Anti-Bribery and Corruption Policy

Introduction

The UK’s Bribery Act 2010 (“the Act”) came into effect on 1 July 2011, following publication of relevant guidance by the Department of Justice (“DoJ”). The scope of the Act includes all firms that conduct business in and/or manage it from the UK. Oberon Investments (‘Oberon’ or ‘the Firm’) has produced this Policy and Procedures Manual to demonstrate its intention to be compliant with the Act and how it will achieve its ongoing compliance.

The Act embraces four distinct offences, including the failure of the Firm to have in place adequate arrangements to prevent and detect bribery. The Guidance issued by the DoJ indicates the need for all firms to have a clear policy on the prevention of bribery as part of its arrangements for preventing and detecting bribery.

Our Policy Statement

Oberon Investments is committed to conducting business in an ethical and honest manner and is committed to implementing and enforcing systems that ensure bribery is prevented. Oberon has zero-tolerance for bribery and corrupt activities. We are committed to acting professionally, fairly, and with integrity in all business dealings and relationships, wherever in the country we operate.

The Firm’s reputation is built on values as a firm, the values of our employees and our collective commitment to acting with integrity throughout our organisation. The Firm condemns corruption in all its forms and will not tolerate it in its business or in those with whom the Firm does business. The direct or indirect offer of payment, soliciting or acceptance of bribes is unacceptable.

The Firm expects all personnel to read, understand and comply with this Policy. This Policy is also intended to be of help to all those doing business with the Firm or working with or for the Firm in any capacity.

Oberon recognises that bribery and corruption are punishable by up to ten years of imprisonment and a fine. If our company is discovered to have taken part in corrupt activities, we may be subjected to an unlimited fine, and face serious damage to our reputation. If any individual is convicted of a bribery offence, that person risks facing up to ten years in prison in addition to the consequences of the Firm’s disciplinary procedures being activated. It is with this in mind that we commit to preventing bribery and corruption in our business and take our legal responsibilities seriously.

Anyone having any questions about anything set out in this policy statement, or who needs to discuss any issue arising from it, please contact the Firm’s Compliance Officer.

The Offences

Introduction
The Act provides for four offences. These can be considered as:

Offering a bribe
Receiving a bribe
Bribing a foreign government official
Failure by a firm to put in place adequate and effective arrangements for the prevention and detection of bribery.

The Guidance issued by the DoJ focuses specifically on the fourth of the offences.

Offences can be committed by simply attempting to bribe another person or seeking to receive a bribe.

Bribes can take the form of money or any other form that can represent value and benefit to the recipient.

Who Is Covered By This Policy?
This anti-bribery policy applies to all employees (whether temporary, fixed-term, or permanent), consultants, trainees, interns, or anyone ‘associated’ with the Firm. ‘Associated’ includes all personnel and anyone else, personal, or impersonal, holding themselves out to be acting in the name of the Firm or otherwise acting on the Firm’s behalf. The policy also applies to Officers, Trustees, Board, and/or Committee members at any level.

The first three offences can all be committed by anyone ‘associated’ with the Firm. All three of these offences can be committed anywhere in the world; in that respect the Act has ‘extra-territorial’ applicability. The offences do not have to have been committed in the UK to be able to be prosecuted in the UK. Furthermore, the offences can be committed without the knowledge or permission of the Firm’s management. In these cases, the Firm can be liable if it cannot demonstrate the reasonableness and adequacy of the preventative arrangements that have been put in place.

The Six Principles

Introduction
The DoJ Guidance records six principles by which the adequacy and effectiveness of a firm’s anti-bribery arrangements can be assessed. These six principles are summarised as:

Adopting a risk-based approach
Top level commitment
Proportionate procedures
Communication (including training)
Due diligence
Monitoring and review

A Risk Based Approach
The DoJ Guidance recognises that firms falling into the Act’s scope cover all sorts of business activities, are of all sizes from one-man businesses to multi-national conglomerates, and that different types of business activity generate different levels of risk potential. Consequently, no ‘one size fits all’ approach to compliance can be appropriate. Instead, the expectation is that firms will adopt a proportionate approach to the compliance and preventative arrangements.

Senior management in the Firm judge the Firm’s bribery risk potential to be low and that no additional, substantive arrangements for compliance are required beyond those already in place and driven by compliance obligations in respect of FCA rules relating to the conduct of business.

Top Level Commitment
The Firm’s senior management are fully committed to compliance with the obligations of the Act. This commitment is not compromised by the low risk of bribery by the Firm and its associates as has been assessed by management.

Proportionate Procedures
The Firm’s status as a compliant FCA regulated firm has provided a regime of controls and procedures that are broadly sufficient to provide an ongoing compliant regime under the Act.

Communication (Including Training)
The Firm’s Personnel are made aware of the Act and its implications, both for the Firm and for them as individuals. Awareness is communicated to all personnel at the time of joining and refreshed at intervals thereafter. For operational convenience, communication on Bribery Act matters will be dealt with at the same time as anti-money laundering training is delivered. Any relevant, specific job training needs that may be identified from time to time will be addressed on an arising basis.

What Constitutes Bribery?

Introduction
Bribery refers to the act of offering, giving, promising, asking, agreeing, receiving, accepting, or soliciting something of value or of an advantage so to induce or influence an action or decision.

A bribe refers to any inducement, reward, or object/item of value offered to another individual in order to gain commercial, contractual, regulatory, or personal advantage.

Bribery is not limited to the act of offering a bribe. If an individual is on the receiving end of a bribe and they accept it, they are also breaking the law.

Bribery is illegal. Employees must not engage in any form of bribery, whether it be directly, passively (as described above), or through a third party (such as an agent or distributor). They must not bribe a foreign public official anywhere in the world. They must not accept bribes in any degree and if they are uncertain about whether something is a bribe or a gift or act of hospitality, they must seek further advice from the company’s Firm’s Compliance Officer.

Gifts, Hospitality And Entertainment
The concepts of gifts, hospitality and entertainment are all recognised as having potential to be used or construed as bribes. The DoJ Guidance makes clear that the Act is not intended to prevent the provision of gifts, hospitality, and entertainment in the normal course of business, provided it is not excessive when considered in the circumstances of each individual case.

In this respect, the DoJ Guidance can be seen as being consistent with the obligations in the FCA’s Conduct of Business Rules; the Firm judge’s compliance with the latter to achieve compliance with the spirit of the Guidance on this matter.

This policy does not prohibit normal and appropriate gifts and hospitality (given and received) to or from Third Parties unless otherwise specifically stated. However, we have specific internal policies and procedures which provide guidance to employees as to what is to be regarded as normal and appropriate gifts and hospitality in terms of financial limits, subject to the principles set out below (the Overriding Principles), namely that any gift or hospitality:

must not be made with the intention of improperly influencing a Third Party or Employee to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits.
must comply with local law in all relevant countries.
must be given in the name of the organisation, not in an individual’s name.
must not include cash or a cash equivalent.
must be appropriate in the circumstances.
must be of an appropriate type and value and given at an appropriate time taking into account the reason for the gift.
must be given openly, not secretly.
in the case of gifts, they must not be offered to, or accepted from, government officials or representatives, politicians, or political parties, without the prior approval of either the Firm’s Firm’s Compliance Officer.

What is not acceptable?
It is not acceptable for any Employee (or someone on their behalf) to:

give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that they or the Firm will improperly be given a business advantage, or as a reward for a business advantage already improperly given.
give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to facilitate or expedite a routine procedure.
accept payment from a Third Party where it is known or suspected that it is offered or given with the expectation that the Third Party will improperly obtain a business advantage.
accept a gift or hospitality from a Third Party where it is known or suspected that it is offered or provided with an expectation that a business advantage will be improperly provided by the Firm in return.
threaten or retaliate against another Worker who has refused to commit a bribery offence or who has raised concerns under this policy; or
engage in any activity that might lead to a breach of this policy.

Personnel who are in any way uncertain on such issues must seek appropriate guidance and authority from the Compliance Officer before entering into any potentially relevant commitment.

Facilitation Payments And Kickbacks
Oberon does not accept and will not make any form of facilitation payments of any nature. We recognise that facilitation payments are a form of bribery that involves expediting or facilitating the performance of a public official for a routine governmental action. We recognise that they tend to be made by low level officials with the intention of securing or speeding up the performance of a certain duty or action.

Oberon does not allow kickbacks to be made or accepted. We recognise that kickbacks are typically made in exchange for a business favour or advantage.

Political Contributions
Oberon will not make donations, whether in cash, kind, or by any other means, to support any political parties or candidates. We recognise this may be perceived as an attempt to gain an improper business advantage.

Charitable Contributions
Oberon accepts (and indeed encourages) the act of donating to charities – whether through services, knowledge, time, or direct financial contributions (cash or otherwise) – and agrees to disclose all charitable contributions it makes.

Employees must be careful to ensure that charitable contributions are not used to facilitate and conceal acts of bribery.

We will ensure that all charitable donations made are legal and ethical under local laws and practices, and that donations are not offered/made without the approval of Firm’s Compliance Officer.

Employee Responsibilities
As an employee of Oberon, you must ensure that you read, understand, and comply with the information contained within this policy, and with any training or other anti-bribery and corruption information you are given.

All employees and those under our control are equally responsible for the prevention, detection, and reporting of bribery and other forms of corruption. They are required to avoid any activities that could lead to, or imply, a breach of this anti-bribery policy.

If you have reason to believe or suspect that an instance of bribery or corruption has occurred or will occur in the future that breaches this policy, you must notify the Firm’s Compliance Officer.

If any employee breaches this policy, they will face disciplinary action and could face dismissal for gross misconduct. Oberon has the right to terminate a contractual relationship with an employee if they breach this anti-bribery policy.

What To Do If You’re A Victim Of Bribery Or Corruption
You must tell the Firm’s Compliance Officer as soon as possible if you are offered a bribe by anyone, if you are asked to make one, if you suspect that you may be bribed or asked to make a bribe in the near future, or if you have reason to believe that you are a victim of another corrupt activity.

How To Raise A Concern
If you suspect that there is an instance of bribery or corrupt activities occurring in relation to Oberon, you are encouraged to raise your concerns at as early a stage as possible. If you’re uncertain about whether a certain action or behaviour can be considered bribery or corruption, you should speak to your line manager, the Firm’s Compliance Officer, or senior management.

Oberon has familiarised all employees with its whistleblowing procedures, so employees can vocalise their concerns swiftly and confidentially.

Protection
If you refuse to accept or offer a bribe or report a concern relating to potential act(s) of bribery or corruption, Oberon understands that you may feel worried about potential repercussions. Oberon will support anyone who raises concerns in good faith under this policy, even if investigation finds that they were mistaken.

Oberon will ensure that no one suffers any detrimental treatment as a result of refusing to accept or offer a bribe or other corrupt activities or because they reported a concern relating to potential act(s) of bribery or corruption.

Detrimental treatment refers to dismissal, disciplinary action, treats, or unfavourable treatment in relation to the concern the individual raised.

If you have reason to believe you’ve been subjected to unjust treatment as a result of a concern or refusal to accept a bribe, you should inform your line manager, HR or the Firm’s Compliance Officer immediately.

Training And Communication
Oberon will provide training on this policy as part of the induction process for all new employees. Employees will also receive regular, relevant training on how to adhere to this policy, and will be asked annually to formally accept that they will comply with this policy.

Oberon will provide relevant anti-bribery and corruption training to employees etc. where we feel their knowledge of how to comply with the Bribery Act needs to be enhanced.

Record Keeping
Oberon will keep detailed and accurate financial records and will have appropriate internal controls in place to act as evidence for all payments made. We will declare and keep a written record of the amount and reason for hospitality or gifts accepted and given and understand that gifts and acts of hospitality are subject to managerial review.

Due Diligence
Due diligence in the context of the Act does not share the same definition as ‘customer due diligence’ (“CDD”) from the Money Laundering Regulations 2007. Nevertheless, serving the one obligation can assist in fulfilling the other and vice versa. Insofar as bribery issues are concerned, there is an ongoing obligation on all associated with the Firm to be alert to any possible infringement of the Act and to promptly report any such situations to the Compliance Officer. The obligation to be satisfied as to the integrity of third parties prior to entering into business with them, be they clients or otherwise, means that when satisfaction is gained as a result of undertaking CDD, that can contribute to the satisfaction required for the prevention of bribery.

Monitoring And Review
Oberon’s Firm’s Compliance Officer is responsible for monitoring the effectiveness of this policy and will review the implementation of it on a regular basis. They will assess its suitability, adequacy, and effectiveness.

Any need for improvements will be applied as soon as possible. Employees are encouraged to offer their feedback on this policy if they have any suggestions for how it may be improved. Feedback of this nature should be addressed to the Firm’s Compliance Officer.

This policy does not form part of an employee’s contract of employment and Oberon may amend it at any time so to improve its effectiveness at combatting bribery and corruption.

No special or additional measures have been required to augment established arrangements for authorising, monitoring, and accounting for disbursements through the settlement of invoices, expenses claims or any other means. All personnel know that the law requires that they be constantly alert to any knowledge or suspicion of bribery and the requirement that such knowledge or suspicion be brought to the attention of the Compliance Officer immediately.

When warranted, reporting knowledge or suspicion internally can be dealt with in accordance with the Firm’s established ‘whistle blowing’ arrangements and thereby will be within the protections offered by the Public Interest Disclosure Act 1998.