OUR GLOBAL MOVEMENT
Transparency International UK (TI-UK)’s Anti-Bribery Programme, which is set out in this document, is compatible with the Business Principles for Countering Bribery and the Bond AntiBribery Principles for NGOs (Bond Anti-Bribery Principles).
The TI-UK Programme is based on the seven Bond Anti-Bribery Principles:
High-level commitment
The Board of Trustees and senior management are committed to and oversee the implementation of a policy of zero-tolerance, recognising that bribery is contrary to fundamental values of integrity, transparency and accountability and undermines organisational effectiveness.
Risk assessment
Bribery risk assessment is an integral part of the organisation’s overall and ongoing risk management process.
Devise and implement robust anti-bribery procedures
TI-UK has devised and is implementing and maintaining robust procedures (set out in this document) which are proportionate to the risks and to the size, resources and complexity of the organisation.
Due-diligence assessment of partners, agents and contractors
TI-UK assesses the bribery risk associated with entering into partnership or contracting arrangements with other entities and then carries out periodic due diligence based on that risk assessment. Partnership or contractual arrangements are checked to ensure that these organisations have policies and procedures which are consistent with TI-UK’s own procedures.
Dissemination and communication
TI-UK has established means for effective internal and external communication of its policy and procedures. The organisation undertakes training and awareness programmes to ensure staff, agents and partners are aware of the potential risks, how bribery might affect them, what they should do if they are offered a bribe, and the consequences should they be found to have made or received a bribe.
Monitoring and evaluation
Implementation of anti-bribery procedures is monitored as part of overall risk management and internal control processes. Periodic reviews of anti-bribery procedures are made and reported as part of governance and accountability processes.
Collective action
TI-UK is committed to sharing information and strengthening collective action to prevent bribery.
In addition, TI-UK adheres to two other important principles:
TI-UK has a zero tolerance policy towards the giving and receipt of bribes, and of bribery and corruption in any form. TI-UK aspires to operate to best practice standards, and complies with all relevant laws in all the jurisdictions in which it operates. This policy extends to all of TI-UK’s dealings and transactions in all countries in which it or its consultants and associates operate. This policy underpins TI-UK’s anti-bribery programme, which is regularly revised to capture changes in corruption risk, law and best practice. All Trustees, members of the Advisory Council, employees, consultants and volunteers are required to comply with this policy.
This policy has been approved by the TI-UK Board and is incorporated in all TI-UK contracts of employment and consultant or partner contracts.
TI-UK undertakes periodic assessments of the bribery risks that it faces. The key areas of risk identified are:
The methodology and summary results from the most recent assessment are available from the Office Manager. 4.2 Robust anti-bribery procedures TI-UK’s procedures are primarily designed to mitigate the risks identified by the risk assessment. The procedure for each of these is identified below. 4.2.1 Gifts TI-UK’s policy on the giving and receiving of gifts is: No TI-UK Trustee, Advisory Council (AC) member, employee, consultant or volunteer accepts directly or indirectly any discount, gift, entertainment (which includes meals, cultural events, tourist visits etc) or favours (referred to as gifts) that may influence or be perceived to influence the exercise of their official function, or the performance of their official duties or their judgement. Examples of criteria for making such judgements are attached in Annex I. Any cash gift is refused. All gifts with a value of more than £50 are refused. All gifts between the value of £15 and £50 are registered in the TI-UK register of gifts. Such gifts are reported to the Executive Director (ED). The register is maintained by a staff member delegated by the ED. The register is available for the information of all TI-UK trustees, AC members, employees, consultants and volunteers. It is also publicly available on the TI-UK website. 2 For those who were employed before this policy came into force, a separate counter-signed letter is used. 4 Each individual, and ultimately their line manager/ project manager (as appropriate), is responsible for ensuring that the gifts register is completed. 4.2.2 Hospitality Hospitality includes meals, entertainment, transport, accommodation and any other activities that could reasonably be interpreted as offering or receiving hospitality. TI-UK’s policy on giving and receiving hospitality is: No TI-UK trustee, AC member, employee, consultant or volunteer: Accepts directly or indirectly any hospitality (as defined) that may influence or be perceived to influence the exercise of their official function, or the performance of their official duties or their judgement. Examples of criteria for making such judgements are attached in Annex I. Offers directly or indirectly any hospitality (as defined) that may influence or be perceived to influence improperly the actions of other persons (including foreign public officials). Receiving or giving hospitality of a value estimated to exceed £50 per person is prohibited unless authorised by the Executive Director (ED) or Chair. All hospitality received or given of a value estimated to exceed £30 per person is reported to the ED and recorded in a register that is maintained by a staff member delegated by the ED. The register is available for the information of all TI-UK trustees, AC members, employees, consultants and volunteers. It is also publicly available on the TI-UK website. Each individual, and ultimately their line manager/project manager (as appropriate), is responsible for ensuring that the hospitality register is completed. 4.2.3 Overseas travel Overseas travel is a key risk area for TI-UK, and its zero tolerance policy applies equally to overseas travel. In particular, TI-UK recognises that facilitation payments are bribes and illegal. Facilitation payment are small payments made to secure or speed up routine actions, usually by public officials, such as issuing permits, immigration controls, providing services or releasing goods held in customs. It is also our policy that we require that our agents and other intermediaries, contractors and suppliers do not make facilitation payments and other bribes on our behalf. When there is a suspicion that a payment might be considered a facilitation payment, it should only be made if the official or third party can provide a formal receipt or written confirmation of its legality. If practicable, senior management approval should be obtained for the payment. If a payment demand is accompanied by immediate threat of physical harm then the over-riding principle is to put safety first. In these circumstances, the payment should be made and then reported immediately to the Executive Director, recording the circumstances and amount of the payment. TI-UK will also report any such incidents to the relevant UK and foreign authorities. 4.2.4 Receipt of donations TI-UK recognises that donations represent a corruption risk, in particular in cases where a donor may seek to compromise TI-UK’s independence by influencing improperly the policies, activities or decision-making of TI-UK. TI has a global policy (applicable to the Secretariat and all national chapters) on the receipt of donations, which has been supplemented by a TI-UK policy on anonymous donations. These are reproduced in Annex II. 5 4.3 Conflicts of interest TI-UK recognises that conflicts of interest may arise that could lead to Trustees, AC members, employees or consultants taking decisions, or appearing to take decisions, that are based on personal interest and not the interest of the organisation. Such conflicts of interest can be a form of corruption. TI-UK therefore has a policy on conflicts of interest, which is attached in Annex III. 4.3.1 Independence of research TI-UK publishes research on a regular basis. The Board and ED are required to take all necessary precautions to ensure that the integrity of decision-making in the subjects selected for research, the research process, the presentation of the results and the means of publication are not compromised by external interests. 4.3.2 Consultancy services TI-UK recognises that consultancy and advisory services are a high-risk due to the contractual association of TI-UK with clients that are perceived to have engaged in corrupt behaviour and the potential for clients to approach TI-UK with the intention of improperly enhancing their own reputations. TI-UK has therefore put into place procedures to mitigate these risks. These are attached in Annex IV. 4.3.3 Appointment and activities of consultants Certain areas of TI-UK activities make extensive use of external consultants.3 It is TI-UK policy that they should be properly vetted to ensure that they have not previously been associated with corrupt activity; their contractual arrangements require adherence to TI-UK’s anti-bribery policy and procedures and they receive appropriate training; and that TI-UK’s contracts with them allow for termination of a relationship in the case of a breach of TI-UK’s anti-bribery policy. 4.4. Use of partners and agents Certain areas of TI-UK’s work may require the use of partners and agents. It is TI-UK policy that they should be properly vetted to ensure that they have not previously been involved in corrupt activity; their contractual arrangements require adherence to TI-UK’s anti-bribery policy and procedures and they receive appropriate training as appropriate; and that TI-UK’s contracts with them allow for termination of a relationship in the case of a breach of TI-UK’s anti-bribery policy. 4.5 Due Diligence for new TI-UK Business Integrity Forum (BIF) members Transparency International UK has a long-standing commitment to working with companies to help them address the corruption challenges they face. Our approach is principled but pragmatic – for example, taking a zero tolerance approach to bribery while recognising that companies need guidance and support to implement such a policy throughout their operations. Our due diligence and related procedures are attached in Annex V. 4.6 Dissemination and communication 4.6.1 Induction All employees, consultants, board members, AC members and volunteers are inducted into this policy. The policy forms part of the contract or agreement for each of these parties. 4.6.2 Training All employees, consultants and volunteers receive basic training in how to understand and avoid bribery. Those in high-risk positions receive more detailed training based on the risks they will be facing. High-risk positions are currently categorised as: Those involving travel to countries that are high-risk for bribery Those in which individuals are responsible for procurement of goods and services 3 Currently, the Defence & Security Programme, and the Training & Advisory Services Programme. 6 Those in which individuals are responsible for recruitment Those in which individuals are responsible for fundraising Those in which individuals are responsible for commissioning or over-seeing research Those in which individuals are exposed to any of the other high-risk areas highlighted in 4.1 4.6.3 Communication to all partners and stakeholders TI-UK’s policy and procedures are made publicly-available and are published on the TI-UK website. 4.7 Monitoring & evaluation TI-UK’s anti-bribery programme is reviewed annually by the Executive Director and TI-UK board. This will typically cover: - a review of the risk assessment - a review of training and training records - a review of the gifts register - a review of the hospitality register - interviews with selected staff. 4.8 Collective action Since TI-UK is an anti-corruption organisation operating largely in the UK, there are limited opportunities for TI-UK to participate in collective action in order to eliminate any bribe-paying. However, TI-UK strongly supports the principle of collective action, and offers advice and expertise to others genuinely seeking to pursue collective action. 4.9 Confidential reporting TI-UK’s confidential reporting procedures are designed to reflect the size of the organisation. A key principle of TI-UK’s anti-bribery programme is openness, and all employees and other parties are encouraged not simply to report concerns and incidents, but to generate active discussion about them in order to respond better both to immediate circumstances and in the longer-term. Any person wishing to report a breach or suspected breach of TI-UK’s anti-bribery programme is encouraged in the first instance to speak to their line manager/ project manager as appropriate. If they wish to make a confidential report, they should report to any member of the TI-UK ethics committee. The procedure for contacting the Ethics Committee is outlined in Annex VI. TI-UK will, when requested, respect the confidentiality of an individual raising a concern. It is a disciplinary matter both to victimise a bona fide whistleblower and for someone maliciously to make a false allegation. 4.10 Application of this Programme This Programme is applicable to: All TI-UK employees. Any consultant contracted by TI-UK while acting on TI-UK business, whether in a paid or unpaid capacity. Any board member, AC member or adviser while acting on TI-UK business, whether in a paid or unpaid capacity. Any volunteer or intern while acting on TI-UK business. Each individual is personally responsible for ensuring that they adhere to the policy and procedures in this Programme. Line managers / project managers share this responsibility through monitoring the activities and performance of those they are managing. 7 Annex I Example criteria to test if gifts, hospitality or reimbursed expenses comply with the antibribery programme: Made for the right reason: if a gift or hospitality, it should be given clearly as an act of appreciation, if travel expenses then for a bona fide business purpose; No obligation: the gift, hospitality or reimbursement of expense does not place the recipient under any obligation; No expectations: expectations are not created in the giver or an associate of the giver or have a higher importance attached to it by the giver than the recipient would place on such a transaction; Made openly: if made secretly and undocumented then the purpose will be open to question; Accords with stakeholder perception: the transaction would not be viewed unfavourably by stakeholders if it were made known to them; Reasonable value: the size of the gift is small and the value of the hospitality or reimbursed expense accords with general business practice in the charitable sector; Appropriate: the nature of the gift, hospitality or reimbursed expense is appropriate to the relationship and accords with general business practice in the charitable sector; Legality: it is compliant with relevant laws; Conforms to the recipient’s rules: the gift, hospitality or reimbursement of expenses meets the rules or code of conduct of the recipient’s organisation; Infrequent: the giving or receiving of gifts and hospitality is not a regular happening between the giver and the recipient; Reported: the gift, hospitality or expense should be recorded and reported to management; Documented: the expense is fully documented including purpose and approvals given and properly recorded in the books. 8 Annex II Policies of TI and TI-UK on receipt of donations TI’s Donation Policy, Procedure and Guidelines Introduction Donations and other income enable TI to fight corruption. TI needs to secure the funding necessary to undertake its vital work. Secure and diverse funding enables TI to maintain its independence, protect its reputation and operate effectively. We will not accept funds that might harm the reputation of the organisation or impair its independence to pursue its mission. Background The National Chapters and the Secretariat of TI (TI-S) are funded from diverse sources: foundations, governments, the private sector, individuals, membership fees, income from publications, events and other activities and from an endowment fund. Relying on many sources of income helps TI to maintain its independence. Funding may be unrestricted or tied to specific projects. Generally the National Chapters and TI-S ('TI Bodies') each raise their own funding. As regards fundraising for the Secretariat, the Donor Relations department leads and coordinates fundraising activities at TI-S. A sub-committee of the TI Board, the Fundraising Task Force, pursues and oversees major fundraising initiatives for the movement. This committee also advises on all matters referred to it under the procedure described below. TI must not risk jeopardising its reputation for honesty, openness and integrity. Its reputation could be compromised if a TI body received funding from sources that were perceived to be pursuing activities inconsistent with TI's mission. Policy It is TI's policy to accept funding from any donor and whether monetary or in kind, provided that acceptance does not: • impair TI's independence to pursue its mission • endanger its integrity and reputation. Scope This Policy applies to all fundraising for all TI bodies, regardless of types of donor or amounts involved, unless otherwise stated in this document. It is to be applied to all new funding from existing donors and to all new donors in the future. It does not apply to income raised from the sale of publications or from fees for participation in conferences, events and other activities. Appropriate care to protect the reputation of TI should always be taken. Guidelines Funding to enable TI bodies to carry out their work should be sought from a wide range of sources. Care should be taken to ensure that project-related funding does not result in undue influence over TI's programme work. Subject to maintaining TI's independence and reputation, TI bodies may accept funding from all kinds of sources. Each TI body should list all donations over € 1,000 and publicly disclose them, including in the Chapter's Annual Report and on its website, and likewise in the case of TI-S. If there is a significant risk that receiving funds from a particular source would impair TI's independence or if there is a significant risk to TI's reputation from public association with the donor, then funding from that source must not be accepted by a TI body. Any donation to a TI body must be able to stand up to public scrutiny. TI's independence requires that a donor may be subject to the same criticism by TI as any other organisation or individual in 9 a comparable situation. A donor accused of having been involved in corruption can expect no protection from TI. TI can receive funding from corporations and donors from the private sector. This does not imply any endorsement of a donating company's policies or record. It is advisable that a potential donating company has made a public commitment to ethical standards (such as the UN Global Compact, the Business Principles etc.), and TI bodies may request that corporate donors sign a commitment to integrity before any donation from that company is accepted. No TI body should accept a donation from a company that is found to have engaged in corruption unless the company can demonstrate that this was a violation of the company's policies, that breach of these policies are being addressed in an appropriate manner, or that its policies have been amended to proscribe a similar violation in future. TI works with companies on the understanding that they are working towards a business environment in which bribery is not accepted. Procedure It is the responsibility of the staff and Boards of Directors of TI bodies to ensure that TI's independence and reputation are not jeopardised. The procedure below describes the steps which should be followed when a staff or Board member believes that any TI body has accepted, or is considering accepting, funding from an inappropriate source. Other people associated with TI may also make use of this procedure. 1. If any staff or Board member of a TI body is concerned that there is a threat to TI's independence or reputation from donations already received, or about to be accepted, the person(s) should draw this to the attention of the manager or Chair of the Board of that particular TI body. 2. If necessary, the manager or Chair of the Board of the body will consult with the Fundraising Task Force of the TI Board and seek their advice on whether to accept funding from a specific donor. 3. If any TI body proposes to accept more than €100,000 (or an amount greater than 20% of its overall budget) from any private company in a year, this should be brought to the attention of the TI Board Fundraising Task Force for their advice. 4. All communications with the Fundraising Task Force of the TI Board should be made through a TI Board member or the Chief Executive of TI-S. The Fundraising Task Force will report to the TI Board all guidance given under this procedure. Passed by the Transparency International Annual Membership Meeting, 10 October 2004 TI-UK Policy on anonymous donations Agreed at the TI-UK Board Meeting held on 28 April 2010 The recommendation of the Finance and Audit Committee (FAC) was approved and the TI-UK policy on anonymous donations was agreed as follows: 1. Where the anonymous donation is £500 or below it is accepted with no follow up. 2. For anonymous donations above £500 and below £5,000 we insist on having the name and address of the donor. This will enable us to establish that donations are from bona fide sources. Clearly, if they come from sources about which we are uncomfortable (e.g. offshore trust accounts etc) further enquiries need to be made. If an anonymous donation is received through the Charities Aid Foundation, no additional verification work needs to be carried out. 3. £5000 and above – full due diligence will be required. 10 4. The FAC recognized that in practice some donors wish to remain anonymous so that they are not pestered for more money. In such cases, TI-UK should provide the necessary assurance that this will not happen and that the donor’s details will merely be used to issue a receipt. 11 Annex III TI-UK Policy on Conflicts of Interest Background Conflicts of interest may arise from time to time in the course of the activities and decisions of persons associated with TI-UK as an employee, consultant or volunteer. These conflicts of interest may arise with regard to pecuniary or financial interests, or other interests that impede them in their duty to act in the best interests of TI-UK and the wider TI movement. 1. Applicability This policy applies, except as otherwise stated, to every person (including their spouse or partner) associated with TI-UK as an employee, consultant or volunteer. TI-UK Board members and senior staff4 are required to adhere to the Code of Conduct for the TI-UK Board (including Annex 2 to the Code, which deals with conflicts of interest) adopted in May 2005. 2. General Policy a) Every person associated with TI-UK (as defined in paragraph 1) must avoid or manage any potential, real or perceived conflict of interest (inter alia by refraining from any work or decision making on matters subject to a potential conflict of interest), and openly acknowledge any potential or actual conflict of interest which arises through his/her association with TI-UK. b) TI-UK’s efforts to raise the ethical standards of government officials, business people and other individuals could be compromised by any ethical lapses on the part of its staff members. It is essential that everyone associated with TI-UK (as defined in para.1) be highly sensitive to potential conflicts of interest. 3. How to Deal with a Possible Conflict of Interest a) Potential conflicts of interest should be identified and declared by the person in potential conflict, or reported by others as soon as they become aware of such potential conflict of interest. If problems are identified before commitments are made or questionable actions have occurred, embarrassment can be avoided and alternatives can be explored. b) Such disclosure or report should be made to the Executive Director and the Chair of TIUK’s Board. If the person in potential conflict is the Executive Director, he/she should disclose to the Chair of TI-UK’s Board and the Chair of the TI-UK Ethics Committee. c) The evaluation of a potential conflict of interest must be made by the Executive Director and the Chair of the TI-UK Board. If the person in potential conflict is the Executive Director, the evaluation must be made by the Chair of the TI-UK Board and the TI-UK Ethics Committee. The evaluation may determine the absence of a conflict of interest, or it may lead to the conclusion that (i) the person facing a potential conflict of interest should not go ahead with the evaluated activity or that (ii) he/she should recuse him/herself from participating in work or decision-making by TI-UK with reference to the matter in conflict. d) The Executive Director is responsible for ensuring that all persons associated with TI-UK (as defined in para. 1) are made aware of the policy and procedures regarding potential conflicts of interest. 4 Directors, project managers and Company Secretary. 12 Annex IV of Annex 1 (TI-UK Anti-Bribery Programme) Procedure for vetting clients for paid consultancy and advisory services TI-UK’s Business Integrity Programme (BIP; formerly Training and Advisory Services (TAS)) aims to help organisations who genuinely wish to improve their anti-bribery and corruption (ABC) systems. The vetting process for BIP to decide whether an organisation can be helped is as follows: 1. If the organisation is a Business Integrity Forum (BIF; formerly Corporate Supporters Forum (CSF)) member or an organisation we have helped recently, we will already have completed a vetting process. 2. For all other organisations, due diligence needs to be conducted prior to commencing any work which may include a questionnaire. In cases of doubt, the Private Sector Committee of the TI-UK Board will be consulted. There are a limited number of circumstances where we will not be able to help organisations. These are where: 1. We suspect their motivation is not genuinely to improve their ABC systems, but to use TIUK’s work for PR reasons 2. The organisation has been convicted for bribery or related offences and the board/senior management have made no effort to reform its systems and cannot demonstrate an irrevocable commitment to a strong ABC policy. 3. The organisation is the subject of investigation/legal proceedings for criminal offences in relation to bribery and corruption. 4. The organisation is incorporated in a foreign jurisdiction where a sister TI Chapter has genuine reasons to object to TI-UK working with the organisation 5. There is a conflict of interest with other TI work. The final decision on whether BIP can help an organisation resides with the TI-UK Board, which has delegated this function to the Private Sector Committee. Besides vetting clients, BIP also ensures that any TI-UK staff and external consultants are not conflicted when working on TI-UK projects. We expect any possibility of conflict of interest to be raised at the earliest stage. 13 Annex V Transparency International UK Business Integrity Forum (BIF, formerly known as Corporate Supporters Forum, CSF) Due diligence and related procedures 2013 1. Introduction Transparency International UK has a long-standing commitment to working with companies to help them address the corruption challenges they face. Our approach is principled but pragmatic – for example, taking a zero tolerance approach to bribery while recognising that companies need guidance and support to implement such a policy throughout their operations. The vision for the Business Integrity Programme is as follows: Transparency International UK works in partnership with companies that wish to attain the highest standards of integrity and share the vision of the Transparency International movement: a world in which government, politics, business, civil society and the daily lives of people are free of corruption. We help companies to ensure that their own operations and activities are free of corruption, through accessing TI's global expertise. We work together with companies, governments and other partners to raise global standards, promote integrity, challenge corruption and create an economic environment in which clean businesses can compete on a level playing field. 2. Business Integrity Forum Membership Principles Introduction Transparency International UK works in partnership with companies that wish to attain the highest standards of integrity and share the vision of the Transparency International movement: ‘A world in which government, politics, business, civil society and the daily lives of people are free of corruption.’ (as adopted by Transparency International’s Annual Membership Meeting in Prague in October 2001.) Transparency International UK does not expect that all members of the Business Integrity Forum will already have a perfect anti-corruption programme in place. However, there is an expectation that companies aspire to high standards and already have, or are committed to putting in place, a programme that will match this aspiration. Such programmes should aim to be compatible with Transparency International’s Business Principles for Countering Bribery.’ Principles Members of the Business Integrity Forum of Transparency International UK: Are committed to operating to high standards of integrity and transparency; Have, or will put into place within a stated period, a detailed anti-bribery & corruption policy; and Are committed to implementing the anti-bribery & corruption policy throughout their operations, and have, or will put into place, a monitoring and evaluation process to ensure effective compliance with the company’s policy. 14 3. Due Diligence Procedures for Prospective Members 1. A senior level discussion between the company and Transparency International UK will establish whether there is a genuine alignment of interests. 2. Based on this conversation, if the company indicates its interest in joining, there is a due diligence procedure based on TI’s 20-point ABC checklist and TRAC benchmarking methodology, in which TI-UK will: i. Undertake a background check ii. Examine the documents and statements on the company’s website iii. Meet with the company to talk through the checklist and any issues that have arisen during the research. This meeting would typically take between one and two hours. It is not a pass or fail exercise, but designed to give TI-UK a sufficient basis for assessing whether a prospective member is in line with the Membership Principles. 3. A letter is issued to the company by the Executive Director of Transparency International UK inviting the company to join the BIF, and outlining the BIF Membership Principles. 4. The company confirms whether it wishes to join, that this has been approved at senior level and that the company’s board has been made aware of the decision to join. 4. Procedures 4.1 Background – what happens if a BIF member breaches the Membership Principles? In 2008, TI-UK introduced the Membership Principles for BIF members, after consultation with the members. At the same time, an internal procedure was agreed by the TI-UK board for investigating and responding to allegations in which a BIF member appeared to have breached the Principles. In the light of experience, this procedure was updated and was agreed by the TI-UK board in October 2012. It was also agreed that the procedure would be placed on the TI-UK website. 4.2 Investigation of allegations The following procedure was approved by the TI-UK Board in October 2012: 1. Prior to inviting a company to join the Business Integrity Forum (BIF), Transparency International UK will conduct a due diligence to satisfy itself that the company is in line with the Membership Principles. 2. In the event that credible allegations arise that a BIF member may have breached the BIF Membership Principles, TI-UK will follow the procedure outlined below. 3. This procedure is carried out confidentially, although TI-UK reserves the right to state publicly that it is in discussion with the company about allegations that have been received and that this may lead to suspension or termination of BIF membership. 4. In cases where there is clear evidence – for example through a regulatory ruling – that the Membership Principles have been breached, TI-UK may proceed immediately to the termination procedure (3.3 below). ---- Credible allegation or evidence received that a BIF member may have breached the BIF Membership Principles. Step 1 15 TI-UK contacts the company through its BIF designated contact and requests a high-level meeting to discuss the allegations, regulatory findings and/or evidence. Step 2 TI-UK meets the company to hear its explanation and reviews appropriate documentation. Step 3 TI-UK’s Board, or designated board members, assess the explanation and conclude: - the company’s response is satisfactory; no further action is necessary or - the response is not satisfactory; the suspension or termination procedure is initiated. -- 4.3 Procedure for Suspending or Terminating BIF Membership The following procedure was approved by the TI-UK Board in October 2012: 1. A company’s membership of the BIF will be terminated if in the opinion of the TI-UK Board the company has breached the Membership Principles and has not demonstrated it is committed to genuine remedial reforms. 2. If a significant passage of time has passed since the breach of the Principles took place, TI-UK may allow a company to maintain its BIF membership if it is able to provide convincing evidence (oral and written) that the specific or systemic problem has been fixed. Such evidence might include change of management, punishment of those involved, full cooperation with enforcement authorities, an admission of guilt, an appropriate remediation plan and evidence of a change in culture and leadership that is committed to genuine, meaningful reforms. 3. TI-UK will terminate a company’s BIF membership if it is unwilling or unable to provide such evidence. 4. If the breach of the Principles is more recent, TI-UK may suspend a company’s membership pending further information becoming available, or terminate the membership immediately. 5. The decision to suspend or terminate will be taken by the TI-UK Board and will include an assessment based on the criteria mentioned in paragraph 2. 6. Suspension is usually for 12 months, and may be extended by the TI-UK board; it involves: • A company not attending BIF meetings for a period of 12 months (or more if extended by the TI-UK board); • The company’s name being removed from the list of BIF members; • The company removing references on its own website or elsewhere of its support for TI-UK; • A commitment by the company to meet periodically with TI-UK in order to allow TI-UK to assess whether the company has taken steps to justify lifting its suspension or whether, in the absence of such action, the company’s membership should be terminated; • TI-UK writing to the company's CEO to convey its decision; and • A cessation of any donations (financial and in kind) by the company to TI-UK. TI-UK reserves the right to state publicly that the company’s membership has been suspended. 7. If the TI-UK Board decides to terminate a company’s BIF membership: • TI-UK will write to the company’s CEO to convey its decision; and • TI-UK will place a statement on its website noting the termination. 16 The company may re-apply to join the BIF after a period of time has elapsed, and may be readmitted after undergoing the new member's Due Diligence procedure if it is able to provide convincing evidence that there has been a sufficient change in culture, procedures and leadership such that a repetition is unlikely. 17 Annex VI Whistleblowing The current members of the TI-UK Ethics Committee are: • Peter Berry, Chair • Laurence Cockcroft • Baroness Chalker of Wallasey As outlined in section 4.8 above, any member of the Ethics Committee can be contacted for reporting of a breach of TI-UK’s anti-bribery policy. The details of the individual making the report will be kept confidential on request.
