ISOC Policies

Health and safety policy

The Company is committed to ensuring the health, safety and welfare of its employees and it will, so far as is reasonably practicable, establish procedures and systems necessary to implement this commitment and to comply with its statutory obligations on health and safety. It is the responsibility of each employee to familiarise themselves and comply with the Company’s procedures and systems on health and safety.

While the Company will take all reasonable steps to ensure the health and safety of its employees, health and safety at work is also the responsibility of the employees themselves. It is the duty of each employee to take reasonable care of their own and other people’s health, safety and welfare and to report any situation which may pose a serious or imminent threat to themselves or of any other person. If an employee is unsure how to perform a certain task or feels it would be dangerous to perform a specific job or use specific equipment, then it is the employee’s duty to report this as soon as possible to their line manager, their health and safety representative or the safety officer.

Disciplinary action under the Company’s disciplinary procedure may be taken against any employee who violates health and safety rules and procedures or who fails to perform their duties under health and safety legislation. Depending on the seriousness of the offence, it may amount to potential gross misconduct rendering the employee liable to summary dismissal.

The Company will provide and maintain a healthy and safe working environment with the objective of minimising the number of instances of occupational accidents and illnesses. The Company will pay particular attention to:

Maintaining the workplace in a safe condition and providing adequate facilities and arrangements for welfare at work.
Providing safe means to enter and exit the workplace.
Providing and maintaining equipment and systems of work that are safe.
Arrangements for ensuring safety to health in connection with the use, handling, storage and transport of articles and substances.
The provision of such information, instructions, training and supervision as is necessary to ensure the health and safety at work of its employees and other persons.

The Company also recognises its duty to protect the health and safety of all visitors to the Company, including contractors and temporary workers, as well as any members of the public who might be affected by the Company’s work operations.

Organisation

The Board of the Company has overall responsibility for health and safety in the Company. Will Hardie is the safety officer and has responsibility for overseeing, implementing and monitoring health and safety procedures in the Company and for reporting back to the Board on health and safety matters. The safety officer also conducts regular inspections of the workplace, maintains safety records and investigates and reports on accidents at work.

Training

Safety training is an integral part of an effective health and safety programme. It is essential that every employee is trained to perform their job safely. All employees will be trained in safe working practices and procedures. Training will include instruction on the safe use of any equipment provided.

Employees at special risk

The Company recognises that some workers may from time to time be at increased risk of injury or ill-health resulting from work activities. The Company therefore requires that all employees advise their line manager if they become aware of any change in their personal circumstances which could result in their being at increased risk. This could include medical conditions, permanent or temporary disability, taking medication and pregnancy.

First aid and reporting accidents

A First Aid box is located in the kitchen. All employees will be shown the location of the first aid box and will be given the names of the designated first aid personnel. All injuries, however small, sustained by a person at work must be reported to their line manager or the safety officer and recorded in the accident book. Accident records are crucial to the effective monitoring of health and safety procedures and must therefore be accurate and comprehensive. The safety officer will inspect the accident book on a regular basis and all accidents will be investigated and a report prepared, with any necessary action being taken to prevent a recurrence of the problem.

Fire

Fire is a significant risk within the workplace. All employees have a duty to conduct their operations in such a way as to minimise the risk of fire and they are under a duty to report immediately any fire, smoke or potential fire hazards, such as faulty electric cable or loose connections. Employees should never attempt to repair or interfere with electrical equipment or wiring themselves. The safety officer is responsible for the maintenance and testing of fire alarms and firefighting, prevention and detection equipment.

Smoke detectors and manually operated fire alarms are located at strategic points throughout the workplace. If a smoke detector sounds or fire is discovered, it is the responsibility of any employee present to activate the alarm and evacuate the building. Fire extinguishers are located in the stairwell on each floor. Employees are expected to tackle a fire themselves only if it would pose no threat to their personal safety to do so. If the situation is dangerous or potentially dangerous, the employee should activate the fire alarm and evacuate the building immediately.

Fire doors designed to slow the spread of fire and smoke throughout the workplace have been installed at strategic points. Fire doors are designed to close automatically after opening and must never be blocked or wedged open. Fire exits are also located at strategic points throughout the workplace. Fire exit doors and corridors must never be locked, blocked or used as storage space. All employees must ensure they are familiar with their evacuation route and designated assembly point in case of fire. Practice fire drills will be conducted on a regular basis to ensure employee familiarity with emergency evacuation procedures. Emergency lighting has been installed in exit corridors and above emergency exit doors in case of power failure. Lifts should not be used in the case of an emergency evacuation.

Company safety rules

All employees should be aware of and adhere to the Company’s rules and procedures on health and safety
All employees must immediately report any unsafe working practices or conditions to their line manager, their health and safety representative or to the safety officer
Horseplay, practical joking, running in the workplace, misuse of equipment or any other acts which might jeopardise the health and safety of any other person are forbidden
Any person whose levels of alertness are reduced due to illness or fatigue will not be allowed to work if this might jeopardise the health and safety of any person
Employees must not adjust, move or otherwise tamper with any electrical equipment or machinery in a manner not within the scope of their job duties
All waste materials must be disposed of carefully in the receptacles provided and in such a way that they do not constitute a hazard to other workers
No employee should undertake a job which appears to be unsafe
No employee should undertake a job until they have received adequate safety instruction and they are authorised to carry out the task
All injuries must be reported to the employee’s line manager or to the safety officer
All materials must be properly and safely used and when not in use properly and safely secured
Work should be well-planned to avoid injuries in the handling of heavy materials and while using equipment
Employees should take care to ensure that all protective guards and other safety devices are properly fitted and in good working order and must immediately report any defects to their line manager or to the safety officer
Suitable clothing and footwear must be worn at all times. Personal protective equipment must be worn where appropriate
Work stations and work sites must be kept clean and tidy and any spillage must be cleaned up immediately
Employees should use handrails when going up and down stairs, should never read while walking, must close filing cabinet drawers when not in use and must keep all floor areas free of obstruction.

Access

Walkways must be kept clear and free from obstructions at all times
If a walkway or passageway becomes wet it should be clearly marked with warning signs and any liquid spilt on the floor should be wiped up immediately
Trailing cables should not be left in any passageway
Where objects are stored in or around a passageway, care must be taken to ensure that no long or sharp edges jut out into the passageway
Where a passageway is being used by vehicles or other moving machinery, an alternative route should be used by pedestrians where possible. If no alternative route is available, the area must be clearly marked with warning signs.

Tools and equipment

Machinery, tools and equipment are only to be used by qualified and authorised personnel
It is the responsibility of all employees to ensure that any tools or equipment they use are in a good and safe condition. Any tools or equipment which are defective must be reported to a line manager or to the safety officer
All tools must be properly and safely stored when not in use
Approved personal protective equipment must be properly used where appropriate
Employees are prohibited from using any tool or piece of equipment for any purpose other than its intended purpose.

Manual handling

Employees should not attempt to lift or move a load which is too heavy to manage comfortably. Employees should ask for assistance if there is any danger of strain
When lifting an object off the ground, employees should assume a squatting position, keeping the back straight. The load should be lifted by straightening the knees, not the back
Employees should not attempt to obtain items from shelves which are beyond their reach. A ladder or stepping stool should be used. Employees should not use chairs or any makeshift device for climbing and should never climb up the shelves themselves.
The load to be lifted or moved must be inspected for sharp edges and wet patches
The route over which the load is to be lifted should be inspected to ensure it is free of obstructions

Environmental policy

Aim:

To care for and protect the environment in which we operate
To continually improve and monitor environmental performance
To comply with statutory obligations

In order to achieve this, the Centre will:

Adopt the highest environmental standards in all operational areas
Assess our organisational activities and identify areas where we can minimise impacts
Minimise waste through careful and efficient use of all materials and provide adequate facilities and arrangements to support recycling
Minimise energy consumption by maintaining machinery and electronics
in good working order in order to ensure their efficiency
Minimise water consumption
Minimise regional and international travel
Remind employees, clients and third parties of their environmental responsibilities

Procedure:

The COO will conduct an annual audit of energy, waste and water; the results will be used to build reduction targets for the coming year, or to offset with credits
Employees will reduce, reuse, or recycle materials wherever possible:
- Minimise use of paper in the office by sharing soft copies of documents
- Labelled bins for recycling are provided in the shared landing area; confidential documents should be shredded first
- Printer cartridges will be recycled by returning them to the third-part supplier providing them
- Batteries should be rechargeable; a recharging unit must be used when attending media training sessions, etc. where cameras and lighting equipment needs to be used
- Paper must be from recycled and sustainable sources and recyclable where possible
The last employee to leave the office at the end of the day must switch off the lights and turn off computers, shredders, photocopiers, coffee machines, etc. Air conditioning should be maintained around 22 degrees in the summer
Sustainable products must be used wherever feasible [e.g. recycled, FSC or low environmental impact products and energy from renewable sources; Pinnacle will take into account the energy consumption and efficiency of new products when purchasing them, e.g. office fridge, photocopier, etc.
ISOC will fix water-saving devises on all taps; employees are encouraged to turn off taps fully
Employees should, where possible, opt for telephone or Skype calls in order to reduce the need for face-to-face meeting requiring air travel (e.g. board meetings)
Each year, the ISOC leadership team will support local or regional efforts to be environmentally responsible, e.g. holding a ‘sustainability’ seminar involving leading practitioners from Shell, National Bank of Abu Dhabi, etc.
When submitting proposals to prospective clients, the standard operating procedure is to publicise our environmental position
Employees will receive a copy of this environmental policy in their Employee Handbook; they will be encouraged to get involved in environmental action, e.g. by joining Earth Hour
The CEO will continually assess the environmental impact of all our operations on an annual basis

Data Protection Policy

ISOC and our staff and contractors have an important responsibility to manage and protect our stakeholders’ personal data in compliance with all applicable legislation. In particular, we must comply with the UK Data Protection Act (1998) and the EU General Data Protection Regulation (2018).

Our business requires us to collect and use personal, reputationally sensitive and commercially confidential information relating to individuals (e.g. people attending training courses). We are committed to the lawful and correct treatment of personal and confidential information. Compliance is a legal requirement. Breaches can result in fines, imprisonment and major reputational damage. Non-compliance may lead to disciplinary action.

This policy applies to information collected face to face, by telephone, electronically or in hard-copy; in any location; and by any person employed, contracted, acting in partnership with or otherwise representing ISOC.

This policy will be reviewed and updated as necessary and at least every three years.

This policy should be read in conjunction with the following policies, procedures and guidance:

Privacy policy
Confidentiality policy
Guidelines on retention, archiving and destruction of data
Guidelines on intellectual property
Guidelines on sharing private information
Procedure for reporting a data breach
Procedure for handling information request
Guidelines on direct marketing

ISOC will process personal information fairly and lawfully. We will:

collect and use only information for which we have a clear and legitimate need
not use personal information in ways that damage the individual concerned
be transparent and proactive in explaining why we are collecting personal data and how we intend to use it, through clear statements in all collection channels
handle personal information in ways individuals would reasonably expect
do nothing unlawful with personal information
notify authorities promptly of any breach
ensure that the data we hold is accurate and of high quality, for instance by asking individuals to update their information
ensure the source of data we hold is clearly recorded
keep personal information for no longer than necessary

ISOC will uphold the rights of individuals to their personal information including:

to know that we are holding their information, how and why we are using it
to understand who else we might share their information with and why
to grant explicit written informed active consent to data being processed
to have access to a copy of the information that we hold about them
to object to us using the information in a way that causes damage or distress
to have inaccurate information rectified or removed

ISOC will protect information from inappropriate processing, loss or disclosure. We will:

maintain appropriate security systems and processes
store and process personal data in systems accessible only to authorised individuals
dispose of personal information only by secure means
respond promptly and effectively to data breaches
not transfer personal information to a jurisdiction lacking safeguards

ISOC will ensure that everyone who processes personal information:

knows their responsibilities
understands good data protection practice
receives adequate training and supervision
will report a suspected or actual breach
has access to clear guidance and prompt answers to questions
understands the disciplinary consequences of data protection breaches

ISOC will manage data protection strategically and systematically. We will:

designate a senior individual as responsible for compliance
regularly review and audit how we manage personal information
regularly assess our performance in handling personal information
update this policy to reflect changes in best practice and to ensure compliance

Data breach plan

Ensure everyone understands what constitutes a data breach
1. Procedure drafted
2. Procedure to be circulated to all employees and trainers/contractors
3. Procedure to be explained verbally to staff by line managers
4. New staff and trainers to be briefed in orientation process
Processes for flagging and escalating
1. All employees briefed to flag a breach immediately (within one hour)
2. Escalation direct to head of data protection
3. Head of data protection to report to DPA in UK and relevant authorities in other jurisdictions within 24 hours
4. Affected clients to be contacted within a further 48 hours
Notification plan
1. Breach notification to include approximate data about
  1. categories of information
  2. number of individuals and data records involved

potential consequences (theft, fraud etc)

contact details of point of contact dealing with the breach.

Training and culture
1. Assurance of safely self-reporting innocent mistakes is explicit in the policy
2. This will be reinforced in training and by example as they arise
3. Hold workshop / training to cover
  1. Understanding the policy and procedure
  2. Culture of safety

How to respond to and assist customers in event of a breach

Social media response plan
1. Head of data protection responsible for creating draft/Proforma social media posts and emails and maintaining account logins for rapid access
Direct response plan
1. Publish as much information as possible, as quickly as possible, about the breach on the isoc.com.
2. Notify affected parties directly by email and/or telephone as appropriate.
3. Provide clear instruction about how to file complaints, get help or contact us.
4. Provide assistance to customers who are suffering negative consequences resulting from the breach.
5. Update affected parties and media about how the company will prevent future breaches.
Response content guidelines
1. We will take all measures to mitigate the damage of the breach
2. Please report any suspicious activity with regard to use of their personal data to ISOC and the proper authorities (if applicable).

Anti-bribery policy

1. Policy Statement: anti-bribery

1.1. It is the policy of ISOC 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 with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery.

1.2. We acknowledge that on occasion our business requires that we conduct ourselves in other countries, which are generally considered to be low‐risk, and will uphold all laws relating countering bribery and corruption. We will continue to uphold the laws of the Bribery Act regardless, wherever we conduct our business.

1.3. This policy seeks to set out our responsibilities in upholding the provisions of the Bribery Act and provide information and guidance to our employees, affiliates and those working for us on how to recognise and eliminate bribery and corruption should it occur within the organisation.

2. Who this policy applies to

2.1. The organisation acknowledges that it is bound by the Bribery Act as it is a company incorporated in England and Wales and trading within the United Kingdom and abroad.

2.2. This policy applies to all individuals working at all levels and grades, including directors, managers, employees (whether permanent, fixed‐term or temporary), consultants, contractors, seconded staff, agency staff, interns, agents 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).

3. What is bribery?

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

3.2. Offering and agreeing to accept a bribe is still a bribe and it doesn’t matter if the bribe is ultimately paid or not!

3.3. The memorandum on the Bribery Act contained in Appendix 1 contains further information on what constitutes bribery, however some examples are:

3.2.1. Offering a bribe – you offer a potential client tickets to a major sporting event, but only give the tickets if the person agrees to do business with you;

3.2.2. Receiving a bribe – a person offers to sit on one of your committees if you agree to send work to their company;

3.2.3. Bribing a foreign official ‐ although this is unlikely for this organisation, this could be where you arrange for an additional payment to a foreign official to speed up internal processes; and

3.3.4. Making a bribe on another’s behalf – you have a project manager for a joint industry project and they make a payment to someone in order to expedite the work of the project.

4. Facilitation payments

4.1. We do not make, and will not accept, facilitation payments of any kind, or in any circumstances. Although these are not commonly paid in the UK or other jurisdictions in which we do business, we uphold the prohibition of the making and receiving of such payments.

4.2. In the unlikely event you are asked to make a payment or receive 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 request a receipt detailing the payment. If you have any suspicions, concerns or queries relating to a particular payment, you should raise this with your line manager.

5. Associated persons

5.1. The organisation appreciates that it undertakes a number of joint ventures and utilises freelance consultants frequently. The definition of “associated person” is wide and can mean any person performing services for and on behalf of the organisation. In having regard to all the circumstances, this could include staff, agents, contractors, subsidiaries and joint‐ventures.

5.2. In working with associated persons, the following should be considered:

5.2.1. Due diligence – due diligence should be conducted on proposed associated persons using a risk based approach. Regard should be given to the work being undertaken by that person, the location of their business, any history of non‐compliance or bribery and any other relevant risks. Although we do not anticipate contracting with anyone in a high‐risk relationship, where you consider someone to be in a high‐risk category you should revert to your line manager. In light of due diligence that is carried out, you should consider whether it is appropriate to continue or whether further due diligence may need to be undertaken.

5.2.2. Contracting – if the organisation decides to enter into a contract with an associated person, you should consider whether to include additional anti‐corruption provisions in the written contract. In contracting such person you should speak to the Legal Advisor on the most appropriate provisions to include.

5.2.3. Training – all associated persons should be given training on anti‐corruption and bribery, and on this policy, prior to undertaking any work on behalf of the organisation. Such training should be monitored and reviewed on a regular basis.

5.2.4. Monitoring – the work undertaken by the associated person should be monitored. You should ensure that the organisation has a right to audit the work undertaken and a procedure for breaches.

5.2.5. Joint ventures – care should be taken when entering into joint ventures that your coventurers have their own adequate bribery and corruption policies and procedures and that are not materially different from this policy.

6. Gifts and hospitality

6.1. This policy does not prohibit normal and appropriate hospitality, both given and received, to or from third parties; however any gifts given or received must be in accordance with the provisions of this policy.

6.2. You are permitted to give or receive gifts on behalf of the organisation provided that:

6.2.1. It is not made with the intention of influencing you (in the case of receiving a gift) or a third party (in the case of giving a gift) to perform your/their duties in an improper manner such as (but not limited to) obtaining or retaining a business advantage, rewarding the provision of a business advantage or the exchange of favours and/or benefits;

6.2.2. It complies with local law, especially in the unlikely event the organisation conducts business outside the UK;

6.2.3. Taking into account all the circumstances it is proportionate and given or received at an appropriate time;

6.2.4. It is given or received openly and is not secretive in nature;

6.2.5. It does not include money or a money equivalent, such as gift certificates; and

6.2.6. In relation to government officials, it is not given or received without the prior approval of your line manager.

6.3. Although we have provided scenarios where receiving a gift may be acceptable, you should have regard at all times to whether, in considering all the circumstances, the gift is reasonable and justifiable. On each occasion you should consider the intention behind the gift and whether in receiving the gift you are being asked to perform your duties in an improper way.

6.4. All gifts received or given should be recorded in accordance with our provisions on recordkeeping.

7. What should you avoid?

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

7.1.1. 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 the provision of a business advantage;

7.1.2. Give, promise to give, or offer a payment, gift or hospitality to a government official or their agent with a view to expediting a routine procedure;

7.1.3. 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;

7.1.4. Accept a gift from a third party where you know or believe that it is provided with the expectation that a business advantage will be provided;

7.1.5. Threaten or retaliate against another worker that refuses to commit a bribery offence or who has raised concerns under this policy; or

7.1.6. Engage in any actions that may lead to a breach of this policy.

8. Donations

We do not make contributions to political parties. We only make charitable donations that

are legal and ethical under local laws and practices. No donation should be made, under any

circumstances, without the prior approval of the Chief Executive Officer.

9. Your responsibilities

9.1. You must ensure that you read, understand and comply with this policy at all times. This policy has been set by the board and management shall be responsible for the

implementation and monitoring of this policy.

9.2. All staff are responsible for complying with the organisation’s policies and procedures in the day‐to‐day conduct of the business. The prevention, detection and reporting of bribery and other forms of corruption are both an individual and a collective responsibility and all workers are required to avoid any activity that might lead to, or suggest, a breach of this policy.

9.3. If you believe or suspect that a breach of this policy has occurred you should notify your line manager immediately. If your line manager is not available then you should notify one of the other managers of the organisation. A non‐exhaustive list of potential “red flags” has been included in Appendix 2.

9.4. Any employee who is found to be in breach of this policy will face disciplinary action, which could result in dismissal for gross misconduct. We also reserve the right to terminate our contractual relationship with other workers if they breach this policy.

10. Record Keeping

10.1. The HR department will maintain a log book of all hospitality and gifts received and given. In the event that you receive a gift or entertainment, this must be promptly notified to HR by email to be recorded in the log book. Such log books will then be reviewed and be subject to managerial review.

10.2. You must ensure that all expense claims relating to hospitality, gifts or expenses given

specifically record the reason for the expenditure.

11. 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 as to whether a particular circumstance constitutes bribery or corruption, or if you have any other queries in relation to this policy, these should be raised with your line manager.

12. Protection from bribery

12.1. Workers who refuse to accept or offer a bribe, or those who raise concerns or report another’s wrongdoing, are sometimes concerned of repercussions. We aim to encourage openness and will support anyone who raises a genuine concern in good faith under this policy, even if they turn out to be mistaken.

12.2. 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. If you believe that you have suffered any such treatment, you should inform the HR department.

13. Training and communication

13.1. Training on this policy forms part of the induction process for all new workers within the organisation. All existing workers shall also receive regular, relevant training on how to implement and follow this policy.

13.2. Where any changes are made to this policy as a result of monitoring and reviewing the policy, all workers shall be notified of these changes.

14. Who is responsible for the policy?

14.1. 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.

14.2. The management of the organisation has responsibility of the day‐to‐day responsibility for implementing this policy, monitoring its suitability, adequacy and effectiveness. Any improvements identified will be made as soon as possible and shall be subject to regular review to ensure that they are effective for the purpose.

14.3. All workers are responsible individually and collectively for the success of this policy and ensure that they use it to make disclosures. If a worker is of the opinion that the policy could be improved then such comments, suggestions and queries should be raised with a line manager.

Memorandum on the Bribery Act

Introduction

1.1. The act of bribery is not a new concept to the United Kingdom and has been recognised as an illegal act for many years. The implementation of the Bribery Act 2010, however, is the biggest reform of the common law of bribery in more than 100 years and consolidates the existing law into one statute.

1.2. The Bribery Act interrelates with existing common law provisions, in particular, to reduce the complexities in enforcing the law. Bribery is recognised as being morally wrong in that it results in inefficient economic markets, the diversion of funds to persons that may be less worthy and can also lead to the use of inappropriate goods, services or equipment.

1.3. Pinnacle International accepts that it will be bound by this new legislation by reason of it being a company incorporated in England & Wales and carrying on a business within the UK and abroad. This memorandum summarises the significant changes in UK anti‐corruption law and the need for Pinnacle International to take appropriate action to ensure that it and its affiliates employees and contractors (the “Group”) are aware of the offences and protect against incurring any liability of whatsoever nature to the extent that such actions have not already been taken.

The changes

2.1. Although Pinnacle International has never condoned any act of bribery, it is recognised that consideration must be given to this new piece of legislation.

2.2. The Bribery Act is effective from 1 July 2011 and will introduce changes that could impact the conduct of the Group’s business, in that:

2.2.1. The offences carry criminal penalties for both individuals and organisations. For individuals (including directors of a company) a maximum prison sentence of ten years and/or an unlimited fine can be imposed; for companies, an unlimited fine can be imposed;

2.2.2. It creates a new strict liability offence (see below) where the only defence is to have adequate procedure in place (please see above for our policy);

2.2.3. It extends the crime of bribery to cover all private sector transactions when previously it was limited solely to transactions involving public officials; and

2.2.4. Its scope reaches farther than the previous law in that, in relation to a person bound by the act, it applies to actions anywhere in the world.

2.2.5. In response to these changes, Pinnacle International has chosen to review its anti‐corruption procedures.

The bribery offences

3.1. The Bribery Act creates four difference offences:

3.1.1. A general offence of actively offering, promising or paying a bribe in circumstances involving the “improper performance” of a relevant function or activity;

3.1.2. A general offence of passively requesting, agreeing to receive or accepting bribes in circumstances involving the “improper performance” of a relevant function or activity;

3.1.3. A separate offence of directly or indirectly bribing of a foreign public official where that official is not permitted or required by the written law of their state to be so influenced (please note that custom and tolerance are not deemed to be acceptable); and

3.1.4. A new offence of failure by a commercial organisation to prevent bribes being paid by those acting on its behalf where they intend to obtain or retain business or a business advantage for the corporation unless there are “adequate procedures” in place.

3.2. It is noted that the Bribery Act will not be retrospective in its application but, once again, Pinnacle International has never condoned any illegal act of bribery.

The new offence of failure to prevent bribes

4.1. Although Pinnacle International has not condoned the paying of bribes on its behalf, the organisation is aware that particular attention should be paid to this section as Pinnacle International undertakes a large number of collaborative pieces of work and engages with people to undertake work on its behalf.

4.2. A commercial organisation commits an offence if a person associated with it bribes another person for that organisation’s benefit.

4.3. The term “associated” in relation to a commercial organisation involves a person that performs services for or on behalf of the organisation, regardless of the capacity in which they do so. This can, therefore, be an employee, agent, subsidiary or joint‐venture partner.

4.4. As you will be able to see, this is widely defined and could cover our employees, agents,

subsidiaries and joint‐venture partners, all of whom could render the Group guilty of this

offence.

4.5. This is a strict liability offence. As a result, it is not necessary to prove negligence, involvement and guilt of the “directing mind and will” of the company that was required under the previously existing law.

4.6. Adequate procedures defence.

A defence exists in relation to the failure to prevent a bribe if the organisation can show that it had in place “adequate procedures” to prevent bribery taking place. This term is not defined in the legislation but the Ministry of Justice has published guidance on what these may involve.

The guidance sets out the following six principles:

Proportionate procedures
Top level commitment
Risk assessment
Due diligence
Communication
Monitoring and review

We have reviewed the guidance and will conduct a risk assessment and ensure that we have

implemented measures to ensure compliance with the Bribery Act.

The penalties

5.1. The consequences of being convicted of any of the offences listed at paragraph 3 above could include:

Individuals (including Senior Officials)

Up to 10 years imprisonment
Unlimited fines
Disqualification from acting as a director for up to 15 years

Organisations

Unlimited fines
More innovative use of the existing penalties such as confiscation and civil recovery

5.2. “Senior Officials” is widely defined (including directors) and they can be convicted of an offence where they are deemed to have consented to any of the offences, which could also include omitting to act.

The Bribery Act 2010: Guidance about procedures which relevant commercial organisations can put in place to prevent persons associated with them from bribing (see: http://www.justice.gov.uk/guidance/docs/briberyact‐2010‐guidance.pdf).

Risks for the Group

6.1. It is recognised that there are certain activities of the Group that could cause more exposure to the risk of being involved in these offences. In particular:

Corporate hospitality: there is a risk that corporate hospitality and the giving and receiving of gifts might be seen as bribery. Lavish and unnecessary hospitality or gifts must be avoided at every opportunity including both the giving and receiving of such gifts.

Facilitation payments: although Pinnacle International does not tend to undertake business in any countries where such payments are considered custom, it recognises that training is a sensitive sector with regard to such payments and wishes to support the understanding that any payments requested by officials to secure or expedite performance are entirely unlawful and should not be condoned, regardless of how small the payment may be.

Public officials: we have frequent interactions with public officials but note, however, that such officials are not of states that could be considered high‐risk.

Freelance consultants: the Group makes extensive use of freelance trainers and consultants and has (and has future plans) to enter into joint ventures.

Action to be taken

7.1. Action will be taken as follows, which is proportionate to the Group and consistent with

available guidance:

Conduct a comprehensive Group‐wide risk assessment
Review anti‐corruption policies and procedures, especially relating to the points listed in
Paragraph 6 above;
Adopt a code of conduct for the Group which sets out in detail how employees and other
Associated persons should conduct themselves in light of the Bribery Act;
Conduct suitable due diligence of any “associated persons”;
Prepare a reporting system for the purpose of gifts and/or corporate hospitality
Provide a monitoring requirement of conduct;
Ensure adequate training is given and refreshed for all staff; and
Clearly publish the Group’s anti‐corruption statement and policies.

“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 line manager:

(a) You become aware that a third party engages in, or has been accused of engaging in, improper business practices;

(b) 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;

(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 requests 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 requests that a payment is made to "overlook" potential legal violations;

(i) A third party requests that you provide employment or some other advantage to a friend or relative;

(j) A third party insists on the use of side letters or refuses to put terms agreed in writing;

(k) You notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided;

(l) 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

(m) You are offered an unusually generous gift or offered lavish hospitality by a third party.