Anti-Bribery and Anti-Corruption Policy

Code Your Future, a Charitable Incorporated Organisation, ("CYF") is committed to the prevention, deterrence and detection of bribery and corruption. This document sets out CYF's policy against bribery and other corrupt practices (the "Policy") and the standards and procedures required to ensure compliance with the Policy and the anti-bribery and anti-corruption ("ABC") laws that CYF is subject to around the world.

1. INTRODUCTION

The UK government enacted legislation, the Bribery Act 2010 (the "Act"), to demonstrate its commitment to eradicate bribery and corruption in UK-based business organisations. CYF itself and its officers and employees could all face prosecution under the Act if they breach the Act. CYF is also subject to local ABC laws and regulations wherever it operates in the world.

There are serious criminal penalties for committing a bribery offence under the Act, including up to 10 years in prison or an unlimited fine for individuals. CYF may also have to pay a fine, the level of which is unlimited.

CYF takes a zero-tolerance approach to any form of bribery and corruption within its business and we expect our officers, employees and, where appropriate, business partners to conduct themselves in accordance with this Policy. CYF will actively investigate all breaches or suspected breaches of this Policy and, if appropriate, invoke disciplinary measures against any employee found to be involved in bribery and take prompt action to remedy the breach and prevent any repetition. In appropriate circumstances, CYF will also invoke contractual sanctions against any business partner who is found to have committed bribery-related offences.

What is bribery?

In general terms, bribery is committed where a person (A) offers or gives some benefit to another person (B) with the intention of influencing that person (B) or another person (C) to perform their functions and activities improperly. In such case, all those persons (A, B and C), as well as other persons who were complicit in the offence, may be guilty of bribery.

Remember:

· a bribe does not have to be cash. It can be any non-cash benefit such as the offer of tickets to a sporting event or the use of holiday accommodation;

· the person who receives the bribe is as guilty as the person who offers it even if it is unsolicited;

· the bribe could still be an offence under UK law if it is committed overseas, irrespective of whether it would be illegal under local law;

· stricter standards apply where dealing with public officials (in those cases, if a benefit is simply intended to 'influence' their activities, and not required under local law, it is a bribe - there is no requirement for 'improper performance'); and

· a bribe is a criminal offence.

2. SCOPE

2.1 Who must follow this Policy?

The Policy applies to:

· all divisions and subsidiaries of CYF

· all joint ventures (usually those in which CYF has 50% or more interest and/or management control) and their subsidiaries

· all directors, employees and volunteers of CYF

Depending on the circumstances, this Policy may also apply to joint ventures in which a CYF has a minority interest.

Compliance with this Policy is mandatory for all of the persons above and it is vital that all staff know the rules and comply with them.

Ultimately, however, no written policy can be all-inclusive and responsibility for proper and ethical conduct rests with you and other persons subject to this Policy. There is no substitute for personal integrity and good judgment.

We will also encourage the application of this Policy amongst our business partners, including joint venture partners and consortium members, and in some cases, our contracts with them will require them to comply with it.

Employees who engage third parties (such as agents, contractors or intermediaries) to work on behalf of CYF must seek to ensure that these parties are aware of this Policy. Such third parties may also be required to commit contractually to observe this Policy when working on our behalf if they do not have an adequate policy of their own (see paragraph 5.6(Prevention of bribery by Associates) below).

This Policy does not form part of any CYF employee's employment contract and may be amended and updated by CYF from time to time.

2.2 Raising concerns

Employees are encouraged to raise questions or concerns at the earliest possible stage about:

· the scope and application of the Act and this Policy;

· whether any particular payment or other act may be construed as a bribe or may be in breach of this Policy; or

· any instance or suspicion of malpractice or any action which could be construed as a bribe or may be a breach of this Policy.

Such concerns will be treated in the utmost confidence and should be raised with the Director of Operations, on 0044 7810 261 949 or roberta@codeyourfuture.io in the first instance. If the Director of Operations is not available, please contact the CEO german@codeyourfuture.io or using Protect Advice Line contact number 020 3117 2520.

Where, for whatever reason, you would be more comfortable in reporting any issues or concerns anonymously, you are encouraged to do so. Please see CYF's Whistleblowing Policy for details of our reporting procedures in this respect, and the steps we take to ensure your anonymity.

No employee will suffer demotion, penalty or other adverse consequences for refusing to pay bribes or refusing to participate in other corrupt practices even if this may result in CYF losing business.

3. MONITORING AND REVIEW

CYF will periodically review the implementation of this Policy in respect of its suitability, adequacy and effectiveness and is committed to making improvements as appropriate.

The designated person with overall responsibility for this Policy is Roberta Lifonso, Director of Operations, who will report the results of the monitoring and review activity to the Board of Trustees of CYF. Employees and business partners who are obliged to comply with this Policy will be notified of any resultant changes.

4. TRAINING

All staff are provided with a copy of the Policy upon joining, and must read through it, carefully. If any member of staff has any questions about the meaning or purpose of any provision within this policy, they should discuss this with either their immediate manager or the Director of Operations. The Policy is ancillary to the Staff Handbook, which is available to staff through the CYF Drive and on the CYF intranet here.

All staff will be required to undertake mandatory online training in relation to the Policy, which includes guidance on ABC issues, with 'red-flag' examples of issues that may arise in practice.

CYF will continue to review its ABC training at appropriate intervals to ensure that it is appropriate. Staff operating in high risk areas of the business may be asked to undertake supplementary, more detailed training from time to time.

5. POLICY

5.1 Key Principle

CYF prohibits bribery in any form whether direct or indirect through third parties. For the purposes of this Policy, bribery shall mean the offering, promising, giving, accepting, agreeing to accept or soliciting of an advantage as an inducement for an action which is illegal or a breach of trust.

5.2 Risk areas for CYF

CYF has conducted a thorough bribery risk assessment of all aspects of its business and operations and has identified the following areas as vulnerable to allegations of bribery:

· facilitation payments

· kickbacks

· corporate hospitality

· dealings with Associates (as defined below)

· political donations

· charitable contributions and sponsorships.

For more on each of these, see below. This list is not exhaustive and all staff should be mindful of the general anti-bribery principle underpinning this Policy in all of their conduct and dealings on behalf of CYF. This risk assessment will be repeated periodically and this section of the Policy will be updated accordingly in the light of any change of circumstances.

5.3 Facilitation payments

CYF prohibits the making of facilitation or "grease" payments. Facilitation payments are often described as unofficial payments made to secure or speed up routine actions, often by public officials, such as issuing permits, licences or consents, immigration controls, scheduling inspections associated with contract performance, providing services or releasing goods held in customs. The payment offered or requested may be small but it will still be a bribe unless it is permitted or required by written local law. Public officials include any person who works for or represents any state or local government organisation and any person who works for a business, which is owned by the state or local government – such as an airport.

Example: An "expediting" fee is required by a government official to issue a permit in circumstances where the legitimacy of the fee is not clear, or a fee is demanded which the official claims is legitimate but is higher than the published fee or appears to be disproportionately high given the action required.

Suggested response: You should consider the following action:

· firstly, payment should be resisted, particularly any payment in cash and/or payment directly to the official. You may want to use the illegality of the payment and the prospect of prosecution under the Act as a reason not to pay;

· if the official continues to demand payment, ask for documentary proof that the fee is payable;

· if the official cannot supply evidence that the fee is valid, you should again politely refuse to pay it or ask to see a more senior official;

· if this request is refused, or if the senior official is unhelpful, you should not make the payment and say to the official that you have noted their identity and that your employer will make a formal complaint to the official's employer and to the relevant authorities; and

· finally, you should report the incident to the Director of Operations as soon as practicable giving as much detail as possible so that we can make a meaningful record of the situation and decide what action to take to ensure that it is not repeated.

If you have no option other than to pay, perhaps because you have good reason to believe that you cannot escape serious harm unless you meet a demand for payment, you may make such a payment in these exceptional circumstances. You should report the incident to the Director of Operations without delay.

The report must state:

· why the payment was unavoidable;

· the purpose of the payment;

· the amount of the payment;

· the date it was made; and

· the identity of the recipient of the payment, and of any superior official to whom reference was made, if known.

5.4 Kickbacks

Contracting and procurement are the operational functions with the highest vulnerability to kickbacks. CYF has a zero tolerance of kickbacks. A kickback is the 'return' of an undue favour or service rendered, an illegal secret payment made as a return for a favour. A kickback is a bribe and the offer or receipt of any kickback is a criminal offence. A contractual rebate, discount or refund for bulk purchasing would not normally fall within the definition of a kickback.

CYF is committed to the highest standards of business integrity and will operate transparently and fairly in its business dealings. A payment should never be made to a commercial counterparty to win business or influence a business decision in CYF's favour. Kickbacks, secret commissions and similar payments made in the course of CYF's business are strictly prohibited.

5.5 Gifts and hospitality

See Appendix 1.

5.6 Prevention of bribery by Associates

Under the Act, CYF may become criminally liable where an act of bribery has been committed by a person, firm or company who is associated with CYF (such as an agent, intermediary or service provider). CYF's only defence is to be able to demonstrate that it had "adequate procedures" in place to prevent bribery being committed by someone associated with it.

Screening and due diligence procedures

CYF is in the process of implementing formal screening and due diligence procedures to be carried out in respect of its agents, advisers, contractors, intermediaries, joint venture partners, other representatives and volunteers ("Associates") to ensure that the highest ethical standards are maintained and to protect CYF from the risk of it being associated with illegal or corrupt payments or such payments being made on its behalf.

In the meantime, CYF only work with organisations which have in place and anti-bribery and anti-corruption policy and all our volunteers are required to sign a volunteer Agreement which include also a reference to the ABC law.

Monitoring procedures

Employees must keep compliance by Associates under review and report any suspected breaches of contractual obligations or unlawful conduct as set out below.

In your dealings with Associates, the following non-exhaustive list of "red flags" should put you on notice of possible bribery risks and should be reported to the Director of Operations:

· dealings in jurisdictions with a history of bribery and corruption (see the Transparency International Corruption Perceptions Index);

· close ties with the UK or any overseas Government or any Government agency in the UK or overseas;

· poor or non-existent anti-bribery policy or a reluctance to co-operate with screening and due diligence procedures;

· poor or non-existent records of monitoring compliance with its own anti-bribery policy;

· extensive use of third party agents and intermediaries, particularly in jurisdictions with a history of bribery and corruption;

· a client or a government official requests the use of a specific third party agent or intermediary;

· odd payments or unexplained accounts in financial records (if available for review);

· market rumours or allegations of inappropriate practices or requests for kickbacks;

· false or misleading documentation;

· adverse press comment on business dealings; and

· evidence of extravagant corporate hospitality, gifts or expenses.

5.7 Political donations

No one shall make any form of political donation or contribution where that donation or contribution is made as a way of obtaining an advantage for CYF in business transactions. For example, a donation or contribution linked in any way to a tender for a government contract or the obtaining of a permit or licence is prohibited.

A political contribution for these purposes would include any payment or donation to a political party or organisation in any country or to any lobbyist or lobbying group or to any candidate for election to public office in any country.

Where any political donations or contributions are to be made by or on behalf of CYF, they should only be made with the prior approval of the Director of Operations and will be publicly disclosed.

5.8 Charitable contributions and sponsorships

Charitable contributions should not be made by or on behalf of CYF if the contribution is or may in any way be interpreted as a means of buying influence in relation to any situation which may have an impact on CYF's business. For example, this may be the case if a charity is supported by a high profile individual who has influence over the decision relating to a tender by CYF.

Sponsorships by or on behalf of CYF shall only be made for bona fide charitable or public relations reasons and shall not be made in circumstances where there is or may be any inference of undue influence. Sponsorships should only be offered if they are supported by reasonable and transparent selection criteria. If there is any suggestion that providing local sponsorships or donations could be looked upon favourably by local government (particularly with regards to their decision-making in relation to CYF or any project being acted upon by CYF), then particular caution should be exercised.

Any charitable contribution or sponsorship by or on behalf of CYF should only be made with the prior approval of the Director of Operations and will be publicly disclosed.

6. ACKNOWLEDGEMENT

To confirm that you have read and understood this Policy, please sign and return Appendix 2 to the Director of Operations. If you do not fully understand any aspect of this Policy, please contact the Director of Operations for further assistance and guidance before you sign.

Appendix 1 GIFTS AND HOSPITALITY POLICY

1. Introduction

CYF recognises that offering or accepting gifts and hospitality is usually a legitimate contribution to building good business relationships. However, gifts and corporate hospitality may cross the line and become an illegal bribe if they are disproportionate. Directors and employees must exercise care when offering or accepting gifts and hospitality in order to protect their reputation and CYF's reputation against allegations of improper behaviour and to ensure that bribery laws are not breached.

Gifts include money, goods, services or loans given ostensibly as a mark of friendship or appreciation.

Hospitality includes entertaining, meals, accommodation, receptions, tickets to entertainment, social or sports events, participation in sporting events, such activities being given or received to initiate or develop relationships with business people or other third parties.

2. Gifts and hospitality that are never acceptable

Staff and other persons following this Policy shall never in the course of their activities for CYF:

· actively request or seek gifts, entertainment, favours, or anything of substance, directly or indirectly, from customers, vendors, suppliers, or others that do business or are trying to do business with CYF;

· accept the offer of hospitality where the host, or a representative of the host, will not be present;

· accept or offer cash or its equivalent or an unduly extravagant gift or offer of hospitality to or from customers, vendors, suppliers, or others that do business or are trying to do business with CYF;

· accept or offer a gift, entertainment, favour or anything of substance to or from any person if a sense of obligation is incurred in relation to the award of a contract or business to or by the relevant person or organisation;

· offer a gift, entertainment, favour or anything of substance to any foreign public official or any member of their family;

· offer a gift, entertainment, favour or anything of substance to any UK public official or any member of their family if it is in any way intended to, or an inference may be drawn that it is intended to, influence any action or decision which may have an impact on the business of CYF;

· accept a gift, entertainment, favour or anything of substance that would not be reciprocated by CYF; or

· accept or request a gift, entertainment, favour or anything of substance on behalf of any of your friends or family or offer any such thing to any friend or family member.

3. Gifts and hospitality that are usually acceptable without prior approval (subject to the self-approval test)

Where gifts and hospitality are sufficiently modest, value no more than £20.00 they should not require prior approval (subject to the self-approval test).

However, just because the value of the gift or entertainment appears modest does not necessarily mean it will be acceptable – in particular, the gift or entertainment should not be accepted or offered where the 'never acceptable' criteria above apply, regardless of the apparent value. If staff and other persons following this Policy are in any doubt as to whether those criteria apply (where a gift may never be acceptable), the value of the gift is not clear, or the gift otherwise appears inappropriate or disproportionate, then further guidance and/or approval should always be sought.

4. Self-approval test

You should ask yourself the following questions to determine whether a gift or hospitality is appropriate:

· what is the context or purpose of the gift or hospitality?

· is the gift or hospitality proportionate? Would the guest or the recipient (as appropriate) be able or likely to purchase something of comparable value reasonably routinely?

· would a person of a similar position to you regard the gift or hospitality as unduly extravagant in the circumstances?

· would you be embarrassed if your manager, colleagues or anyone outside CYF became aware of the gift or hospitality?

The following will usually be acceptable without prior approval:

· Infrequent meals with someone with whom we do business

· Occasional attendance at ordinary sports, theatre or other social events

· Gifts of nominal value

5. Gifts and hospitality that may be acceptable with prior approval from senior management

For anything that does not fit into the above categories, the gift or hospitality may or may not be acceptable. You must get approval from the Director of Operations or if the Director of Operations is not available, the CEO.

6. Benefits Registers

All gifts and hospitality must be recorded in the benefits register. This does not apply to nominal value items, such as promotional material or working meals. This register will be subject to management review.