Chrysaor will conduct its operations in such a way as not to harm people and minimise the impact on the environment. Chrysaor is fully committed to continuously improve its health, safety and environmental performance by the successful implementation of this policy.
Chrysaor commits it will:
- Ensure compliance with all applicable legislation and standards;
- Ensure an effective management organisation is in place and all personnel and contractors are aware of their health, safety and environmental responsibilities;
- Create a safe and healthy working environment for our employees and contractors [and all other persons who could be affected by its activities];
- Identify, evaluate and control the risks and impacts associated with its activities, particularly where the potential exists for major accident events;
- Ensure that energy and resource management are an integral part of the business;
- Promote resource and energy conservation, waste minimisation and pollution prevention;
- Recognise and respond to employee and community concerns regarding the health, safety and environmental aspect of the company's operations;
- Ensure all employee and contractors are competent to perform their health, safety and environmental roles; and
- Achieve continuous improvement of its business processes through the implementation of its Values and Business Principles.
Chrysaor will ensure that the necessary resources are provided to fully support this Policy and will ensure that it is subject to audit and review as part of the Management System goal of continuous improvement in performance.
Chrysaor seeks to create significant value for its Stakeholders by building a development led business to be proud of and is focused on bringing incremental and dormant hydrocarbon reserves to market quickly and safely.
- Demonstrate management commitment to quality in its projects and operations;
- Establish and review quality objectives and implement quality plans to meet these objectives;
- Ensure an effective management organisation is in place and all personnel and contractors are aware of the Company’s quality expectations;
- Foster pride in its work and demonstrate its Values and Business Principles in its output.
Chrysaor is fully committed to continuously improving its corporate performance by the successful implementation of this policy and will ensure that the necessary resources are provided to support it.
Chrysaor Holdings Limited
Adopted by the Board of Directors on 30th August 2013
The Bribery Act 2010 - Chrysaor Policy Statement
In accordance with Chrysaor’s values and business principles 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 with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery.
As an oil and gas exploration and production company we acknowledge that on occasions our business requires that we operate in other countries. Whether such countries have industrial laws relating to countering bribery and corruption, we will continue to uphold our values, business principles and the laws of the Bribery Act regardless, wherever we conduct our business.
A memorandum relating to the Bribery Act has been prepared and is set out in Appendix 1. This identifies the development of the law, the consequences of being found guilty of one of the offences and additionally identified what we see to be the relevant risks to Chrysaor.
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 Chrysaor.
WHO THIS POLICY APPLIES TO
Chrysaor acknowledges that it falls within the remit of the Bribery Act as, within its group, it has companies incorporated in England and Wales trading within the United Kingdom and incorporated and trading within the Republic of Ireland.
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).
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.
Offering and agreeing to accept a bribe is still a bribe and it doesn’t matter if the bribe is ultimately not paid.
The memorandum on the Bribery Act contained in Appendix 1 contains further information on what constitutes bribery, however some typical examples are:
Offering a bribe – you offer an individual tickets to a major sporting event, but only give the tickets if the person agrees to do business with you;
Receiving a bribe – a person offers to facilitate our business if you agree to send work to their company;
Bribing a UK based or foreign official - This could be where you arrange for a payment to an official to speed up internal processes; and
Making a bribe on another’s behalf – a contracted project manager makes a payment to someone in order to expedite the work of the project.
Chrysaor does not make, and will not accept, facilitation payments of any kind, or in any circumstances. Although these are not commonly paid in the UK we uphold the prohibition of the making and receiving of such payments wherever we operate.
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 or a Company Director.
Chrysaor appreciates that it undertakes a number of activities including joint ventures and utilises consultants and contracted workers on occasion. The definition of “associated person” is wide and can mean any person performing services for and on behalf of Chrysaor. In having regard to all the circumstances, this could include staff, agents, contractors, subsidiaries and co-venturers.
In working with associated persons, the following should be considered:
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 or a Company Director.
In light of the 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.
Contracting – if Chrysaor 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 consult the Chief Financial Officer on the most appropriate provisions to include.
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 Chrysaor. Such training should be monitored and reviewed on a regular basis.
Monitoring – the work undertaken by the associated person should be monitored. You should ensure that Chrysaor has a right to audit the work throughout the contract period.. A procedure for breaches should also be defined.
Joint ventures – care should be taken when entering into joint ventures that your co-venturers have their own adequate bribery and corruption policies and procedures and that are not materially different from this policy.
GIFTS AND HOSPITALITY
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.
You are permitted to give or receive gifts on behalf of Chrysaor provided that:
- 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;
- it complies with local law, especially in the event Chrysaor conducts business outwith the UK;
- taking into account all the circumstances it is proportionate and given or received at an appropriate time;
- it is given or received openly and is not secretive in nature;
- it does not include money or a money equivalent, such as gift certificates; and
- in relation to government officials, it is not given or received without the prior approval of the group CEO
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.
All gifts received or given should be formally recorded in accordance with our provisions on record-keeping.
WHAT SHOULD YOU AVOID?
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 the provision of a business advantage;
- 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;
- 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 from a third party where you know or believe that it is provided with the expectation that a business advantage will be provided;
- threaten or retaliate against another worker that refuses to commit a bribery offence or who has raised concerns under this policy; or
- engage in any actions that may lead to a breach of this policy.
We do not make contributions to political parties in any Nation State. 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.
You must ensure that you read, understand and comply with this policy at all times. This policy has been set by the Chrysaor Board. The Chief Financial Officer shall be responsible for the implementation and monitoring of this policy.
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.
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 at Appendix 2 for your guidance.
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.
Internal Legal Counsel will maintain a log of all hospitality and gifts received and given in accordance with our provisions on record-keeping from information recorded by company employees on a monthly basis. Such information will be subject to regular managerial review.
You must ensure that all expenses claims relating to hospitality, gifts or expenses specifically record the reason for the expenditure in accordance with the Chrysaor expenses protocols.
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 or a Company Director.
PROTECTION FROM BRIBERY
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 any genuine concerns in good faith under this policy, even if they turn out to be mistaken.
Chrysaor 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 your line manager or a Company Director.
TRAINING AND COMMUNICATION
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.
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.
WHO IS RESPONSIBLE FOR THE POLICY?
The Chrysaor 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.
Chrysaor’s Legal Counsel has responsibility for the day-to-day implementation of 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.
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 or a Company Director.
Memorandum on the Bribery Act
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 most substantial reform of the common law of bribery in more than 100 years and consolidates the existing law into one statute.
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.
Chrysaor accepts that it will be bound by this legislation by reason of it having, within its group companies, companies incorporated in England and Wales and carrying on a business within the UK (with a further company incorporated in the Republic of Ireland). This memorandum summarises the significant changes in UK anti-corruption law and the need for Chrysaor to take appropriate action to ensure that it and its affiliates, and their respective 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.
Although Chrysaor has never condoned any act of bribery, it is recognised that consideration must be given to this legislation. Chrysaor operates, almost exclusively, within Europe but recognises that it has occasional relationships with the UK and European Governments, their statutory agencies, other oil and gas companies and trade associations.
The Bribery Act became effective on 1 July 2011 and introduced changes that could impact the conduct of the Group’s business, in that:
- 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;
- It creates a new strict liability offence (see below) where the only defence is to have adequate procedures in place (please see above for our policy);
- It extends the crime of bribery to cover all private sector transactions when previously it was limited solely to transactions involving public officials; and
- 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.
In order to ensure that Chrysaor meets the highest standards of anti-corruption best practice procedures will be reviewed on a regular basis.
THE BRIBERY ACT OFFENCES
The Bribery Act creates four different offences:
- A general offence of actively offering, promising or paying a bribe in circumstances involving the “improper performance” of a relevant function or activity;
- A general offence of passively requesting, agreeing to receive or accepting bribes in circumstances involving the “improper performance” of a relevant function or activity;
- 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
- 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.
It is noted that the Bribery Act will not be retrospective in its application but, once again, Chrysaor has never condoned any illegal act of bribery.
THE OFFENCE OF FAILURE TO PREVENT BRIBES
Although Chrysaor has not condoned the paying of bribes on its behalf, the organisation is aware that particular attention should be paid to this section as Chrysaor undertakes a large number of collaborative pieces of work and engages with people to undertake work on its behalf.
A commercial organisation commits an offence if a person associated with it bribes another person for that organisation’s benefit.
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.
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.
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.
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
- Monitoring and review
Chrysaor has reviewed the guidance and will regularly review its risk assessment to ensure that we have implemented and maintained the measures to ensure compliance with the Bribery Act.
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
- Unlimited fines
- More innovative use of the existing penalties such as confiscation and civil recovery
“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.
RISKS FOR THE GROUP
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: Chrysaor recognises that the oil and gas industry 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.
- Agents: the Group makes extensive use of agents and enters into joint ventures.
Action which has been taken or will be taken
The following actions are 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 the paragraph headed “Risks for the Group” 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.
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:
- 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;
- 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 requests 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 requests that a payment is made to "overlook" potential legal violations:
- a third party requests that you provide employment or some other advantage to a friend or relative;
- 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;
- you are offered an unusually generous gift or offered lavish hospitality by a third party.