ANTI-BRIBERY, CORRUPTION AND ETHICS POLICY
1.0 POLICY STATEMENT
The Motive Offshore Group (‘Motive’) operate around the world and we pride ourselves on our reputation for acting fairly and ethically wherever we do business. Our reputation is built on our values as a company, the values of our employees and our collective commitment to acting with integrity throughout our organisation.
We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly, ethically and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery and corruption.
Motive condemns corruption in all its forms, and we will not tolerate it in our business or in those we do business with. From the confines of our working environments, it is sometimes difficult to grasp the scale of the damage that bribery does to societies. It is not a victimless crime; far from it:
Our Anti-Bribery, Corruption and Ethics Policy sets out in detail how Motive Offshore Group employees should behave and what they should do if they are confronted with corruption. We expect that all of Motive Offshore Group employees will embrace these values and use them in all aspects of day-to-day work.
Adherence to this Policy is for the benefit of our employees as much as for Motive’s. If convicted of a bribery offence, Motive might get a significant fine and suffer lasting reputational damage. If Motive personnel are convicted of a bribery offence, Motive employees could face up to ten years in prison. The potential harm done by bribery, both to Motive and employees, is long term and hugely outweighs any potential short-term gain. Bribery is just not worth the risk. The Motive Offshore Group therefore take our legal responsibilities very seriously.
Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate thereafter.
2.1 The Chief Executive Officer has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it.
2.2 Motive Offshore Group’s Leadership Team has primary and day-to-day responsibility for implementing this policy, monitoring its use and effectiveness, dealing with any queries about it, and for reporting any potential breaches to the HR Department immediately.
2.3 Motive Offshore Group Line Management, Supervisors and Chargehands at all levels are responsible for ensuring those reporting to them understand and comply with this policy and are given adequate and regular training on it.
2.4 The Motive Offshore Group HR Department is responsible for investigating any reported breaches of this policy and for following the Disciplinary Procedures as relevant.
2.5 This policy applies to all persons working for the Motive Offshore Group and employees of other companies that are part of the Motive Offshore Group or on our behalf in any capacity. This includes employees at all levels, Directors, Officers, Managers, Chargehands, Employees, Agency workers, Seconded Workers, Volunteers, Interns, Agents, Contractors / Sub-Contractors, External Consultants, Third-Party Representatives and Business Partners, Share Holders, Sponsors, or any other person associated with us, wherever located.
All employees are responsible for adhering to the requirements of this Policy; undertaking the relevant training; reporting any concerns or breaches of this Policy and for declaring any gifts received from 3rd parties.
Term / Abbreviation
Third party means any individual or organisation you come into contact with during the course of your work for us, and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.
Bribery means offering, promising, giving or accepting any financial or other advantage, to induce the recipient or any other person to act improperly in the performance of their functions, or to reward them for acting improperly, or where the recipient would act improperly by accepting the advantage
Advantage includes money, gifts, loans, fees, hospitality, services, discounts, the award of a contract or anything else of value.
Improper Acts include acting illegally, unethically, or contrary to an expectation of good faith or impartiality, or where they abuse a position of trust. The improper acts may be in relation to any business or professional activities, public functions, acts in the course of employment, or other activities by or on behalf of any organisation of any kind.
An abuse of entrusted power or position for private gain
Includes any person employed by the Motive Offshore Group including employees of Flowline Specialists Ltd and employees of any other company that is part of the Motive Offshore Group. This also includes full time, part time, zero hour, agency, temp, volunteer, Contractor, Sub-Contractors, Share-Holders, Directors, Managers, Chargehands, Trainees, Consultants etc.
Motive/Motive Offshore Group
Motive Offshore Group including Flowline Specialists and any other company that is part of the Motive Offshore Group
Facilitation payments also known as "back-handers" or "grease payments", are typically small, unofficial payments made to secure or expedite a routine or necessary action (for example by a government official). They are not common in the UK but are common in some other jurisdictions in which we operate.
Kickbacks are typically payments made in return for a business favour or advantage.
4.0 MOTIVE OFFSHORE GROUP PERSONNEL RESPONSIBILITIES
4.1 All Motive Offshore Group Employees must read, understand and comply with this policy.
4.2 The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. Motive Offshore Group employees are required to avoid any activity that might lead to, or suggest, a breach of this policy.
4.3 Motive Offshore Group employees must notify their manager or the HR Department as soon as possible if they believe or suspect that a conflict with this policy has occurred or may occur in the future. For example, if a client or potential client offers something to gain a business advantage with us, or indicates to the Motive Offshore Group employee that a gift or payment is required to secure their business. Further "red flags" that may indicate bribery or corruption are set out in clause 14.0.
4.4 Employees must declare (honestly and accurately) all offers of gifts or hospitality regardless of value. All offers must be declared whether accepted or declined.
4.5 Declarations must be recorded on Motive Offshore Group’s Gifts & Hospitality Register.
4.6 Registration and approval to accept any gifts or hospitality is required in advance. Where this is not possible, a retrospective entry should be made as soon as reasonably practicable (within two working days).
4.7 If the offer is made to a number of employees in the context of an existing business (or potential business) relationship, then each employee is responsible for registering the offer.
4.8 If any spouse, partner, children, parents or other associates of any employee were to be offered any gift or hospitality which is in connection with your employment, for the purposes of this policy, such gift/hospitality shall be treated as having been offered to the employee and the terms of this policy apply to the question of whether such gift/hospitality can be accepted.
5.0 WHAT MOTIVE OFFSHORE GROUP EMPLOYEES MUST NOT DO
It is not acceptable for Motive Offshore Group Employees (or someone on their behalf) to:
(a) give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;
(b) give or accept a gift or hospitality during any commercial negotiations or tender process, if this could be perceived as intended or likely to influence the outcome;
(c) accept a payment, gift or hospitality from a third party that is known, or suspect is offered with the expectation that it we will provide a business advantage for them or anyone else in return;
(d) accept hospitality from a third party that is unduly lavish or extravagant under the circumstances.
(e) offer or accept a gift to or from government officials or representatives, or politicians or political parties, without the prior approval of a Director;
(f) threaten or retaliate against another individual who has refused to commit a bribery offence or who has raised concerns under this policy; or engage in any other activity that might lead to a breach of this policy
6.0 FACILITATION PAYMENTS AND KICKBACKS
6.1 We do not make, and will not accept, facilitation payments or "kickbacks" of any kind. This also applies to any employee required to travel who may be faced with the opportunity to provide a facilitation payment.
Facilitation payments are typically “off record” or “unofficial” payments made to secure or expedite a routine government action by a government official.
Typically, a bribe demander will use explicit or implied threats of delay, inconvenience, business cost or some other undesirable outcome.
Bribes can also be solicited by an official with the inducement of a faster service, overlooking incomplete paperwork, or some other benefit, and may also be offered by the bribe payer to obtain such benefit.
Economic or other coercion such as travel delay, however costly or inconvenient, may appear valid reasons for making a payment but are not legal grounds for paying a small bribe. E.g. A bribe of £20 paid to a passport official may seem small to the employee, but the average daily wage in the country may be only £2. Payment of such a bribe is illegal, regardless of which country the bribe occurs in. However, where an employee believes there is a genuine threat to life, limb or liberty there may be a legal defence for such a payment.
Kickbacks are typically payments or agreements made in return for a commercial favour or advantage.
Some examples of activities that are considered kickbacks are as follows:
- Making arrangements with or favouring certain suppliers to provide certain arrangements in return for gifts, payments or extravagant hospitality (regardless of who is in receipt of the gift etc.) – e.g. preferring to use a logistics company who provides the employee or their family/friends with corporate hospitality at a football stadium
- Making arrangements with or favouring certain suppliers to provide certain arrangements in return for a family member to receive a job placement.
- Negotiating with the supplier to charge for services not carried out or inflating actual costs in order to channel the money back to the employee.
- Offering a client during tendering/contract renewals any of the above
There may be legitimate business arrangements where discounts or rebates are received and should not be confused with a “kickback”. For example, a business arrangement may be agreed with a travel company to “rebate” travel points to the company to enable the travel points to be used for other future business travel.
6.2 Motive Offshore Group employees must avoid any activity that might lead to a facilitation payment or kickback being made or accepted by us or on our behalf, or that might suggest that such a payment will be made or accepted. If employees are asked to make a payment on our behalf, the employee should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. Employees should always ask for a receipt, which details the reason for the payment. If any employee has any suspicions, concerns or queries regarding a payment, they should raise these with their Line Manager or HR Department immediately.
7.0 GIFTS, HOSPITALITY AND EXPENSES
7.1 This policy allows reasonable and appropriate hospitality or entertainment given to or received from third parties, for the purposes of:
(a) establishing or maintaining good business relationships;
(b) improving or maintaining our image or reputation; or
(c) marketing or presenting our products and/or services effectively.
7.2 The Motive Offshore Group requires that a formal record be kept of gifts and hospitality received by employees or associated persons. It is not the intention that every trivial item be recorded.
Receipt of gifts or hospitality must be declared prior to acceptance to ensure compliance with this Policy and will be subject to audit. Failure to declare or providing false information may result in disciplinary action leading up to dismissal via Gross Misconduct. Please refer to the traffic light system in section 7.6 for further information.
Gifts and hospitality should be declared by completing the online Gift Declaration form.
7.2 The giving and accepting of gifts are allowed if the following requirements are met:
(a) it is not made with the intention of influencing a third party 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;
(b) it is given in the Companies name and not in the name of the employee;
(c) it does not include cash or a cash equivalent (such as gift certificates or vouchers);
(d) it is appropriate in the circumstances, taking account of the reason for the gift, its timing and value. For example, in the UK it is customary for small gifts to be given to existing clients at Christmas;
(e) it is given openly, not secretly; and
(f) it complies with any applicable local law.
(g) Necessary requisitions and purchase orders have been raised and approved prior to the purchase of such gifts with clear justification provided.
7.3 Receipt of promotional gifts of low value such as branded stationery from existing customers, suppliers and business partners etc. will usually be acceptable and not required to be recorded on the Gift Register. Should any doubt exists over whether a gift should be declared or not, always err on the side of caution and declare it within the Gift Register by raising the online Gift Declaration Form. Please refer to the Traffic Light System in section 7.6 for the receipt of gifts and hospitality.
7.4 Reimbursing a third party's expenses or accepting an offer to reimburse our expenses (for example, the costs of attending a business meeting) would not usually amount to bribery. However, a payment in excess of genuine and reasonable business expenses (such as the cost of an extended hotel stay) is not acceptable.
7.5 We appreciate that practice varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift, hospitality or payment is reasonable and justifiable. The intention behind it should always be considered.
7.6 Receiving Gifts & Hospitality Traffic Light System
8.1 The Motive Offshore Group does not make contributions to political parties.
8.2 We only make charitable donations that are legal and ethical under local laws and practices. No donation must be offered or made without the prior approval of a Director.
9.1 We must keep financial records and have appropriate internal controls in place, which will evidence the business reason for making payments to third parties.
9.2 All Motive Offshore Group employees must pre-declare and keep a written record of all hospitality or gifts given or received within the online gift declaration form, which will be subject to managerial review.
9.3 You must submit all expenses claims relating to hospitality, gifts or payments to third parties in accordance with our Expense Claim Policy (MOG-B-FIN-POL-001) and record the reason for expenditure.
9.4 All accounts, invoices, and other records relating to dealings with third parties including suppliers and customers should be prepared with strict accuracy and completeness. Accounts must not be kept "off-book" to facilitate or conceal improper payments.
10.0 HOW TO RAISE A CONCERN
10.1 Motive Offshore Group employees are encouraged to raise concerns about any issue or suspicion of bribery or corruption at the earliest possible stage.
10.2 If a Motive Offshore Group employee is offered a bribe, or are asked to make one, or if they believe or suspect that any bribery, corruption or other breach of this policy has occurred or may occur, the Motive Offshore Group employee must notify their Line Manager or the HR Department as soon as possible.
10.3 If doubt exists about whether a particular act constitutes bribery or corruption, it should be raised with a Manager or HR Department immediately.
11.1 Individuals who refuse to accept or offer a bribe, or who raise concerns or report another's wrongdoing, are sometimes worried about possible repercussions. We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.
11.2 We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place or may take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern.
11.3 Reference can also be made to the Whistleblowing Policy (MOG-B-HRM-POL-020) which details how matters raised will be dealt with to ensure protection of personnel raising concerns.
12.0 TRAINING AND COMMUNICATION
12.1 All Motive Offshore Group personnel shall undergo awareness training in Antibribery and Corruption. Training on this policy forms part of the induction process for all individuals who work for us. All revisions of this Policy shall be transmitted to all Motive Offshore Group in accordance with the Document Control Procedure (MOG-B-QAM-PRO-001). All Motive Offshore Group employees shall be required to sign to confirm receipt, understanding and adherence to this Policy.
13.0 BREACHES OF THIS POLICY
13.1 Employee’s may be subject to audit/review at any time in connection with their compliance with this policy.
13.2 Failure to comply with this policy could result in accusations of improper conduct, criminal liability under the UK Bribery Act 2010 and other Global legislation and resulting fines or penalties for both employees and the Motive Offshore Group.
13.3 Any employee who breaches this policy will face disciplinary action, which could result in dismissal for misconduct or gross misconduct.
13.4 We may terminate our relationship with other individuals and organisations working on our behalf if they breach this policy.
14.0 POTENTIAL RISK SCENARIOS: "RED FLAGS"
The following is a list of possible red flags that may arise during the course of working for the Motive Offshore Group and which may raise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only.
If an employee encounters any of these red flags while working for us, it must be reported promptly to a Line Manager or HR Department:
(a) If the employee becomes aware that a third party engages in, or has been accused of engaging in, improper business practices;
(b) They learn that a third party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a "special relationship" with foreign government officials;
(c) a third party insists on receiving a commission or fee payment before committing to sign up to a contract with us, or carrying out a government function or process for us;
(d) a third-party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;
(e) a third-party request that payment is made to a country or geographic location different from where the third party resides or conducts business;
(f) a third party requests an unexpected additional fee or commission to "facilitate" a service;
(g) a third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;
(h) a third-party request that a payment is made to "overlook" potential legal violations;
(i) a third-party request that you provide employment or some other advantage to a friend or relative;
(j) they receive an invoice from a third party that appears to be non-standard or customised;
(k) a third party insists on the use of side letters or refuses to put terms agreed in writing;
(l) they notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided;
(m) a third party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to us; or
(n) they are offered an unusually generous gift or offered lavish hospitality by a third party.
If an employee has any doubts about anything at all, the employee can speak to a member of the management team or HR Department in complete confidence. We are committed to eradicating corruption and we will stand by you in acting ethically.
Integrity. Motive Offshore Group employees must not compromise their integrity. If they think something is wrong, ALWAYS report it. Motive Offshore Group employees must not allow themselves to be forced into doing something they know, or suspect is wrong.
Genuineness. Always pay genuine prices for genuine goods and services. Never pay over the odds. Agents who ask for especially large fees or commissions may do so in order to pay bribes on behalf of the employee. If this happens, the Motive Offshore Group employee will be responsible. Excessive payments are obvious and will always be uncovered.
Honesty. All Motive Offshore Group employees should act honestly and in good faith at all times and in all aspects of work.
Transparency. Keep accurate records (including all invoices and receipts) of everything, especially in relation to any payments made and what they are for. Full and accurate records demonstrate complete transparency and that the employee has nothing to hide.
Last updated: November 2023