Board to ensure that the Company’s stated commitment to how it conducts its business pervades all areas of its business, regardless of scope or territorial boundaries and jurisdictions. The Company acknowledges the importance and value of its individual employees, partners, consultants and subcontractors to ensuring that this commitment is enforced and implemented in all activities that the Company is involved in.

Accordingly, everyone working for or on behalf of the Company should be aware of the need to prevent and eliminate bribery within the Company.

1.3 Policy and procedure
As a cornerstone of this commitment the Company has devised a policy to ensure that any instances of Bribery which may or actually arise during the course of the Company’s business are prevented by appropriately identifying, reporting and considering such instances. This policy is designed to ensure that individuals within the Company are adequately trained to identify such instances and that procedures exist within the Company to identify any risks associated with bribery, requiring such risks to be reported and necessary approvals to be obtained where appropriate.

This policy should be read and reviewed in conjunction with the Company’s employee disciplinary and whistle blowing procedures which provide a framework for reporting any instances of genuine perceived misconduct and or conduct which could be interpreted to include an attempt at bribery within the terms of the Company’s Anti-Bribery policy. Details of the Whistle Blowing reporting procedure and the Company’s employee disciplinary procedure can be found on the Company’s Intranet. This policy is implemented by virtue of a resolution from the Board and shall not be varied or waived except by virtue of an express resolution from the Board.

1.4 Relevant legal framework – The Bribery Act 2010
Under the Bribery Act 2010 it is an offence for any individual to:

• Give, promise or offer a financial or other advantage (a bribe) to another, the intention of which is to induce improper performance – Active Bribery
• Request, agree to receive or accept a financial or other advantage (a bribe) from another, which that person knows or believes would constitute improper performance – Passive Bribery
• Give, promise or offer a financial or other advantage (a bribe) to a foreign public official, the intention of which is to induce improper performance of that official’s functions – Bribery of foreign public officials

In addition to these offences, under section 7 of the Bribery Act 2010, it is also an offence for an organisation to fail to prevent bribery. As such, if an individual within the Company commits any of the offences above it is likely that the Company will also commit this additional corporate offence, except where the Company is able to prove that it had adequate processes and procedures in place to prevent bribery. Commission of any of the above offences carries with them the possibility of a maximum custodial sentence of 10 years imprisonment and an unlimited fine for those individuals who commit or are complicit in the commission of the offence. The diverse nature of the Company’s activities and its global presence ensures that the risk of an individual committing one of the offences described above is present in all aspects of the Company’s business.

Bearing this in mind this policy comprises of various sub-policies containing detailed procedures concerning the following key risk areas:

• The training of individuals in relation to the identification and prevention of Bribery
• Giving/offering or receiving of gifts and hospitality/entertainment
• Engagement of third party suppliers (including consultants and sub-contractors) and intermediaries/agents
• Performance of certain duties whilst holding an insolvency office over a traded business
• Arrangement of employment, secondment(s) and work experience
• Conducting business in high risk territories

1.5 Principles
The Company’s anti-bribery policy is designed around the need to uphold and embody the following principles:
1. Adopt proportionate procedures to ensure that the Company and its individuals comply with its potential exposure and liability under the Bribery Act 2010 and associated legislation. Such procedures should be specific to the Company’s sphere of operation.
2. Commitment to conducting business in a fair and honest manner in accordance with internal controls and external regulation.
3. Accurate identification and assessment of potential risk areas for corruption and bribery within the Company.
4. Carrying out appropriate and proportionate due diligence in all areas of activity prior to entering into a commitment.
5. Appropriate training and communication of the bribery and corruption risks associated with carrying on the Company’s business to all employees, partners, consultants and relevant third party suppliers acting on behalf of the Company.
6. Continuous monitoring, reviewing and testing of the Company’s anti-bribery policy to ensure continuous oversight of the policy and procedures.

1.6 Breach of Policy
Non-compliance with the anti-bribery policy and any of the sub-policies which are compromised within it will be deemed a disciplinary matter (in the case of all employees) and a potential breach of duty (in the case of partners, consultants and sub-contractors). Breaches of the policy will be handled in accordance with the
Company’s disciplinary policies and procedures. In the case of partners, consultants and sub-contractors breaches of the policy will be considered to be a breach of the terms of the relevant contractual arrangement with the Company. In the event that it is proven that actual bribery has taken place then criminal charges may be brought.
The reporting of non-compliance or breaches of this policy should be made through the Group’s Whistle Blowing Procedure and or the Company’s money laundering reporting procedure.

1.7 Review and monitoring
The anti-bribery policy will be reviewed at least annually from the date of implementation and minor changes may be made prior to or as a result of such review. Any changes will be communicated prior to being implemented. In addition to a periodic review the Company reserves the right to carry out unannounced spot checks on all relevant individuals to ensure compliance with this policy.

1.8 Contact details
Any queries comments or concerns surrounding any aspect of this anti-bribery policy should be directed to John Humphrey, Legal Counsel and Group Company Secretary who shall have the responsibility of bringing any relevant comments to the attention of the Board. 

John Humphrey, Legal Counsel and Group Company Secretary
E. john.humphrey@begbies-traynor.com
T: +44 (0)161 837 1788
M: +44 (0)7900 676 843

2. Anti-Bribery Training

2.1 Introduction
The Company has stated its commitment to ensuring that, so far as it is able, any instances of bribery and corruption which may arise during the course of the Company’s business are prevented by appropriately identifying, reporting and considering such instances. In view of this it is acknowledged that all personnel and third party agents/suppliers who act on behalf of the Company must have appropriate training and communication of the bribery and corruption risks associated with the Company’s business.

2.2 Who is required to carry out the anti-bribery training?
The Bribery Act 2010 provides that the Company may be liable for the acts of a person who performs services for and on behalf of the Company. It is therefore imperative that ALL PERSONS who are included in the following groups complete the anti bribery training established by the Company and set out in this policy:

• Employees of the Company
• Partner members of the Company’s LLPs
• Consultants to any of the Company’s businesses
• Third party agents who arrange or perform services in the name of the Company or on its express authority (e.g. sales agents and contractual introducers)
• Sub-contractors who perform services for the Company on a specific engagement
• Partners under a Teaming Agreement (whether formal or informal)
• Employees of BTG Mesirow Financial Consulting LLC

2.3 Failure to carry out appropriate training
All persons failing within the above categories are required to complete the Company’s anti bribery training package. Non-compliance with this requirement will be deemed a disciplinary matter (in the case of all employees) and a potential breach of duty (in the case of partners, consultants and subcontractors). Breaches of the policy will be handled in accordance with the Company’s disciplinary policies and procedures. In the case of partners, consultants and sub-contractors breaches of the
policy will be considered to be a breach of the terms of the relevant contractual arrangement with the Company.

2.4 Anti-Bribery Training
The Company has designed an anti-bribery training package to provide you with an overview of both the relevant anti bribery legislation and the Company’s anti bribery policies and procedures. The training package includes example scenarios appropriate to the Company’s business. The package takes the form of an online presentation including certain questions that must be answered. In order to complete the training please follow the procedure described below:

• Go to the BTG Training Portal on the Company’s Intranet page http://intranet/BTG/tools-reports
• Log into the portal with your usual username and password details and select “Courses” on top menu bar
• Select the “Bribery Act 2010” course
• Complete the online training presentation by following the instructions and reading the slides. You may listen to the presentation (if your PC is suitably enabled, in which case please use headphones) or simply read it on screen.
• Answer the appropriate questions as they appear.
• Once the presentation has finished return to the Courses menu to complete the quick fire test.
• Read the Company’s anti bribery policy and procedures

2.5 Monitoring
Once you have completed the training package this will be automatically logged and details supplied for retention on your personnel file. Should you fail to complete the training package within the required timescale an email prompt will be sent to you reminding you to do this. Repeat or persistent delays in completing the training package will be notified to the Company’s board of directors for action/enforcement.

3. Giving and Accepting Gifts and Hospitality

3.1 Introduction
It is important to the business that any form of bribery (actual or intended) and attempt by an individual, client or supplier to illicit a certain advantage by making or receiving a gift or offer of hospitality to a third party or any employee, partner or officer of the Company is reported and properly dealt with. The Company supports and encourages a culture within the Company fairness and honesty when it comes to conducting its business and accordingly all individuals to which this policy applies must follow the guidance and procedures outlined in this policy when giving or accepting any
gifts and or hospitality/entertainment to or from business contacts in the course of conducting the Company’s business.

Any specific offer of hospitality, entertainment or gift given or received in your capacity as a representative of the Company, the aim and intention of which is that you will receive some benefit in return in not acceptable conduct. Engaging in such conduct will be in breach of the Company’s anti bribery policy and procedure.

3.2 Background – Why does the gift and hospitality policy exist?

By their nature gifts and hospitality can be a mechanism through which an individual or organisation is encouraged and or persuaded to take a particular decision which would constitute improper performance. As such there is a risk that the giving and receiving of certain gifts and or hospitality/entertainment with the expectation of inducing improper conduct could fall within one of the offences set out in the Bribery Act 2010. To ensure that the Company has full visibility and control of this risk the Company has implemented a specific gifts and hospitality/entertainment policy. This
policy is designed to ensure that all gifts and hospitality/entertainment given or received by the Company and its relevant individuals are genuine, proportionate and, where appropriate, are pre-approved.

3.3 Partners/Consultants/Sub-Contractors and other suppliers
This procedure extends to the Company’s various partners, consultants and sub-contractors who on its behalf and who must accept and agree to be bound by this policy.

3.4 Principles
All gifts and hospitality should be proportionate in nature and designed to be genuinely promotional with an aim to improve the Company’s image.

• It is fully accepted and intended that bona fide hospitality and gifts are an important part of doing business.
• Where appropriate the giving of gifts and hospitality (including the nature, cost and purpose of such gift/hospitality) should receive prior approval.
• Any offer of hospitality, entertainment or gift given or received on the understanding that you will receive a benefit is unacceptable for the purpose of the Company’s anti bribery policy.
• If non-compliance with this procedure is suspected or actual bribery is detected the Company's disciplinary procedures will be used, in addition to any appropriate external measures.
• An instruction to cover up wrongdoing or non-compliance with this policy is itself a disciplinary offence. If told not to raise or comply with this policy, even by a person in authority such as a line manager or partner, this should be reported.

3.5 Guidance and procedure
The guidance and process described below shall apply in all instances concerning the giving or offering of gifts and corporate hospitality/entertainment together with the receipt of such gratuities.

3.5.1 Cash
Under no circumstances must staff or relevant individuals give or accept personal gifts of cash of any amount. It is acceptable for individuals to give, offer or accept donations to charitable funds provided that such donations are genuine. Any need to offer or accept cash other than in charitable donation circumstances must receive prior approval from the relevant authority. Such approval will only be given if the full nature and extend of the need and purpose of the cash payment or receipt is disclosed.

3.5.2 Giving/offering or receiving hospitality and entertainment (including meals)
It is not the intention of this policy to prevent you giving or receiving genuine hospitality/entertainment which is proportionate in nature and is genuinely promotional in nature and designed to maintain and improve the commercial image of the Company. In order to identify those instances of hospitality/entertainment which may fall to be classed as disproportionate the following guidelines should be followed in all instances:

i) Prior approval to any form of hospitality (whether giving or receiving) should be obtained in all
cases. Appropriate approval levels are set out below.
ii) Approval should be sought by adopting the process described below.
iii) Casual hospitality not in any way connected with the performance of your duties for example attendance at an office opening, Christmas party or training event can be attended without approval provided that they do not involve an additional payment which is not associated with attendance at the event.

Approval authority

• Aggregate cost (including your own costs) is perceived to be less than £500 verbal prior approval from the office partner (or equivalent for head office employees). In the case of a partner, no approval is necessary. Be aware that you must still complete an authority form to record the fact that approval has been given (see 1 and 2 below).
• Where the aggregate costs is perceived to be between £500-£1,500 relevant regional managing partner (RMP), national partner or head office equivalent prior approval is required by following the appropriate procedure (see 1 and 2 below).
• Any hospitality where the aggregate cost exceeds or is reasonably assumed to exceed £1,500 the prior approval of Ric Traynor (Executive Chairman) or Nick Taylor (Group Finance Director) is required by following the appropriate procedure (see 1 and 2 below).

In circumstances where the actual cost of giving or offering hospitality exceeds the level for which approval has been obtained individuals risk only receiving approval up to the prior approval level. This could mean that reimbursement of any costs associated with the event (if claimed by way of the Company’s expense policy) is restricted.

1. Giving/offering hospitality - Seek authority through http://intranet/BTG/hospitalityevents/hospitalityprocess_view. (i) Create a “New Hospitality Event”; (ii) Complete all fields; (iii) Save the form; and (iv) Request Authority.

Once authority has been granted you will receive an event code which you should quote when submitting your expenses (in the “Matter” field). An event will automatically be created in the ProActis system and if payment for the event is via invoice you will need to quote the event code.

2. Permission to receive hospitality or gift (where the perceived value is over £500) - seek appropriate prior authorisation by email containing the following information: Details of the benefit proposed (inc. date of event/gift, details of organisation offering the benefit, perceived value and reason for wishing to accept the benefit).

3.5.3 Gifts
Any gift, offer of a gift or receipt thereof (e.g. bottle of wine/spirit, stationery, food hamper etc.) which is perceived to exceed £30 must be either declared to or receive prior approval from the appropriate person expressly stating what the gift is for and its value in accordance with the following procedure:

• Receipt of a gift – Relevant line manager
• Giving of or intention to provide gift – relevant approval level and system as used for hospitality above at paragraph (2)

It should be noted that coordinated campaigns regarding the distribution of branded promotional gifts are organised centrally by the Company’s marketing department to which prior approval willhave been sought.

3.6 Breach of policy
Non-compliance with the above requirements will be deemed a disciplinary matter (in the case of all employees) and a potential breach of duty (in the case of partners, consultants and sub-contractors). Breaches of the policy will be handled in accordance with the Company’s disciplinary policies and procedures. In the case of partners, consultants and sub-contractors breaches of the policy will be considered to be a breach of the terms of the relevant contractual arrangement with the Company. In the event that it is proven that actual bribery has taken place then criminal charges may be brought.

The reporting of non-compliance or breaches of this policy should be made through the Group’s Whistle Blowing Procedure and the Company’s money laundering reporting procedures.