Anti-corruption and bribery policy

1. Who this policy covers

This policy applies to all people working for the Woodland Trust, and any Company which is a subsidiary or holding Company of the Woodland Trust ('the Trust') or working on the Trust's behalf in any capacity, including:

• employees at all levels
• directors
• officers
• agency workers
• seconded workers
• volunteers
• interns
• agents
• contractors
• external consultants
• third-party representatives and business partners
• sponsors
• or any other person associated with the Trust, wherever located.

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

2. Our policy's purpose

It is our policy to conduct all of our business honestly and ethically. 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. This includes implementing and enforcing effective systems to counter bribery and corruption.

We uphold all UK laws essential to countering bribery and corruption in the jurisdictions where we operate, including the Bribery Act 2010, in respect of our conduct both at home and abroad.

3. How this policy works

We take our legal responsibilities very seriously. It is a criminal offence to offer, promise, give, request or accept a bribe to or from third parties, including:

• actual and potential clients
• customers
• suppliers
• distributors
• business contacts
• agents
• advisers
• government and public bodies, including their advisors, representatives and officials, politicians and political parties.

Employees found guilty of corruption or bribery can be punished with up to 10 years' imprisonment and/or a fine. As an employer, if we fail to prevent bribery we can face an unlimited fine, exclusion from tendering for public contracts and damage to our reputation.

4. What are corruption and bribery?

Corruption

Corruption is the abuse of entrusted power or position for private gain.

Bribery

Bribery is offering, promising, giving or accepting a financial or other advantage intended to coerce someone into acting illegally, unethically or unjustly, or rewarding them for doing so.

An advantage includes:

• money
• gifts
• loans
• fees
• hospitality
• services
• discounts
• the award of a contract
• or anything else of value.

5. Unacceptable behaviour

It is unacceptable for an employee (or someone on their behalf) to:

1. give, promise to give, or offer a payment, gift or hospitality with the expectation or hope of gaining a business advantage, or to reward a business advantage already given
2. 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
3. accept a payment, gift or hospitality from a third party that the individual knows, or suspect is offered with the expectation that it will provide a business advantage for them or anyone else in return
4. accept hospitality from a third party that is unduly lavish or extravagant under the circumstances
5. offer or accept a gift to or from government officials or representatives, politicians or political parties in breach of this policy
6. threaten or retaliate against another employee who has refused to commit a bribery offence or who has raised concerns under this policy
7. engage in any other activity that might lead to a breach of this policy.

6. Facilitation payments and kickbacks

We do not make and will not accept facilitation payments or kickbacks of any kind.

What are facilitation payments?

Also known as 'back-handers' or 'grease payments', facilitation payments are typically small, unofficial payments made to secure or speed up 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.

What are kickbacks?

Kickbacks are typically payments made in return for a business favour or advantage.

Employees must avoid any activity that might lead to a facilitation payment or kickback being made or accepted by the Trust or on our behalf, or that might suggest that such a payment will be made or accepted. If someone is asked to make a payment on our behalf, they should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. They should always ask for a receipt which details the reason for the payment.

7. Gifts, hospitality and expenses

This policy allows reasonable and appropriate hospitality or entertainment given to, or received from third parties for the purposes of:

• establishing or maintaining good business relationships
• improving or maintaining our image or reputation
• marketing or presenting our products and/or services effectively.

The giving and accepting of gifts is allowed in certain circumstances.

1. The gift is not made with the intention of obtaining or retaining business, favours or benefits, or rewarding them.
2. The gift is given in the Trust's name, not in the individual's name.
3. The gift is appropriate in the circumstances, taking account of the reason for the gift, its timing and its value.
4. The gift is given openly rather than secretly.
5. The gift complies with applicable laws.

Promotional gifts of low value such as branded stationery to or from existing customers, suppliers and business partners is usually acceptable.

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.

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.

8. Donations

The Trust does not make contributions to political parties. 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. Record keeping

The Trust must keep detailed financial records, and we have appropriate internal controls in place to evidence the business reason for making payments to third parties.

Our employees must complete and have authorised the Anti-Bribery Gift Authorisation Form and submit the completed form to HR. They must also submit all expenses claims relating to hospitality, gifts or payments to third parties in accordance with our expenses policy and record the reason for expenditure.

All accounts, invoices and other records relating to dealings with third parties – including suppliers and customers – should be completely accurate and transparent. Accounts must not be kept 'off-book' to facilitate or conceal improper payments.

10. Our employees' responsibilities

• Employees must ensure they read, understand and comply with this policy.
• Employees are required to avoid any activity that might lead to or suggest a breach of this policy. The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for the Trust.
• Employees must notify the HR Department and a Director as soon as possible if they believe or suspect that a conflict with this policy has occurred, or may occur in the future.

11. Raising a concern

Our employees are encouraged to raise concerns about any issue or suspicion of bribery or corruption as early as possible.

If they are offered a bribe or asked to make one, or if they suspect that any bribery, corruption or other breach of this policy has taken or may take place, they must notify the HR Department and a Director as soon as possible.

12. Protection

Employees who refuse to accept or offer a bribe, or who raise concerns or report another's wrongdoing, are sometimes worried about possible repercussions. We 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 that nobody suffers detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting their suspicion of an actual or potential offence.

13. Training and communication

Training on this policy forms part of the induction process for all employees of the Trust, and training will be provided as necessary.

Our zero-tolerance approach to bribery and corruption is communicated to all suppliers, contractors and business partners at the outset of our business relationship with them, and as appropriate thereafter.

14. Breaches of this policy

Any employee who breaches this policy could face disciplinary action, which could result in dismissal for misconduct or gross misconduct.

We may terminate our relationship with other individuals and organisations working on our behalf if they breach this policy.