Business Ethics & Conduct Policy

The company demands and maintains high ethical standards in carrying out its business activities. Corrupt practices will not be tolerated.

The Managing Director is appointed to be responsible for social and ethical policies.

In all Fox Brothers (Lancashire) Limited's operations we believe it is important to retain a set of core values and approaches to the process of doing business. The company recognises its obligations to all those with whom it has dealings.

The reputation of the company and the trust and confidence of those with whom it deals are among its most vital resources, and the protection of these is of fundamental importance.

Anti-Tax Evasion Value Statement & Policy

In the light of Criminal Finances Act 2017, Fox Brothers (Lancashire) Ltd has adopted a statement of our company value on anti-facilitation of tax evasion. It is our policy to conduct all of our business dealings in an honest and ethical manner. The anti-tax evasion value statement governs all our business dealings and the conduct of all persons or organisations who are appointed to act on our behalf. We request all our employees, associates and all who have, or seek to have, a business relationship with Fox Brothers (Lancashire) Ltd, to familiarise themselves with our anti-tax evasion value statement (the "statement", "value statement", "policy") and to act at all times in a way which is consistent with this statement.

Fox Brothers (Lancashire) Ltd (the "Company") has a zero-tolerance approach to all forms of tax evasion, whether under UK law or under the law of any foreign country.

Employees and associates of the Company must not undertake any transactions which:

(a) cause the Company to commit a tax evasion offence; or

(b) facilitate a tax evasion offence by a third party who is not an associate of the Company.

We are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate.

We ensure this by implementing and enforcing effective systems to counter tax evasion facilitation. At all times, business should be conducted in a manner such that the opportunity for, and incidence of, tax evasion is prevented.

Who Must Comply with This Policy?

This policy applies to all persons working for the Company or any subsidiary company or on our behalf in any capacity, including employees at all levels, directors, officers and Associates (as defined below), including but not limited to agency workers, seconded workers, volunteers, interns, contractors, external consultants, third-party representatives and business partners, sponsors or any other person associated with us, wherever located.

Who is Responsible for This Policy?

Directors of the Company has overall responsibility for ensuring that this policy complies with our legal obligations, and our employees and associates comply with it. This policy is adopted by the Company. It may be varied or withdrawn at any time, in the Company's absolute discretion. Employees in leadership positions are responsible for ensuring those reporting to them understand and comply with this policy and are given adequate and regular training on it.

What is the Facilitation of Tax Evasion?

For the purposes of this policy:

Associates includes company contractors or an agent of the Company (other than a contractor) who is acting in the capacity of an agent, or any person who performs services for and on behalf of the Company who is acting in the capacity of a person or business performing such services.

Tax Evasion means an offence of cheating the public revenue or fraudulently evading UK tax, and is a criminal offence. The offence requires an element of fraud, which means there must be deliberate action, or omission with dishonest intent.

Foreign Tax Evasion means evading tax in a foreign country, provided that the conduct is an offence in that country and would be a criminal offence if committed in the UK. As with tax evasion¸ the element of fraud means there must be deliberate action, or omission with dishonest intent.

Tax Evasion Facilitation means being knowingly concerned in, or taking steps with a view to, the fraudulent evasion of tax (whether UK tax or tax in a foreign country by another person, or aiding, abetting, counselling or procuring the commission of that offence. Tax evasion facilitation is a criminal offence, where it is done deliberately and dishonestly.

Tax evasion is not the same as tax avoidance or tax planning. Tax evasion involves deliberate and dishonest conduct. Tax avoidance is not illegal and involves taking steps, within the law, to minimise tax payable (or maximise tax reliefs).

Tax means all forms of UK taxation, including but not limited to corporation tax, income tax, value added tax, stamp duty, stamp duty land tax, national insurance contributions (and their equivalents in any non-UK jurisdiction) and includes duty and any other form of taxation (however described).

What Employees and Associates Must Avoid

Employees and Associates must at all times adhere to the Fox Brothers (Lancashire) Ltd anti-tax evasion value statement and must ensure that they read, understand and comply with this policy.

It is not acceptable for employees and associates to:

  1. Engage in any form of facilitating Tax Evasion or Foreign Tax Evasion
  2. Aid, abet, counsel or procure the commission of a Tax Evasion offence or Foreign Tax Evasion offence by another person;
  3. Fail to promptly report any request or demand from any third party to facilitate the fraudulent Evasion of Tax by another person, in accordance with this policy; or
  4. Engage in any other activity that might lead to a breach of this policy; or
  5. Threaten or retaliate against another individual who has refused to commit a Tax Evasion offence or a Foreign Tax Evasion offence or who has raised concerns under this policy
  6. An offence under the law of any part of the UK consisting of being knowingly concerned in, or taking steps with a view to, the fraudulent evasion of tax.

Prevention Through Vigilance

There is not an exhaustive list of Tax Evasion opportunities. At a more general level, the best defence against Tax Evasion and facilitation of Tax Evasion remains the vigilance of our employees and Associates and the adoption of a common-sense approach supported by our clear whistleblowing procedure.

In applying common sense, employees must be aware of the following:

  • Is there anything unusual about the manner in which an Associate of the Company is conducting their relationship with the Company or the third party (usually a customer)?
  • Is there anything unusual about the customer's or Associate's conduct or behaviour in your dealings with them?
  • Are there unusual payment methods?

Unusual payment methods and unusual conduct of third parties with Company Associates can be indicative that a transaction may not be as it seems.

How to Raise a Concern

Our employees have a responsibility to take reasonable action to prevent harm to Fox Brothers (Lancashire) Ltd and we hold our employees accountable for their actions and omissions. Any actions that breach the Criminal Finances Act and the tax laws of wherever we operate brings harm to the Company and will not be tolerated.

You are responsible for properly following the Company's policies and procedures. These should generally ensure that all taxes are properly paid. If you are ever asked by anyone either inside or outside our company to go outside our standard procedures, this should be reported without delay, as someone may be attempting to evade tax.

Don't Want to Report Suspicions?

What happens if the employee prefers, for commercial reasons, not to report their suspicions?

This should never happen. If there is any suspicion of any intention to evade tax and the transaction if nevertheless finalised, the Company can be criminally prosecuted, subject to a large fine and be publicly named and shamed.

Business Relations Standards

Relations with Customers

  • Fox Bros (Lancashire) Limited believe that integrity in dealings with customers is a prerequisite for a successful and sustained business relationship. This principle governs all aspects of the company's approach to its customers.
  • In all advertising and other public communications, untruths, concealment and overstatement will be avoided.
  • No employee may give money or any gift of significant value to a customer. Nor may any gift or service be given which could be construed as being intended as a bribe.
  • The company accords the same degree of confidentiality to confidential customer information as it does its own confidential information.

Relations with Suppliers

  • The company aims to develop relationships with its suppliers based on a mutual trust.
  • The company undertakes to pay its suppliers according to agreed terms of trade.
  • The receipt of gifts or favours by employees can give rise to embarrassing situations and may be seen as an improper inducement to grant some concession in return to the donor. The following principles should be observed:
  1. Gifts or favours must not be solicited;
  2. Gifts of money must never be accepted;
  3. Reasonable small tokens and hospitality may be accepted provided they do not place the recipient under any obligation, are not capable of being misconstrued and can be reciprocated at the same level, and the employee's immediate superior is made aware of the same.
  • Any offer of gifts or favours of unusual size or questionable purpose should be reported immediately to the employee's superior.

Relations with Competitors

  • The company will compete vigorously, but honestly.
  • Fox Brothers (Lancashire) Limited will not damage the reputation of competitors either directly or by implication or innuendo.
  • In any contacts with competitors, employees will avoid discussing proprietary or confidential information.
  • The company believes service excellence to be the best way of enhancing its reputation. Whilst fair comparison between the company's strengths and competitors' weaknesses may be made, the company will not engage in damaging competitors' reputations either directly or by implication, misrepresentation or innuendo.

    Equal Opportunity & Diversity

    Fox Brothers (Lancashire) Limited is committed to providing equality of opportunity to our employees and others affected by our activities, including customers.

    As an organisation, we promote equal opportunity through our work and activities and encourage good practice from those we work with. We aim to eliminate any conditions, procedures or individual behaviour that may lead to discrimination, even if there was no intention to discriminate. We recognise and aim to comply with all legislation dealing with discrimination and the promotion of equality, including all relevant codes of practice to support legislation.

    Action Plan

    • To monitor recruitment procedures, paying particular attention to the recruitment of ethnic minority groups, disabled persons and women
    • To facilitate access to learning, development and advancement opportunities for those with disabilities whenever possible
    • To provide training opportunities when possible, through other languages, where it is required
    • To monitor our Equal Opportunities Policy in relation to organisational policies and procedures

    We value diversity within our company and recognise that all persons have the right to be treated equally regardless of gender, race, disability, religion, age, colour, sexual orientation, marital status or background and we aim to carry out this philosophy at all times.

    Anti-Bribery & Corruption Policy

    It is our policy to conduct all of our business in an honest and ethical manner.

    We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery.

    We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate. However, we remain bound by the laws of the UK, including the Bribery Act 2010, in respect of our conduct both at home and abroad.

    The purpose of this policy is to:

    set out our responsibilities, and of those working for us, in observing and upholding our position on bribery and corruption; and provide information and guidance to those working for us on how to recognise and deal with bribery and corruption issues.

    Bribery and corruption are punishable for individuals by up to ten years' imprisonment and if we are found to have taken part in corruption, we could face an unlimited fine, be excluded from tendering for public contracts and face damage to our reputation. We therefore take our legal responsibilities very seriously.

    In this policy, 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.

    Who is covered by the policy?

    This policy applies to all individuals working at all levels and grades, including senior managers, officers, directors, employees (whether permanent, fixed-term or temporary), 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).

    What is bribery?

    A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage.

    Gifts and Hospitality

    This policy does not prohibit normal and appropriate hospitality (given and received) to or from third parties. You are prohibited from accepting a gift from or giving a gift to a third party unless authorised by the Managing Director.

    We appreciate that the practice of giving business gifts 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 should always be considered.

    What is not acceptable?

    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 a business advantage will be received, or to reward a 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 a 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 a business advantage will be provided by us 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.

    Facilitation payments and kickbacks

    We do 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. They are not commonly paid in the UK, but are common in some other jurisdictions in which we operate.

    If you are asked to make a payment on our 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 Managing Director.

    Kickbacks are typically payments made in return for a business favour or advantage. All workers must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by us.

    Your responsibilities

    You must ensure that you read, understand and comply with this policy.

    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. All workers are required to avoid any activity that might lead to, or suggest, a breach of this policy.

    You must notify your manager as soon as possible if you 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 you something to gain a business advantage with us, or indicates to you that a gift or payment is required to secure their business. Further "red flags" that may indicate bribery or corruption are set out below.

    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.

    How to raise a concern

    You are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage. If you are unsure whether a particular act constitutes bribery or corruption, or if you have any other queries, these should be raised with your line manager. Concerns should be reported by following the procedure set out in our Whistleblowing Policy.

    What to do if you are a victim of bribery or corruption

    It is important that you tell your line manager as soon as possible if you are offered a bribe by a third party, are asked to make one, suspect that this may happen in the future, or believe that you are a victim of another form of unlawful activity.

    Protection

    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. 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.

    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. If you believe that you have suffered any such treatment, you should inform the compliance manager immediately.

    If the matter is not remedied, and you are an employee, you should raise it formally using our Grievance Procedure.

    Who is responsible for the policy?

    The board of directors has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it.

    The Managing Director has primary and day-to-day responsibility for implementing this policy, and for monitoring its use and effectiveness and dealing with any queries on its interpretation. Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it.

    This policy does not form part of any employee's contract of employment and it may be amended at any time.

    Potential Red Flags

    The following is a list of possible red flags that may arise during the course of you working for us 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 you encounter any of these red flags while working for us, you must report them promptly to your manager:

    • 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 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;
    • 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 request that payment is made to a country or geographic location different from where the third party resides or conducts business;
    • A third party requests 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 request that a payment is made to "overlook" potential legal violations;
    • A third-party request 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 terms agreed 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; and
    • You are offered an unusually generous gift or offered lavish hospitality by a third party.