The Creative Hive- Anti-Bribery Policy

1. Introduction

As a UK-incorporated business The Creative Hive Ltd (TCH) is required to comply with UK anti-bribery legislation. Full details regarding the scope and application of the Bribery Act 2010 (“the Act”) is available in our ‘Anti-Bribery Guidance’ document.

No business can consider itself immune from the risk of being involved in an incident of bribery. We must therefore carefully consider the risk of bribery being committed by anyone working within or on behalf of our business, including third parties who provide services on our behalf. Once we have done this we must put appropriate measures in place to mitigate these risks.

These anti-bribery procedures explain the way in which we aim to fulfill these requirements and set out the processes which all staff must follow to ensure that our approach is effective. Our procedures are reviewed and updated regularly; please ensure that you are working from the current version.

Any breaches of these procedures will be dealt with severely and may be treated as gross misconduct.

2. Guidance on offences related to bribery

You have been provided separately with the ‘Anti-Bribery Guidance’ document which sets out the legislative and regulatory framework in this area. You must read this document carefully as it forms an important part of our bribery prevention policy.

3. Policy statements

As a company we are committed to preventing bribery. We have set out our policy statements in relation to the prevention of bribery below:

We will discharge our duties in relation to the prevention of bribery in the clearest possible way and to the highest possible standards.
We will remain aware of the risks associated with bribery and of the legal requirements imposed upon us.
We will establish and maintain appropriate risk-based policies.
The Board accepts ultimate responsibility for compliance with our anti-bribery policies and procedures and staff awareness of these policies and procedures and all staff have a day-to-day responsibility to act within the procedures.
We, or our agents acting on our behalf, will perform undertake reasonable and practicable due diligence on all [customers/suppliers] prior to establishing a relationshipengaging in business transactions with them and, where we find bribery to have taken place, will take the appropriate steps to safeguard LeanvationTCH[Company]. This may mean declining to establish a relationship sales transaction with the [customers/suppliers] or requesting warranties to ensure that LeanvationTCH[Company] will not be implicated should the [customers/suppliers] subsequently face prosecution.
We will request that all of our [customers/suppliers] put ensure that adequate procedures are in place to safeguard themselves against the risk of bribery being committed by anyone providing services to them, and will ask them to confirm in writing that they have done this.
We will perform appropriate and proportionate due diligence on all members of staff both at take-on and on an on-going basis.
We will regularly communicate our strong anti-bribery stance to our staff and our [customers/suppliers].
We will conduct on-going monitoring of our anti-bribery policies and procedures to ensure that they remain appropriate and proportionate to our business.

4. Senior Management Engagement

The Board fully supports TCH anti-bribery stance, and is actively involved in all key decisions in relation to our anti-bribery policies and procedures. It reviews and approves The Creative Hive’ annual risk assessment, and is responsible for making any decisions based on the findings of that assessment.

The Board is also ultimately responsible for all communications relating to our anti-bribery policy, and for reviewing and signing off training in relation to the firm’s bribery prevention policies and procedures before this can be delivered to employees.

The Board delegates day-to-day responsibility for the management of TCH bribery risks, including the signing off of training and communications and any business as usual bribery-related decisions, to The Commercial the Managing Director [responsible person].

5. Risk-based Approach to Bribery Prevention

The Ministry of Justice’s Guidance for firms on the application of the Bribery Act places an obligation on firms to adopt a risk-based, proportionate approach to the prevention of bribery.

In order for The Creative Hive to be able to implement a risk-based approach to the prevention of bribery we have first conducted a risk assessment to assess the bribery risks within our business.

Details of our risk assessment process and other elements of our risk-based approach to bribery prevention are provided below.

5.1. Risk assessment process

Oversight of the effectiveness and implementation of our anti-bribery policies and procedures, including the operation of the risk-based approach, is the responsibility of The Commercial Director [responsible person] the Managing Director under delegation from the Board. The Board decides upon our overall approach to the prevention of bribery in line with our business’s risk tolerance.

The environment and market in which we operate are constantly changing and evolving. To enable us to keep our bribery risk management processes up to date we should undertake a risk assessment and carefully monitor the environment and market in which we operate. Doing this ensures that we are aware of the degree of bribery risk associated with our business.

The Board has oversight of TCH risk assessment, and must ensure that an appropriate amount of resource is given to its completion. The risk assessment must identify internal and external sources of information which will assist us in categorising the bribery risks to our firm. Internal sources may include management information relating to employees’ completion of anti-bribery training or results of reviews of third party relationships. External sources may include guidance issued by a professional body such as the Ministry of Justice or results of reviewing anti-bribery procedures in place in partner firms.

The Creative Hive has undertaken a bribery risk assessment taking in to account the following external factors:

The bribery risks presented by our relationships with our [customers/suppliers];
The jurisdictions in which our [customers/suppliers] operate;
The industries in which we operate and/or with which we have links;
The types of transactions we deal in;
The jurisdictions in which we operate;
Our use of advisors to assist us in conducting due diligence prior to establishing a relationship with a [customers/suppliers]; and
Any other bribery risks which we identify as possibly arising in the course of our usual business.

TCH has also considered relevant internal factors, including:

The provision of staff anti-bribery training and testing of the effectiveness of that training;
Our remuneration policies, and whether they are likely to result in risk taking being rewarded;
The appropriateness of our corporate gifts and hospitality policy;
The appropriateness of any charitable donations which we make as an organisation;
The transparency and effectiveness of our financial controls;
The clarity of message received from senior management with regards to bribery prevention; and
Any other relevant internal factors which we may consider to have a bearing on our bribery risk profile.

Once completed, the risk assessment is accurately and appropriately documented, and is reviewed on an on-going basis in light of any changes within our business, for example if we begin to operate in a new, higher-risk industrial sector. Irrespective of this, our bribery risk assessment is reviewed and revised as appropriate at least annually.

A copy of our bribery risk assessment can be found as an attachment to these procedures.

5.2. Due Diligence

TCH undertakes due diligence in respect of its associated persons (i.e. all persons providing a service to us) in order to assist in mitigating our bribery risks and complying with the Bribery Act. This due diligence forms part of our existing due diligence and anti-financial crime framework.

All of the due diligence that we undertake in relation to persons associated with us is carried out in accordance with our risk assessment and in light of the bribery risk that they pose to our business.

We will review and, where necessary, update our due diligence procedures in accordance with any updates made to the risk assessment.

Where due diligence enquiries have been unsatisfactory, refer all cases to The Managing Director. The Managing Director will document your enquiry and advise you on the best course of action to follow.

1. Gifts and Hospitality

The offering of gifts and hospitality is not something which the Bribery Act seeks to prohibit. However, the Bribery Act does require us to ensure that any gifts and hospitality offered or accepted by us are not intended to promote corrupt or inappropriate behaviour on the part of the receiver.

In order to minimise the risk that our gifts and hospitality arrangements might be used to bribe individuals or organisations we require that all gifts and hospitality with a value equal to or in excess of £100 be pre-approved by the Managing Director. The Managing Director will consider whether the gift or hospitality to be given or received is appropriate, and will record this along with his decision in TCH Gifts Register. They will inform you by e-mail of their decision.

Any gifts or hospitality to be offered or received with a value below £100 do not require pre-approval from The Commercialthe Managing Director[responsible person] before they can be offered or accepted. TCH has set the limit at £100 before pre-approval is required based on its existing guidelines and what it considers reasonable based on past expenditure.

Local managers review and sign off all expenses claims, whatever the amount to be claimed, before they are referred to the Finance CommercialManaging Director for payment. Although there is no requirement for employees to report expenditure below £100 to The Managing Commercial Director directly, Sarah Cornwell, in heris capacity as Managing Director of TCH, reviews all expenses claims prior to payment. The Managing Director will therefore become aware should any member of staff abuse the gifts and hospitality policy.

2. Charitable Donations

As an organisation we support the idea of charitable giving. It is therefore possible that TCH may, on occasion, give charitable donations. Should anyone wish TCH to make a donation to a particular charity, they should refer their request to the CEO Managing Director and the Finance Commercial Director.

The CEO Managing Director and the Finance Commercial Director have ultimate responsibility for deciding whether and to whom charitable donations should be made. In considering whether to make a donation to a particular charity, the CEO Managing Director and the Finance Commercial Director will have regard to the possibility that the donation may be used as or perceived to be a bribe. They will agree and record donations to be made.

By ensuring that we refer all requests to make charitable donations in this manner we can ensure that we are giving money to legitimate organisations for legitimate reasons and avoid the misuse of company funds to commit acts of bribery.

3. Sponsorship

As an organisation we may from time to time sponsor events and seminars in conjunction with other firms.

The Board must approve any sponsorship which we undertake as an organisation. When approving sponsorship, they will take in to account the following factors:

The nature of the event;
The cost of the sponsorship;
The firm(s) with which we will be co-sponsoring the event; and
The firms to be invited to the event.

In considering the above factors, the Board will look to ensure that our sponsorship of events is reasonable, proportionate and appropriate and that no preferential treatment is shown towards specific firms with which we might like to do business.

4. Payments Out

In order to ensure that all payments made by TCH are legitimate and are not intended to be used to finance corrupt behaviour, we have robust financial controls in place to screen all payments before they are made. These include:

The vetting and authorisation of all payment requests by the Finance CommercialManaging Director to ensure that any potential bribes (including facilitation payments) are identified prior to payment;
Requiring full and complete receipts from employees prior to the authorisation of any expenses payments; and

Facilitation payments are prohibited under the Bribery Act. The Finance / Commercial / Managing Director when scrutinising payment requests will seek to ascertain whether any of the payments we have been requested to make could be classed as ‘facilitation payments’. If any such payments are identified, they will be queried with the relevant employee. We are committed to preventing illegitimate payments being made on behalf of this organisation.

Any employees who have been requested either directly or indirectly to make a facilitation payment should refer this request to The Commercial Director and/or the CEO Managing Director either directly or anonymously via the Public Interest Disclosure Reporting Procedure (see below) in order for them to decide how best to proceed.

5. Communication

5.1. Policies and Procedures

We are committed to communicating our anti-bribery policies and procedures on a regular basis. We believe that regular and consistent communication will help to embed our anti-bribery procedures internally.

5.2. Training

In addition to communicating our policies and procedures to staff, we are also committed to providing our employees with regular training. This ensures that they have the relevant knowledge and skills to be able to recognise potential instances of bribery and apply our policies and procedures correctly.

All new staff complete anti-bribery training at the start of their employment and complete a test to validate their understanding of the internal policies and procedures. Records of completion of the training and tests will be retained on HR files.

Anti-bribery training will be provided to all existing staff on an annual/bi-annual basis and a test must be completed to demonstrate understanding. Records of completion of the training and tests will be retained on HR files.

6. Monitoring and review

In order to monitor and improve our anti-bribery policies and procedures we monitor them on an on-going basis.

6.1. Payments

The CommercialManagingFinance Director conducts on-going screening of all payments out in the course of his normal work.

6.2. Training

We monitor the effectiveness of our anti-bribery training by asking employees to complete short assessments once they have completed this to test their understanding.

We ask staff for feedback on our training, and also take account of any industry-wide or regulator-generated good practice guidance when reviewing our anti-bribery training. Our Compliance Officer reviews our training package to ensure that it remains adequate and fit for purpose at least on an annual basis.

6.3. Management Reporting

In order to ensure that senior management is aware of and actively involved in decisions relating to the mitigation of our bribery risks the Board receives a bribery risk report at least on an annual basis. This report includes the annual risk assessment and details of the measures in place to mitigate the risks identified in that assessment (where relevant). It also includes management information demonstrating the effectiveness of the controls in place.

We include bribery-related matters as a standing item on the Board’s meeting agenda. This ensures that the Board is always kept abreast of any bribery-related issues.

Changes which might require changes to be made to our anti-bribery procedures including governmental changes in the jurisdictions in which we operate, instances of bribery and negative press reports will be reported to the Board on a monthly basis, where relevant, as part of the bribery update to the Board. The Board will consider the impact of the reported event on the firm, and will decide on an appropriate amendment to our existing anti-bribery procedures where it considers relevant.

7. Reporting Bribery

Any employees with bribery-related concerns should report these to the The Commercial Director. The The Commercial Director will treat these concerns confidentially, and will consider them in conjunction with the CEO / Managing Director to assess whether an incident of bribery has occurred. Should any employee feel unable to report their concerns to The Commercial Director, they may report them direct to the CEO / Managing Director / Executive Chairman.

Where The Commercial Director and/or the CEO Managing Director considers there to be sufficient grounds to suspect that an instance of bribery may have taken place, they will report the incident to the Serious Fraud Office (SFO) and co-operate fully with any subsequent investigation in to the incident. They may also take disciplinary action against the individual concerned.

Where the The Commercial Director and/or the CEO Managing Director are unable to establish with any certainty that an instance of bribery has taken place it will be at their discretion to decide whether to report the incident to the SFO.