Countering Bribery and Corruption

Introduction

Although this is not a new problem, bribery and corruption has been given increasing high visibility recently. The Bribery Act 2010 has reinforced the need for UK companies to conduct their businesses ethically and with integrity and transparency.

St. Modwen's policies and procedures in this regard exist to protect the Company, its employees, customers, agents and advisers from allegations of bribery and corruption and their business, legal and regulatory consequences that can result.

These are only effective when you understand why they are in place, work within them and take personal responsibility for the outcomes. Therefore you are urged to read them thoroughly and understand what you need to do. If you have any questions, then please raise them initially with your line manager or refer them to the Company Secretary.

Anti-Bribery and Corruption Policy

Our Principle

St. Modwen Properties PLC (the 'Company') expects its employees and all persons who act on its behalf to demonstrate honesty, integrity and fairness in all aspects of their business dealings and exercise appropriate standards of professionalism and ethical conduct in all of their dealings with the Company and our stakeholders. We also expect that our stakeholders will adopt these same standards in working with the Company.

The Company will therefore not tolerate any acts of bribery, or corruption in any form and has a 'zero tolerance' approach to any of these activities. In line with the requirements of the Bribery Act 2010, the Company, our employees or persons acting on our behalf will never seek, accept, offer a bribe, gift, or other improper payment as a reward for improper performance of a relevant function or activity, or participate in any kind of corrupt activity, either directly or through any third party.

Bribery is offering, promising, giving, accepting or soliciting of a financial or other advantage as an inducement to conduct that is illegal, unethical, a breach of trust or position, or which gives an improper business advantage. Inducements can take the form of cash, gifts, hospitality, loans, fees, rewards, services or donations. Whether they are provided to or received from public officials or private individuals, bribes are against the law and against our policy.

Corruption involves any of these activities: bribery, extortion, fraud, deception, collusion, cartels, abuse of power, embezzlement and money laundering.

We will always:

• Seek to avoid even the appearance of wrongdoing. Even an allegation of bribery or corruption can seriously damage the company's reputation
  
• Record all payments and benefits provided to public officials.
  
• Record all gifts and hospitality offered or received by our staff.
  
• Report any attempts to bribe us, or to solicit bribes from us, and any suspicions we have about bribery and corruption.

We will never:

• Participate in any form of corrupt behaviour.
  
• Engage public officials to provide services without approval from the Regional Directors or Group Head Office.
  
• Conceal or fail to record accurately and completely the true nature of our activities, or falsify or tamper with the company's books and records.
• Pay more than fair market value for goods and services.
  

Raising a concern

Queries on the meaning of the Policies and procedures or concerns about actual or potential breaches must be promptly raised. It may seem easier to keep silent or look the other way, but our commitment to working with integrity means we must never ignore an issue that needs to be addressed. Many inappropriate actions are caused not through deliberate dishonesty or negligence, but by someone simply not having the proper information, not understanding the information they have or through a desire to 'just get things done'.

Remember, the longer we wait to resolve a concern, the worse it may become.

If you are in doubt about what to do or whether to speak up, it may help to ask yourself some simple questions:

• The law test: Is it legal and in line with our policies and standards?
  
• The safety test: Could it directly or indirectly endanger someone or cause them injury?
  
• The conscience test: Does it fit with my personal values?
  
• The newspaper test: If the story appeared in the paper, would I feel comfortable with the decision?
  
• The 'feel' test: What's my intuition or 'gut feel'? If it 'feels' bad, then it probably is bad!

Failing any of the above 'tests' indicates that you need to talk with someone about the concern you have. If you have any doubts about the proper course of action, always seek advice.

The procedure for raising a concern is set out in the whistleblowing policy.

Gifts and Hospitality

Our principle

We make sure gifts or hospitality at work are reasonable, and we never offer or accept them if it may improperly influence a business decision or impair independence or judgement.

Gifts and hospitality: Invitations to social functions, sporting events, meals and entertainment, gifts of low value, small or customary tokens of appreciation… To foster goodwill or enhance business relationships, employees may occasionally receive or offer any of these things in connection with our business.

Any gifts or hospitality we receive or give in connection with our business should always be customary and reasonable in terms of value and frequency. Use your judgement and good sense. In principle, there is nothing wrong with genuine relationship-building gifts or hospitality.

But ask yourself, "Is this excessive? Is it a gift – or a bribe? Is it hospitality – or persuasion?" If you are struggling to justify it to yourself, it is probably not right.

In any case, you should obtain your line manager's written approval before offering or accepting any gifts or hospitality, as just the appearance of impropriety can be damaging. Form to either offer or receive gifts and / or hospitality must be completed and signed off by your line manager before offering or receiving to and from the third party.

We always:

• Ensure all gifts and hospitality given and received are recorded on a register
  
• Get documented approval from your line manager or Regional Director before offering any kind of gift or hospitality to public officials. Generally such things are best avoided.
  
• Check before offering customers any kind of gift or invitation – many have rules requiring them to report and/or refuse such things.

We never:

• Offer or accept gifts or hospitality, if we think they might impair objective judgement, improperly influence a decision or create a sense of obligation, or if there's a risk they could be misconstrued or misinterpreted by others.
  
• Solicit gifts or hospitality.
  
• Offer or accept gifts of cash or cash equivalent (eg vouchers).
  
• Accept or offer gifts, favours or hospitality from any organisation involved in a bid or tender with the Company. (This does not include working meals provided by advisors or consultants acting for the Company).