Bribery Act Policy and Procedure

The Company complies with the Bribery Act by following the Bribery Act Policy and Procedure which is below.

The COLP is responsible for ensuring compliance with the Bribery Act and guidance should be sought in the first instance from him.

The Foreign Corrupt Practices Act 1977 (“FCPA”) is a US law which can apply to us as a Company or you as an individual. You should be aware that the anti-bribery provisions of the FCPA applies to all US persons, some foreign issuers of securities, and foreign firms and persons who cause, directly or through agents, an act in furtherance of a corrupt payment to take place within the territory of the United States. If you are to be involved in any way with US officials, the US jurisdiction or any US citizens or firms, you should read the US Department of Justice Guidance on the FCPA.

Client Due Diligence

Client Due Diligence Procedure should be followed in all circumstances.

Data Protection

The UK General Data Protection Regulation and the Data Protection Act 2018 require us, as holders of personal information, to protect personal data.

For more information on how data protection legislation affects the Company, you should read the Information Commissioner’s advice on data protection legislation and how it affects organisations such as our Company. Please also refer to the Data Protection Policy.

ICO Data Protection Registered:
ICO Registration Number:	Z1955125, renewed on 2 November each year

POCA

The Proceeds of Crime Act 2002 (POCA) was amended by The Terrorism Act 2000 and Proceeds of Crime Act 2002 (Amendment) Regulations 2007.

POCA established a number of money laundering offences, including:

• Money laundering;
• Offences of failing to report suspected money laundering; and
• Offences of tipping off about a money laundering disclosure, investigation, or prejudicing such an investigation.

The provisions apply to all persons, although failing to report offences and tipping off only apply to regulated activities. Key relevant activities are:

• Advice about tax affairs;
• Legal or notarial services involving participation in financial or real property transactions, such as:
  • The buying and selling of real property or business entities;
  • The managing of client money, securities or other assets;
  • The opening or management of bank, savings or securities accounts;
  • The organisation of contributions necessary for the creation, operation or management of companies; or
  • The creation, operation or management of trusts, companies or similar structures.

More information on the POCA offences can be found on the Law Society’s Practice Note.

TACT

The Terrorism Act 2000 (TACT) was amended by The Terrorism Acts 2000 and 2006 and Proceeds of Crime Act 2002 (Amendment) Regulations 2007.

The details of Terrorism Act offences can be found in Chapter 7 of the Law Society’s Practice Note on Anti-Money Laundering.

Routine Reviews

The COLP maintains a central register of all the policies and procedures in place within the Company. Any policy and procedure will be reviewed and changed if circumstances require. However, whether change has been required or not, an annual review of all policies and procedures will be conducted to ensure they are still fit for purpose and support the prevailing SRA Code of Conduct and any other general regulatory requirements that apply to our business.

As part of your responsibilities for compliance. you should notify the COLP if you think that any of our existing arrangements are inadequate or failing in any respect.

Reporting Instances of Non-Compliance

The Company is under an obligation to record all breaches of compliance, both material and non-material and to report material breaches to the SRA (and non-material breaches annually as we are an ABS). The Company takes this obligation seriously and, as such, has implemented policies and procedures to ensure compliance. The policy and procedure relating to this can be found later in this policy. Failure to comply with the Company’s compliance plan and its policies and procedures is a disciplinary offence and if appropriate will be dealt with under the Company’s disciplinary procedure.

Reporting Misconduct

Under the SRA Code of Conduct we are under an obligation to promptly report to the SRA any serious misconduct by any person or Company authorised by the SRA that comes to our attention. This includes reporting any employee, manager or owner of our own Company as well as other firms of solicitors or regulated third parties with whom we have dealings. It is the responsibility of the COLP to decide upon the appropriateness of any such report and to make the report subject to any considerations of the risk to client confidentiality.

Any employee who has any concerns about the behaviour, actions or circumstances of an SRA authorised business or person should not take steps themselves to report this to the SRA but report it to the COLP who will then decide upon the course of action to be taken in the circumstances.

Business Continuity Plan

One of the most obvious risks to any business is an external event which is completely out of the Company’s control and which has the effect of interrupting business in the short or medium-term or in a worst-case scenario, completely closing the business for a length of time. In more serious cases this might be for months or years. The Company has a plan in place which would allow the Company to limit the impact of such events and provide practical guidelines to everyone in the Company as to what action will be necessary and by whom.

Reviews

Periodic reviews of risk assessment data will be carried out by the COLP & COFA in line with their agreed schedule of reviews with the results being reported to the Business Support Group on a monthly basis and any necessary remedial action being taken in agreed timescales.

The data to be reviewed will include (this is not an exhaustive list but should be seen as the minimum):

• findings from file audits;
• records of breaches both non-material and material;
• client feedback;
• client complaints; and
• matters forwarded to our professional indemnity insurers.

The COLP will also carry out an annual review of all risk assessment data recorded by the Company, to identify any trends or unsatisfactory procedures and (where necessary) to formulate and implement appropriate corrective action. The results of the review will be documented and any remedial action necessary taken.

Internal Reporting of Compliance Failures (Breach Reporting)

Our Policy

The Company is committed to providing a reliable, effective and professional service to all clients. All policies and procedures adopted by this Company are therefore intended to avoid, reduce or mitigate against potential risk to the business or its ability to provide clients services to the standard that is set for itself by the business and to the standards expected by its regulatory body.

Our policies and procedures are intended to fulfil the range of regulatory obligations placed on the business by its regulator and the law.

Consequences of Non-Compliance

Failure to comply with regulatory requirements can have serious consequences such as:

• clients not receiving the level of service to which they are entitled (for example, where the Company fails to meet their expectations), which may result in client complaints and negligence claims;
• damage to our reputation;
• the Company and/or individuals opening themselves up to disciplinary action by the SRA or another regulator, which could result in fines and/or disqualification;
• the Company and/or individuals exposing themselves to criminal prosecution.

The SRA has specifically been given new powers, under The Economic Crime and Corporate Transparency Act 2023, to issue fines against solicitors and firms caught up in economic crime. Economic crime has the meaning given by section 193(1) of the Economic Crime and Corporate Transparency Act 2023 and includes an offence under any of the following sections of the Bribery Act 2010—

• section 1 (bribing another person);
• section 2 (being bribed);
• section 6 (bribery of foreign public officials);
• section 7 (failure of commercial organisations to prevent bribery).

Recording Non-Compliance - Managerial Responsibilities

Under the principles of risk management exercised by this business and the requirements of the SRA Code of Conduct 2019, the COLP and COFA are required to:

• establish proper policies and procedures in all areas of the Company’s activities;
• monitor what happens in the Company’s day to day activities to ensure that all the policies and procedures are followed;
• record all breaches of compliance, both material and non-material; and
• report material breaches to the SRA promptly and non-material breaches to the SRA annually.

The Company takes this obligation seriously and, as such, has implemented the following steps to ensure compliance:

• the COLP & COFA regularly review breach reporting records to identify where remedial action might be needed
• staff receive training on risk management and compliance. Training regarding issues of compliance are part of the induction process for new employees.

Reporting Non-Compliance - Employee Responsibilities

Non-compliance otherwise known as a “breach” can occur for a variety of reasons and in an unlimited number of ways. There is no official definition or exhaustive list of examples. In broad terms it can be seen as any instance where there is a failure to uphold an internal policy or procedure or an external regulatory or legislative obligation. Breaches can range in seriousness from a minor one-off administrative mistake to a series of similar breaches which therefore amount to a serious breach, or a one off but serious event such as gross misconduct or criminal activity.

The identification of breaches and the responsibility for risk management is not only a managerial one; everyone has a role to play. The SRA Code of Conduct 2019 applies to all staff regardless of whether they are a solicitor or non-qualified employee. As such all employees have a personal responsibility to:

1. comply with the variety of policies and procedures in place at any time in the business
2. conduct themselves in a manner which would not put themselves in conflict with the Principles of the SRA Handbook regardless as to whether there is a specific policy or procedure to cover the circumstances.
3. report to the COLP any instance of a potential non-compliance (breach) that might come to their attention whether that is in relation to their own role and work or in relation to an event or circumstance that comes to their attention in other areas of the Company’s activities.
4. make suggestions to the COLP and/or COFA where compliance arrangements could be improved.

Procedure for the Reporting of Actual or Potential Breaches

Your Obligations

It is the responsibility and regulatory requirement of all employees that you inform the COLP if you become aware of any failure to comply with a specific policy or procedure.

Reporting a Breach

On becoming aware of such a concern you should:

• not delay in reporting the instance to the COLP.
• not decide for yourself whether a breach has in fact occurred or not. Such a decision is the responsibility of the COLP. If in doubt the report should be made.

Disciplinary Implications of Breach Reporting

Given the regulatory obligation on all employees to report compliance breaches and the internal procedural requirement of the same obligation, failure to do so may be treated as a disciplinary issue if circumstances deem it appropriate. Such disciplinary action will be subject to our Disciplinary Procedure.

Concluding Comments

Your regulator, the SRA, expects all employees, regardless of role to engage with the Company’s compliance strategy and to support the COLP and COFA. You must report to them anything you think might need bringing to their attention so they can deal with them appropriately. This could be an obvious breach of a policy or procedure or it could be an issue for which there isn’t yet a policy but causes you some concern, or you see the potential for something to go wrong and the managers should be aware of it.

If in doubt report it - it’s not your role to decide what is important or not, the COLP and COFA will make that decision.

Reporting and recording breaches is not about finding fault or apportioning blame - it’s about an honest and open culture that allows the management of a Company to make sure it is fulfilling its regulatory obligations and for all employees to contribute in a positive way to the management of the Company.

Bribery Act Procedure

Mission Statement

1. The Company is committed to running a professional business free from discreditable behaviour of any kind. It is particularly committed to preventing bribery by persons associated with it.
2. In order to prevent the unwitting engagement in behaviour which might raise the suspicion of bribery and to prevent any associated person purporting to act on its behalf in a manner that brings suspicion on the Company and employees, the following measures have been adopted as appropriate and proportionate to the risks we face. They will be enforced by their dissemination, regular training and disciplinary measures. Any resources that are required to implement any compliance measures will be made available.

Management

1. The responsibility for compliance with the Bribery Act rests with the Business Support Group, who will exercise oversight, make assessments of risk, deal with decisions where potential for bribery exists, receive and investigate reports of bribery and supervise the measures put in place to prevent bribery.
2. The daily overall responsibility for the compliance with the Bribery Act and the implementation of the policy rests with the COLP. The COLP is to be consulted on any matter where the possibility of unlawful acts could arise. The COLP will seek assistance and authorisation from the Business Support Group where required.
3. It shall be a condition of the contract of employment of all employees that they shall at all times observe the requirements of this policy and procedure.
4. The Partners and employees shall report any attempt at bribery which comes to their attention, whether it consists of an approach by one of them, to one of them or an act done by an associated third party. In the first instance the report should be made to the COLP.
5. Under no circumstances should a person who reports a suspicion of bribery be subject to victimisation for making a bona fide report, whether or not the suspicion turns out to be justified.

Assessment of Risk

1. Employees are governed by a strict code of conduct and are chosen for their integrity as well as ability. As such the general assessment of the risk of committing an offence under the Bribery Act is very low.
2. The risk of falling foul of a section 6 Bribery Act offence, of bribing a foreign official or of extra-territorial offences should not arise.
3. However:
   1. In relation to occasions on which hospitality is offered or accepted by Partners or employees, issues may arise as to the line between a proper public relations exercise and intention to induce improper performance of a relevant function;
   2. In relation to awarding contracts for services the Partners have provisions for competitive tendering in place. However, as an additional requirement and as a requirement in awarding contracts which are not required to go out to tender, an issue of bribery might arise;
   3. In relation to the awarding of briefs to counsel, issues may arise as to the financial arrangements that are made for the sharing of the professional fee;
   4. In relation to charitable and political donations, care should be exercised to avoid the suggestion of soliciting favours.

Hospitality and gifts register

1. ‘Gifts and hospitality’ encompasses a range of activities from providing pens marked with company logos to charter flights to foreign countries or expansive (and expensive) meals and entertainment.
2. Our underlying rule when it comes to gifts and hospitality is that Doyle Clayton forbids any officer or employee from offering or receiving from any person or organisation who/which has had, has, or may have any influence over the organisation, any gift or hospitality which is unduly lavish or extravagant or otherwise inappropriate, or which could be seen as an inducement or reward for any preferential treatment.
3. In relation to hospitality, promotional expenditure which seeks to improve the image of the Company, to establish cordial and professional relationships and to maintain them, is not however unlawful if it is reasonable and proportional.
4. In order to make an assessment of any particular hospitality event which is to be offered to a client or prospective client the Business Support Group will have to be supplied with information. This will include the cost and nature of the hospitality, the name and details of the person to be entertained and the purpose of the event. The Business Support Group is required to approve the event or can make suggestions for modifying it.
5. In the event that a Partner or employee is invited to an event a similar procedure should be followed.
6. If you receive a gift of any value from a client or referrer (or other third party in relation to your work) over the value of £50, you must inform the COLP, providing details of the gift, its approximate value, client/other third-party sender and reason for the gift. The COLP will ensure that any gift/s valued at over £50 (either as a one off or on a cumulative basis from the same sender over a 12 month period) is/are recorded in the Company’s gift and hospitality register. You may be required to answer additional questions regarding the gift and/or your relationship with the sender as part of the approval process. The COLP is authorised to approve any gifts valued up to £250, and Director or Head of Finance approval is required for any gifts over £250 in value.
7. If you benefit from hospitality from a client or referrer (or other third party in relation to your work), you will need to obtain prior authorisation from a Director or Head of Finance where the hospitality involves events abroad or overnight accommodation. If you are unsure as to whether any hospitality may be in breach of this policy, please contact the COLP in the first instance.
8. With regard to taking out clients to meals etc, please see the Expenses policy for details.

Employment/Training contracts/Secondments/Work experience

You must not offer employment, a training contract, a secondment or work experience to a client, friend or relative of a client or prospective client if the intention is to induce that client or prospective client to favour Doyle Clayton. Timing may be key; you must not, for example, make such an offer just before submitting a bill to the client or during the process of tendering for work with the client or prospective client or in any other circumstances which might be construed as a bribe. In order to make an assessment of any particular role which is to be offered to a client, friend or relative of a client or prospective client, the Business Support Group will have to be supplied with information. This will include the name and details of the person to be offered a role, including their qualifications, their connection to the firm and the purpose of the role. The Business Support Group is then required to approve the role.

Contracts with Clients

No fees over and above proper professional fees agreed in advance for professional work done may be accepted. No payment may be made to the client for the award of a contract for services. The rules imposed by the SRA are to be followed.

Subcontracting

In subcontracting professional work to agents no fee should be sought or accepted for awarding a contract to a subcontractor. The rules imposed by the SRA are to be followed.

Third Parties

1. An agent or intermediary is a third party person or organisation who or which performs services for or on behalf of a commercial organisation. If an agent or intermediary bribes another person, intending to obtain or retain business or an advantage in the conduct of business for our company, we will be guilty of a criminal offence unless we can raise the adequate procedures defence.
2. A third party should be engaged to act on behalf of the Company in a manner consistent with this policy. The terms of engagement should be written down and should refer to this policy.
3. Due diligence checks carried out on prospective contractors ought to include, where appropriate, an assessment of their ethical conduct. Throughout the due diligence process, we may encounter ‘red flags’. These refer to circumstances suggesting a strong risk of bribery or corruption that should be investigated and mitigated through adequate safeguards.

Charitable and Political Donations

1. A charitable donation is a gift made by an individual or company to a non-profit organisation or charity. Charitable giving is an important part of our corporate social responsibility efforts.
2. This can include the giving or providing of cash, venues, equipment, personnel time or other benefit to a charity or to an individual or organisation nominated by or connected with a charity.
3. Political donations are contributions made to a politician, a political campaign or a political party. Political donations are defined in the Political Parties, Elections and Referendums Act 2000 as including:
   1. any gift of money or other property;
   2. any sponsorship of the party, organisation or independent election candidate;
   3. any subscription or other fee paid in affiliation to, or membership of, the party, organisation or independent election candidate;
   4. any money spent in paying any expenses incurred directly or indirectly by the party, organisation or independent election candidate; and
   5. the provision otherwise than on commercial terms of any property, services or facilities for the use or benefit of the party, organisation or independent election candidate (including the services of any person).
4. Personal political donations are not allowed where:
   1. they could be seen to be connected to a decision by a public sector body in relation to Doyle Clayton’s business;
   2. they could be mistaken to be for the activities of Doyle Clayton; and/or
   3. company time, property or equipment is needed to carry out or support your personal political activities.
5. If you want to seek approval for a political contribution on Doyle Clayton’s behalf, you should obtain approval from the Business Support Group. In the first instance, you should contact the COLP who will put the approval request before the Business Support Group.

Communication

A copy of this policy will be available on the public area of the website. Reference will be made to it in the client care documents provided to clients.

Training

1. All employees of the Company will be required to undergo regular training in the terms of the Bribery Act and the requirements described in this document.
2. Any Partner or member of staff is able to approach the COLP in absolute confidence in order to receive advice as to their conduct or to report a matter of concern which relates to bribery.

Review and Amendments

1. The guidance issued under section 9 of the Bribery Act was carefully and wholly considered during the preparation of this procedure.
2. The COLP will review this policy annually or when new guidance is issued under section 9 of the Bribery Act, whichever is sooner.