Anti-Bribery Policy (Jan26)

Introduction

It is our intention 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 and in accordance with our regulatory requirements to act, fairly, with integrity and in a way that upholds public trust and confidence in the profession. This applies in all our business dealings and relationships, wherever we operate.

In the UK, the Bribery Act 2010 (the Act) came into force on 1^st July 2011 making it a criminal offence to pay or receive a bribe, either directly or indirectly.

The firm will commit a ‘corporate offence’ if a bribe is paid on our behalf, or by somebody working for us. However, we will have a defence if we can show that we have adequate procedures in place to try and prevent bribery.

Purpose

This policy aims to inform us all of the kind of behaviour that might constitute a bribery offence and of procedures that must be followed to prevent bribery.

Scope

This policy applies to all employees in The Eric Whitehead Partnership, including managers and consultants.

In particular, this policy applies not only to our directors and permanently employed staff, but also to temporary employees, agency staff and to people who work for us as contractors, wherever they may be based or may work from time to time.

In the case of associated businesses, joint ventures, consultants, agents and others who may do business on behalf of the firm, we will promote the adoption of policies consistent with the principles set out in this policy, where appropriate.

Responsibility

The Compliance Officer for Legal Practice (COLP) is responsible for this policy and ensuring that it is implemented throughout the firm. All of us (and any third-party to whom this policy applies) are responsible for ensuring that we comply with it. Failure to do so will be a serious disciplinary offence and is likely to result in disciplinary action.

Our commitment

The firm strictly prohibits all firm personnel from giving or accepting bribes.

That means you must not offer, promise, give, request, accept or receive anything which might reasonably be regarded as a bribe.

All of us are responsible for ensuring that we comply with this policy. Any failure to comply with this policy will be treated as a gross misconduct and will result in disciplinary action. Any instance of suspected bribery may be reported to the police and other appropriate authorities.

What is bribery?

In very general terms, bribery is giving someone a financial or other advantage to encourage them to perform their functions or activities improperly, or to reward them for already having done so. The often-interrelated term of corruption relates to the misuse of office of power for private gain.

The legal definition of bribery is very wide and the penalties are severe – including imprisonment for up to ten years and an unlimited fine, depending on the severity of the offence. Under section 207 of the Economic Crime and Corporate Transparency Act 2023, the SRA can now issue unlimited fines for economic crime offences. We therefore take our legal responsibilities very seriously. This policy concerns three main offences covered by the Act:

Bribing a person to induce or reward them to perform a relevant function improperly (i.e., bribing another person);
Requesting, accepting or receiving a bribe as a reward for performing a relevant function improperly (i.e., being bribed); and
Failing to prevent bribery in the absence of implementing adequate procedures to prevent bribery (i.e., failing to prevent bribery).

The Act also covers the offence of using a bribe to influence a foreign official to gain a business advantage.

A “relevant function” is:

Any function of a public nature;
Any activity connected with a business, trade or profession;
Any activity carried out in the course of employment; or
Any activity carried out on behalf of a body of persons (corporate or incorporated).

The relevant function must also be performed with one or more of the following expectations:

It will be performed in good faith;
It will be performed with impartiality;
That by virtue of performing the activity, the person doing so is in a position of trust.

Relevant functions will be performed improperly if they are not performed in line with the expectations.

The function does not have to be connected to the UK or be performed in the UK for it to be relevant. The test is whether a reasonable person in the country where the function is performed would expect the expectations listed above to apply to the function.

Bribing another person

A person will commit an offence if they offer, promise, or give an advantage to another person, intending that the person (or someone on their behalf) rewarded for, or induced to, perform a relevant function improperly.

Knowing or believing that a person accepting an advantage would cause them to perform a relevant function improperly, would also constitute an offence.

A person does not have to offer, promise of give the advantage themselves to commit an offence, it can be carried out by a third-party and the advantage does not have to be financial.

Being bribed

A person commits an offence if, directly or indirectly, they request, agree to or accept a bribe:

Intending that a relevant function should be performed improperly;
When to do so would be improper performance of a relevant function;
As a reward for carrying out a relevant function improperly; or
In anticipation or consequence that they (or someone else on their behalf) will perform a relevant function improperly.

It does not matter if the person committing the offences knows or believes that they performed the relevant function improperly.

Failing to prevent bribery

If a person associated with us (e.g., employee, agent, possibly contractor who performs services for us) bribes a person to gain or retain a business advantage, then we may commit an offence under the Act and be liable for an unlimited fine.

We will have a defence as long as we can show that we have adequate procedures in place to prevent bribery.

Bribing a foreign official

It is an offence to attempt to bribe a foreign official. A foreign official is any person who:

Performs public functions in any branch of the national or local municipal government;
Exercises public functions for any public function or agency;
Is an agent of a public international organisation i.e., the World Health Organisation or the World Bank.

A bribe need not involve cash or other financial assets. It can be any sort of advantage.

Offering, promising or requesting a bribe is just as illegal as actually paying or receiving a bribe.

Your duty to report

Be open. Report any concerns, and if you are in any doubt, seek guidance on what you should do. Never try to conceal or disguise your actions.

If you are unsure whether something is permitted or not, seek guidance before committing yourself or the firm.

Management needs to be aware of the bribery risks that we face. Accordingly, if someone within or outside the firm requests or offers anything which might be regarded as a bribe, you must ensure that you report it without delay.

Similarly, if you or anyone else may have paid a bribe or engaged in unethical conduct, you must ensure that you report it. If you have made an error of judgement, but then report it, we will show appropriate understanding. If you make such an error but then seek to conceal or disguise your actions, this will be regarded very seriously.

In particular, keep accurate records. Serious corruption offences in other businesses have often involved inaccurate record-keeping. Making false records is a criminal offence.

Whistle-blower protection: our promise to you

You will not be subject to any retaliation or retribution, for example damage to your career prospects or disciplinary action, for reporting, in the public interest, your concerns about a suspected breach of this policy.

Anyone who retaliates against someone who has made such a report will be subject to disciplinary action.

If you have any concerns relating to bribery, please report them to the Timothy Halliday (COLP/MLRO).

You can report to him orally or in writing in confidence We will keep internal reports confidential; however, we cannot guarantee anonymity if the information must be reported externally and legal action is required.

Please be assured that anonymous reports will be taken seriously, although the follow-up line of enquiry may be limited in these circumstances, if insufficient information is received and there is no way of following this up.

Whistleblower protection applies even if your concerns turn out to be unjustified, as long as you made the report reasonably believing it to be in the public interest. It may not apply in other circumstances, for example, if someone maliciously makes allegations which they know to be false.

Please refer to the firm’s Whistleblowing Policy for further details.

Due diligence on third parties

As part of our anti-bribery procedures, it is necessary to conduct appropriate due diligence on all associates, agents and contractors who perform services for us and who might be capable of committing bribery on our behalf. Such due diligence should include:

Considering their integrity-related track record by undertaking a news search on publicly available sources or a more in-depth background check, depending on the risk level.
making enquiries into whether they have their own bribery prevention policy.
ensuring that they understand our Anti-Bribery Policy and agree to comply with it.
providing for a breach of our Anti-Bribery Policy in the contract.
ensuring that all contracts include clear payments terms and identify exactly what payment is for; and
ensuring that payments appear reasonable for the services provided.

The extent of the due diligence which we carry out will depend on the nature of the relationship and the risk of bribery occurring and may include background research on parties we are working with or plan to work with.

Remember, we can commit an offence if anyone associated with us commits a bribery offence, unless we can demonstrate that we have adequate procedures in place to try to prevent bribery taking place.

Examples of bribery and actions you should take

1. Gifts

It is acceptable business practice for gifts of modest value to be given and received to celebrate achievements, or to celebrate a seasonal festival, or as an incidental part of a business relationship. At the same time there is an obvious risk that a substantial gift or a series of small gifts could be perceived as bribery.

Accordingly, you should not give a gift in connection with the firm’s business which:

is in the form of cash, or cash equivalents, such as gift vouchers;
involves something being promised or offered in return;
might influence or be perceived to influence a business decision;
the recipient or the giver would not wish to be known to their employers or principals;
is substantial in value. A gift exceeding £100 in value per recipient will always be regarded as substantial and should not be paid without partnership level approval.

Gifts from clients worth £150 or more must be recorded in the firm’s Gift Register. Gifts worth £500 or more, on a one-off or cumulative basis, cannot be accepted without written approval from Timothy Halliday (COLP).

Please consult the firm’s Gifts Policy for additional rules and further guidance regarding the giving and receiving of gifts.

2. Hospitality and entertainment

Entertainment of clients and contacts can be a valuable way of establishing cordial relationships, improving the image of an organisation, and presenting products or services. Anti-bribery law does not prohibit expenditure intended for such purposes. Hence, subject to appropriate budgetary approval, and depending on the nature of your role, it may be appropriate for you to provide or accept hospitality, including meals and drinks and attendance at sports, theatre and other events.

Hospitality should however only be offered or accepted for legitimate business reasons. Hospitality should not be intended to put the recipient under a sense of obligation. You should not offer or accept hospitality which is unduly lavish or excessive. Nor should you offer hospitality which you believe the recipient is not allowed to accept under the rules applicable in his or her organisation.

3. Travel and accommodation expenses

It may be proper and appropriate for us to pay travel expenses, and accommodation and subsistence expenses so that potential clients or business partners may visit us, and/or meet with us and/or may learn more about our services. However, please take these precautions.

The nature and value of expenses paid should be reasonable and proportionate to the business objective for the visit.
The nature and value of the expenses should be clarified in advance, and the guest should be told that we can only provide a refund against receipts.
A refund of a substantial amount should normally be paid via the guest’s employer, and not to them personally.

4. Political and charitable donations

We do not wish to discourage you from engaging in political activity nor charitable giving or fund raising. However, be aware that requests for political or charitable donations may be made corruptly. Accordingly, donations should not be promised or made as part of the process of doing business.

We do not make political donations with firm funds. If you receive a request for a political donation from firm funds you should explain that policy, and that any exception would need to be considered at director level.

We may make charitable donations that are legal and ethical under local laws and practices with firm funds from time to time. Requests for such donations should be referred to Nicola Robinson (COFA) so that checks can be carried out to ensure the donation will be to a legitimate charity.

If a request for a political or charitable donation is made with an explicit or implicit promise that some advantage would be improperly offered in return, you should explain that you do not have authority to make such a donation and should report the request.

5. Referral fees

The COLP has considered the implications of the Act in relation to referral fees and has determined that they do not pose a bribery risk.

Nevertheless, the procedures described in the Due Diligence section above are applied to all referral agreements.

6. Foreign public officials

The law is particularly strict concerning foreign public officials. If you provide any financial or other advantage to a foreign public official with the intention of influencing them in their duties, you may have committed a bribery offence.

Accordingly, you should not normally provide gifts or significant hospitality or travel or accommodation expenses which may benefit such an official personally.

Note that the definition of “foreign public official” is very wide. For example, it includes the employees of foreign nationalised industries.

7. Facilitation payments (also known as ’grease payments, ’speed payments’ or ‘kickbacks’)

These are generally small payments to low-ranking government officials for a business favour or advantage, such as granting a licence promptly or providing some other public service to which we are entitled. However prevalent such payments may be in certain countries, making such a payment will normally be an offence under the UK Bribery Act. Accordingly, you should decline to make these types of payments.

As an exception, you may be permitted to make such a payment, if:

the payment is permitted under local law (in which case the recipient should be prepared to give you an official receipt), or
you are compelled to make the payment to prevent physical injury or other serious and imminent harm to yourself or others.

If possible, seek approval before making such a payment. If it is not practical to obtain such approval, you must report the payment immediately thereafter, and the payment must be accurately documented and reported in the firm’s central books and records.

8. Other examples

Other examples of bribes may include the unpaid use of corporate services or property, loans, loan guarantees or the provision of employment to the family or contacts of people with whom we deal.

It is impossible to provide a comprehensive list of possible bribes. Apply the general principle that you should avoid anything that might reasonably be regarded as a bribe and should report any concerns that you have.

Training

All employees must undertake regular training to ensure they are aware of their role in implementing the firm’s anti-bribery procedures and are familiar with the risks and indicators of bribery.

New starters are to undertake in-depth training on anti-bribery procedures and must thereafter complete refresher training on this subject on an annual basis.

Review of Policy

The COLP will:

review this policy, at least annually.
review the bribery risk assessment, at least annually, to ensure that the assessment remains accurate and that our procedures remain proportionate to the perceived level of bribery risk within the firm.

January 2026

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