Anti-Bribery Policy

iKoustic ensures that no Team Members throughout the business offer or accept any form of bribe in any business transaction. Bribes can come in a variety of forms such as corporate hospitality, charitable donations, and personal gifts, as well as money. Any breaches of this policy can result in disciplinary action.

ikoustic Limited and its senior management have a zero-tolerance anti-bribery policy that forbids employees from offering or accepting bribes in any form – monetary or otherwise.

This document is the group’s high-level policy statement. Employees of group companies must also comply with local policies and procedures that apply to them as set out in any other individual group company compliance manual or procedures.

Bribery and fraud may occur internally or externally and may be perpetrated by employees, clients, suppliers, contractors, service providers, agents or anyone else doing business with the group. We reject bribery in any form and our customers and any other person with whom the group interacts can be confident that we value our reputation very highly and that they are dealing with a company that will not risk damage to its reputation by getting involved in illegal or unethical business practices.

The group will not, therefore, enter into any business relationship or engage in any activity if it knows or has reasonable grounds to suspect that a business relationship or activity is, in any way, connected with or facilitates bribery or fraud. We will actively cooperate with law enforcement authorities for the investigation and punishment of any act of bribery connected to any group company.

Bribery Act – Offences

The UK Bribery Act 2010 (the “Bribery Act”) defines the following offences:

• Paying bribes: offering, promising or giving a financial or other advantage to induce someone to perform their function or activity ‘improperly’ (the ‘active’ bribe offence)
• Receiving bribes: requesting, agreeing to receive or accepting a financial or other advantage for performing your function or activity ‘improperly’ (the ‘passive’ bribery offence)
• Bribing a foreign public official: this includes bribes paid to stop public officials from exercising their normal function, or exercising a function that is not within their authority
• Failure by a company to prevent bribery by associated persons* (the corporate offence) *Under the UK Bribery Act if a person associated with an organisation bribes a person with the intention of gaining or retaining a business advantage for a commercial organisation, then the organisation may be guilty of an offence under the Act and liable for an unlimited fine. Associated persons include anyone who performs services for or on behalf of the company, e.g. an employee, agent or subsidiary.

Non-compliance with the Bribery Act may lead to disciplinary action, including termination of employment and could result in criminal penalties for the group and any individual staff members who commit bribery or fraud.

UK Bribery Act 2010 Penalties

Individuals convicted for paying or receiving bribes face up to ten years‟ imprisonment 2 Companies convicted of failing to prevent bribery by associated persons face unlimited fines 3 Directors and senior officers of companies involved can face criminal and civil liabilities

Hospitality

In its guidance to the Bribery Act, the UK government has stated that bona fide hospitality and promotional expenditure to improve a company’s image, present products, and services, or establish cordial relations with clients, is completely legitimate.

Hospitality or promotional expenditure, which is reasonable, proportionate and made in good faith, is an established and important part of doing business, so, paying for a business lunch or taking a client out for an event to discuss business is perfectly acceptable; the Act does not seek to penalise such activity.

However, corporate hospitality, promotions and gifts have the potential to create a perception of bribery, and it is essential to draw a distinction between what is legitimate in business situations and what is bribery; any gift or hospitality that seeks to influence the recipient into performing their function improperly would be considered a bribe. If hospitality or promotions are offered to influence an official to secure business or a business advantage, or to improperly induce a potential client to award a contract, it can amount to bribery.

The more lavish the hospitality or expenditure (beyond what may be reasonable standards in the particular circumstances) the greater the inference that it is intended to encourage or reward improper performance or influence an official. Lavishness is just one factor that may be considered by the authorities in determining whether an offence has been committed.

The full circumstances of each case would need to be considered. Other factors might include that the hospitality or expenditure was not clearly connected with legitimate business activity or was concealed.

Employees should note that any hospitality, given or received, where the host is not present will be regarded as a gift under our group policy and will, unless the value of the gift is below the financial limits that we have set, most likely be viewed as being unacceptable.

Employees should consider the following in determining whether a gift, hospitality or expense is acceptable:

• Made for the right reason: if a gift or hospitality, it should be given clearly as an act of appreciation, or to establish cordial relations with new or existing customers, 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 which can only be satisfied by improper behaviour designed to favour the host or donor
• 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 to be made known to them
• Reasonable value: the value of the gift is small or the value of the hospitality or reimbursed expense accords with our entertainment policy and monetary limits and accepted business practice
• Appropriate: the nature of the gift, hospitality or reimbursed expense is appropriate to the relationship and accords with general business practice and local customs
• 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 overly frequent between the giver and the recipient
• Documented: the expense is properly recorded in our books and records, and
• Reported: the gift, hospitality or expense is recorded and where necessary, reported to Compliance in accordance with our Gifts and Hospitality reporting requirements

Sponsorship

ikoustic Limited is committed to corporate social responsibility, which may include donation and sponsorship of various activities and events. However, we must take care that donations and sponsorships are not used as, or perceived to be, inducements to retain or gain business.

Employees may at times be asked by a customer to support a good cause or sponsor something that they are involved with. Overseas, you may be called upon by officials to make political contributions or sponsor events or projects that they are involved with. Such situations must be weighed carefully and brought to the attention of and sanctioned by the board of the relevant group company before acting on the request.

Facilitation payments

The Bribery Act specifically outlaw’s facilitation payments as they are seen as a form of bribery made with the purpose of expediting or facilitating the performance by a public official of a routine governmental action, the exception being where such payments are for legally required administrative fees, or fast-track services.

Modern Slavery and Human Trafficking Statement

We are committed to preventing slavery and human trafficking in our business activities and ensuring that there is no slavery or human trafficking in our own business and supply chains. We have a duty of care and aim to act ethically in all of our business relationships. Team Members are encouraged to report any concerns so appropriate action can be taken.

This statement is made pursuant to Section 54(1) of the Modern Slavery Act 2015 (the “Act”) and sets out the steps that iKoustic Limited has taken and will be taking to ensure that slavery and human trafficking is not taking place in any part of our business, or that of our supply chain.

The reputation of for lawful and responsible business behaviour is of paramount importance and is one of its greatest assets.

ikoustic Limited is committed to the prevention, deterrence, and detection of modern-day slavery/trafficking within our organisation or supply chain and has zero tolerance towards such behaviour.

The Modern Slavery Act consolidates slavery and trafficking offences and introduces tougher penalties and sentencing rules.

It ensures that the main offences are subject to the toughest asset recovery regime under the Proceeds of Crime Act 2002, introduces bespoke slavery and trafficking compensation orders, and provides for the confiscation of vehicles, ships and aircraft used for the purposes of trafficking.

The act includes provisions to:

• Enable the Secretary of State to make regulations relating to the identification of and support for victims
• Make provision for independent child trafficking advocates
• Introduce a new reparation order to encourage the courts to compensate victims where assets are confiscated from perpetrators
• Close gaps in the law to enable law enforcement to stop boats where slaves are suspected of being held or trafficked
• Require businesses over a certain size (turnover £36m or more) and threshold to disclose each year what action they have taken to ensure there is no modern slavery in their business or supply chain.

ikoustic Limited will ensure that the following additional procedures are considered to prevent slavery/trafficking:

ikoustic Limited – Internal Procedure

Protecting our Employees

All our new employees are subject to pre-employment checks to confirm their identity and right to work in the UK prior to their starting work at Ikoustic Limited. Information is provided to all employees on their statutory rights including sick pay, holiday pay and any other benefits they may be entitled to by virtue of their employment.

Where recruitment agencies are used, we ensure they comply with all legal requirements. These procedures collectively help to address our on-going commitment to protect our employee’s human rights and the elimination of all forms of forced and compulsory labour.

Engage and train staff – We have developed an ‘Anti-Slavery and Human Trafficking Standard’, setting out an introduction to the Act and its impact on our employees. Through our internal training and induction programmes and internal communications programmes, staff are encouraged to identify and report any potential breaches of the Standard.

We strive to educate the business stake holders at the right level and use this statement as a communication tool to raise awareness of the impact of individual decisions can have on ethical procurement.

Any employee of ikoustic Limited has knowledge or suspects that human slavery or trafficking is taking place either in our organisation or supply chain, will be expected to report this directly to the Managing Director or another Director.

ikoustic Limited will immediately ask for the company or individual to be removed from either the company or supply chain, on the grounds of gross misconduct, and they will be reported to the relevant authorities

ikoustic Limited – External Procedure

ikoustic Limited Procurement’s Role – Supply Chain/Buyers, Managers, Supervisors, Surveyors, Estimators etc. (All those procuring materials/labour)

Those procuring products, materials, or labour on behalf of the company must ensure as far as reasonably practicable that they know the source or origin of each product, to ensure no slavery or trafficking has been used.

We have an important role to play in sourcing in a manner that enables and rewards suppliers for good employment practices, rather than purchasing in a manner which drives the use of modern-day slavery/trafficking practices.

We expect our suppliers to support and demonstrate our values, which is an essential component of our approach to Corporate Social Responsibility.

ikoustic Limited will ensure its Supply Chain are aware of this policy, and will ask where applicable as part of the tendering process for each company to provide:

• The organisation’s structure, its business, and its onward supply chains.
• Their policies in relation to slavery and human trafficking.
• Their due diligence processes in relation to slavery and human trafficking in its business and supply chains.
• The parts of its business and supply chains where there is a risk of slavery and human trafficking taking place, and the steps it has taken to assess and manage that risk.
• Its effectiveness in ensuring that slavery and human trafficking is not taking place in its business or supply chains, measured against such performance indicators as it considers appropriate.
• Training about slavery and human trafficking available to their own staff.

The standards we expect from our suppliers address a broad spectrum of working conditions including fair remuneration, working hours, no child labour, respect, non-discrimination, health safety and wellbeing, as well as freedom from forced labour.

We will assess any instances of non-compliance on a case-by-case basis, taking any remedial action accordingly. We will not progress to working with any supplier which does not comply with the Modern Slavery Act.

We believe that the risk of slavery and human trafficking within our own organisation is substantially mitigated as a result of our strong collective sense of vision and purpose, our cultural values and commitment to ethical behaviour, supported by our policies and procedures.

However, we are not at all complacent and recognise that there is always more that can be done. We will continuously seek to develop our practices where possible and to work with our suppliers and contractors to be as certain as we can be that they hold the same values as us.

This policy statement applies to all Employees, Sub-Contractors and Supply Chain Partners at all times.

Whistleblowing Policy

Purpose of the policy

The purpose of this policy is to explain how employees can make a whistleblowing disclosure and what steps iKoustic will take if we receive a disclosure.

iKoustic is committed to the highest possible standards of openness, transparency, and accountability. We encourage employees to use this policy to disclose anything they think counts as whistleblowing.

Scope of the policy

This policy applies to all employees, including those who work part-time or on fixed-term contracts.

Role and responsibilities

• Company managers are responsible for receiving whistleblowing disclosures and for following the procedures outlined in this policy
• All staff are responsible for following this policy when they spot wrongdoing that merits a disclosure
• The Head of HR is responsible for reviewing this policy once a year

What is whistleblowing?

Whistleblowing is when an employee reports certain types of wrongdoing they’ve seen at work. To count as whistleblowing, the employee must have a reasonable belief that what they are disclosing is one or more of the following:

• a criminal offence
• a miscarriage of justice
• a risk to health and safety
• an act causing damage to the environment
• a breach of any other legal obligation
• concealment of any of the above

Employees don’t need proof that anything listed above has happened, is happening or will happen. A reasonable belief is enough. Employees should not investigate any wrongdoing. The company will conduct any necessary investigations.

Personal grievances, such as bullying, harassment and discrimination do not count as whistleblowing. The company Grievance Policy should be followed for these issues.

Protections for whistleblowers

Whistleblowers are protected by law. They cannot suffer a detriment or lose their job because they made a disclosure. 

iKoustic wants to make clear that no colleague will be victimised for raising a matter under this procedure. This means that the continued employment and opportunities for future promotion or training will not be affected for any employee that whistleblows.

Disciplinary procedures will only be used if:

• anyone victimises a whistleblower
• a whistleblowing disclosure is maliciously false
• anyone tries to cover up wrongdoing, or remains silent on issues they know are wrong

Whistleblowing procedure

Any matters raised under this procedure will be investigated thoroughly, promptly and confidentially.

Step 1. Disclosing a concern

Employees should raise an issue they think counts as whistleblowing to a company manager. If an employee is concerned that a senior manager is involved in the wrongdoing, they should take the matter straight to the Director.

Disclosures can be made verbally or in writing.

The company will acknowledge receipt of the disclosure within 5 working days, in writing.

Employees should be reassured that their disclosure will be kept confidential and they will not be punished in any way for raising it.

Step 2. Investigating the disclosure

Once a disclosure has been received, a senior manager will investigate it. This may involve looking at:

• accident books and reports
• financial records
• emails and letters
• CCTV footage
• telephone call recording

The manager investigating may also need to meet with the whistleblower and others connected with the issue. Employees have the right to be accompanied to such meetings by a work colleague. Minutes of these meetings will be shared with everyone who attended.

The manager investigating will keep the whistleblower updated on the progress of an investigation.

Step 3. Deciding an outcome

Once the investigation has been completed, the manager handling the disclosure will confirm the outcome to the whistleblower and what further action will be taken. For example, the company may need to:

• Involve external bodies, such as ACAS, prescribed bodies, or the police
• Change a process
• Take disciplinary action against those found to be responsible for the wrongdoing

Step 4. If the whistleblower is unhappy with the outcome

If the whistleblower is concerned that their disclosure has not been properly investigated, they should inform the Director, who will look into the issue and decide if another manager needs to conduct their own investigation.

If after all the steps outlined above have been completed and a whistleblower reasonably believes the appropriate action has not been taken, they should report the matter to the correct prescribed body, such as HMRC, the Financial Conduct Authority- FCA, Competition and Markets Authority or the Information Commissioner’s Office -ICO.