ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

Preamble:

 

A:  The name of this organization is Luna Pharma Consulting Ltd. (hereinafter referred to as “Luna Pharma” or “The Company”) of The House High Street Brenchley, Kent, TN12 7NQ (hereinafter referred to as “The Registered Address”) (UK Registration Number: 10241868). The shortened name may also be an acronym, and if an acronym is used, this Policy Document may - after stating the full name of the organization - show also from time-to-time the shortened name “Luna Pharma” or its acronym “LPC” in all publicity materials and correspondence.

B:  The officers of Luna Pharma Consulting Ltd. make up the Executive Board of Luna Pharma Consulting Ltd. (hereinafter referred to as the ‘Board’).

C:  The Director of Luna Pharma Consulting Ltd. is Ms. Gulce BELGIN (hereinafter referred to as “The Director”).

D:  The Law which governs this policy document of Luna Pharma Consulting Ltd. is the Bribery Act 2010 (hereinafter referred to as “The Act”).

 

1.         WHAT DOES THE POLICY COVER?

1.1  This anti-bribery policy exists to set out responsibilities of the Company, and of those working for it, in observing and upholding our position on bribery and corruption; and to provide information and guidance to those working for the Company on how to recognise and deal with bribery and corruption issues.

2.         POLICY STATEMENT

2.1  It is the Company’s policy to conduct its business in an honest and ethical manner and to implement and enforce systems that ensure bribery is prevented.

2.2  The Company takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all its business dealings and relationships wherever the Company operates.

2.3  The Company will uphold all laws relevant to countering bribery and corruption including the Bribery Act 2010 (‘the Act’), in respect of its conduct both at home and abroad.

2.4  The Company recognizes that bribery and corruption are punishable for individuals by up to ten years' imprisonment and if the Company is found to have taken part in corruption it could face an unlimited fine, be excluded from tendering for public contracts and face damage to its reputation. The Company therefore takes its legal responsibilities very seriously.

3.         WHO IS COVERED BY THE POLICY?

3.1  This policy applies to all individuals working at all levels and grades, and includes all employees (whether permanent, fixed-term or temporary), honorary staff, consultants, contractors, trainees, seconded staff, homeworkers, casual workers and agency staff, volunteers, interns, agents, sponsors, or any other person associated with us, or any of our subsidiaries or their employees, wherever located (collectively referred to as workers in this policy). The Act applies to conduct both within and outside the UK.

3.2  In this policy, third party means any individual or organisation you come into contact  with during the course of your work for the Company, and includes business partners and their agents, external funders, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.

3.3  Any arrangements the Company makes with a third party is subject to clear contractual terms, including specific provisions that require the third party to comply with minimum standards and procedures relating to anti-bribery and corruption.

3.4  A reference to obtaining written approval in this policy includes obtaining approval by e-mail.

4.         WHAT IS BRIBERY?

4.1  Bribery is 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.

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

4.3  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.

4.4  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 director.

4.5  At the end of this document there is a schedule setting out some scenarios that illustrate potential bribery.

5.         WHAT IS AND IS NOT ACCEPTABLE?

5.1 This section of the policy aims to regulate the followings:

  • Hospitality, Gifts and Entertainment

  • Facilitation payments and kickbacks

  • Political Donations​

5.2  Gifts, hospitality, and entertainment must be modest, reasonable and infrequent, and must never be promised, offered, or provided with the intent of causing the receiving party to do something favouring the Company, to reward such behaviour, or to refrain from doing something disadvantaging the Company.

5.3  In addition to the requirements set out below, you must register any gifts or hospitality given or received with an estimated value in excess of £100.00 (or €100.00) with either your Manager or The Director. The details of how to do this are set out in Paragraph 7.2 below. Further, you must obtain the written approval (which includes by e-mail) of your Manager in relation to any gifts or hospitality given or received with an estimated monetary value in excess of £500.00 (or €500.00) (see paragraph 7.2 below). You may register or obtain consent on a voluntary basis in relation to gifts or hospitality below the relevant figures. Paragraph 5.6.2 also contains a registration requirement.

5.4  The Company recognises that the practice of the giving and receiving of business gifts or hospitality 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 or hospitality is reasonable and justifiable. The intention behind the gift or hospitality should always be considered.

5. 5  HOSPITALITY

5.5.1  This policy does not prohibit normal and appropriate hospitality (given and received) to or from third parties, for the purposes of establishing or maintaining good business relationships or improving or maintaining our reputation or image.

5.6  GIFTS

5.6.1 The giving or receipt of gifts is not prohibited, if the following requirements are met:

  • 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;

  • it is given in the Company’s name, not in your name;

  • it does not include cash or a cash equivalent (such as gift certificates or vouchers);

  • it is appropriate in the circumstances. For example, in the UK it is customary for small gifts to be given at Christmas time.

  • considering the reason for the gift, it is of an appropriate type and value and given at an appropriate time;

  • and it is given openly, not secretly.​

5.6.2  Gifts should not be offered to, or accepted from, government officials or representatives, or politicians or political parties, without the prior approval of The Manager or The Director who can be contacted on gulce.belgin@lunapharmaconsulting.com. Any such gifts must be registered regardless of value.

 [a1]In accordance with your settled business practices (and in light of your contractual obligations towards your clients), you may consider preparing additional policies on your company's gift and hospitality procedures. Although there is no such requirement for Luna Pharma to have policies that are identical to its clients' policies (since obviously Luna Pharma is an independent company that has its own policy and procedures in place), having policies that do not clearly contradict with the clients' policies is still advisable. You may therefore consider asking for Novartis' policies/procedures for TPIs (if you have not been provided with already), and see how compliant you are with these.   

5.7  WHAT IS NOT ACCEPTABLE?

5.7.1  It is not acceptable for you (or someone on your behalf) to:

  •  give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that either a personal or business advantage will be received, or to reward either a personal or business advantage already 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 that you know or suspect is offered with the expectation that it will obtain either a personal or business advantage for them;

  • accept a gift or hospitality from a third party if you know or suspect that it is offered or provided with an expectation that either a personal or business advantage will be provided by the Company in return;

  • accept a gift or hospitality from a third party who is tendering for a contract to be awarded by the Company either on its own or jointly with other parties and for a period of three months after the award of the contract;

  • turn a blind eye to any of the above;

  • 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.

5.8  FACILITATION PAYMENTS AND KICKBACKS

5.8.1  The Company does not make, and will not accept, “facilitation payments” or "kickbacks" of any kind. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government action by a government official. Kickbacks are typically payments made in return for a business favour or advantage.

5.8.2  If you are asked to make a payment on the Company’s behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt which details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these with The Manager or The Director.

5.8.3  All employees must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by the Company.

5.9 DONATIONS

We do not make any contributions to political parties.

 

6. RESPONSIBILITIES

6.1  As an employee of Luna Pharma, 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.

6.2  All employees and others working for the Company under our control are responsible for the prevention, detection and reporting of bribery and other forms of corruption. They are required to avoid any activity that might lead to, or suggest, a breach of this policy.

6.3  If you believe or suspect that a conflict with this policy has occurred, or may occur in the future, you must notify The Manager or The Director as soon as possible. If you are unsure whether a particular act constitutes bribery or corruption, please contact The Manager or The Director.

6.4  Any employee who breaches this policy will face disciplinary action, which could result in dismissal for gross misconduct. We reserve our right to terminate our contractual relationship with other workers if they breach this policy.

 

7. RECORD-KEEPING

7.1 The Company must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.

7.2  If you are required to register a gift or hospitality under this policy you must complete the Gifts and Hospitality Registration form and send it to either your Manager or The Director who will maintain a Register of Gifts and Hospitality (which can consist of storing the forms electronically). You must register any gift or hospitality within 28 days. Requests to your Manager for written approval (which includes by e-mail) of gifts or hospitality must be submitted in advance where possible to allow time for a decision to be made.

7.3  You must ensure that all claims relating to hospitality and gifts and other payments to third parties are submitted in accordance with the relevant Company policy and specifically record the reason for the expenditure.

7.4  All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept "off-book" to facilitate or conceal improper payments.

8. RISK ASSESSMENT AND KNOWING WHO YOU ARE DEALING WITH

8.1  The Manager or The Director will review annually the corruption and bribery risk that the Company faces.

8.2  It is also the responsibility of all workers to bring to the attention of The Manager or The Director any potential new risk which may arise when it arises, rather than waiting to report it in the annual risk assessment.

8.3  All workers must understand who they are doing business with and guidance on this issue can be obtained from The Manager or The Director. This process is known as due diligence.

 

9. WHAT TO DO IF YOU BECOME INVOLVED IN BRIBERY OR CORRUPTION

9.1  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, you must tell The Manager or The Director of the Company as soon as possible.

 

10. PROTECTION

10.1  Workers who refuse to accept or offer a bribe, or those who raise concerns or report another's wrongdoing, are sometimes worried about possible repercussions.

10.2  The Company aims 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.

10.3  The Company is 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. If you believe that you have suffered any such treatment, you should inform The Manager or The Director immediately.

 

11. TRAINING AND COMMUNICATION

11.1  The Company will provide training on this policy as part of the onboarding of all new employees.

11.2  The Company will also give relevant training to its employees regularly, on how to adhere to this policy. The employees will be asked to formally acknowledge the receipt of such trainings and to formally accept that they will comply with the policy.

11.3  The Anti-Bribery Policy is made clearly and communicated to all members of staff.

11.4  Luna Pharma’s zero-tolerance approach to bribery and corruption should be clearly communicated to all suppliers, contractors, business partners and any other third-parties that Luna Pharma engages with at the outset of business relations, and as appropriate thereafter.

11.5  A standard Anti-Corruption and Bribery clause should be inserted into all contracts where possible and where not, the contract should contain a clause that provides the Company with the same level of protection as afforded by the standard clause unless otherwise advised by The Manager or The Director.

11.6  As good practice, all businesses should provide their employees with anti-bribery training where there is a potential risk of facing bribery or corruption during work activities.

 

12.  WHO IS RESPONSIBLE FOR THE POLICY?

12.1 The Manager or The Director has primary and day-to-day responsibility for implementing this policy, for monitoring its use and effectiveness and dealing with any queries on its interpretation.

 

13.  MONITORING AND REVIEW

13.1  The Manager or The Director will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy and effectiveness. Any improvements identified will be made as soon as possible.

13.2  All workers are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing.

13.3  Workers are invited to comment on this policy and suggest ways in which it might be improved.

13.4  Comments, suggestions and queries should be addressed to The Manager or The Director.

13.5  This policy does not form part of any employee's contract of employment and it may be amended at any time. You will be notified of any changes to this policy by the placing of updated versions of it on the Company’s website so please refer to the website for the most up to date version.

 

SCHEDULE

Potential risk scenarios:

The following is a list of possible scenarios that may arise during the course of your employment or association with the Company and which may raise concerns under anti-bribery and anti-corruption laws. The list is not exhaustive and is for illustration only.

If you encounter any of these situations while working for the Company, you must report them promptly to The Manager or The Director OR using the procedure set out in the Policy on Public Interest Disclosure:

  • you become aware that a third party engages in, or has been accused of engaging in, improper business practices;

  • you 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;

  • 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;

  • a third party asks for 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;

  •  a third party asks that payment be made to a country or geographic location   different from where the third party resides or conducts business;

  • a third party asks for an unexpected additional fee or commission to "facilitate" a service;

  • a third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;

  • a third party asks that a payment is made to "overlook" potential legal violations;

  • a third party asks that you provide employment or some other advantage to a friend or relative;

  • you receive an invoice from a third party that appears to be non-standard or customised;

  • a third party insists on the use of side letters or refuses to put agreed terms in writing;

  • you notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided;

  •  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

  •  you are offered an unusually generous gift or offered lavish hospitality by a third party.