Anti-Bribery and Corruption Policy

1.       About this Policy

1.1    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.

1.2    Alfa Financial Software Holdings PLC (“Alfa” or the “Company”) or its subsidiaries (together the “Group”) uphold all laws relevant to countering bribery and corruption in the jurisdictions we operate in. We are specifically bound by the laws of the UK, including the Bribery Act 2010, which is binding on all our overseas subsidiaries as well as our UK-incorporated companies, and the laws of the United States, including the Foreign Corrupt Practices Act 1977.

1.3    Bribery and corruption are serious offences which are punishable for individuals by up to ten years imprisonment. If the Company is liable for an offence, it could face an unlimited fine, be excluded from tendering for public contracts and suffer serious damage to its reputation. We therefore take our legal responsibilities very seriously and any employee who breaches this policy will face disciplinary action which may result in dismissal for gross misconduct. Any non-employee who breaches this policy may have their contract terminated with immediate effect.

1.4    The prevention, detection and reporting of bribery and other forms of corruption is the responsibility of all those working for Alfa and entities under its control. All employees - and all those persons performing services on our behalf - are required to avoid any activity which may lead to or suggest a breach of this policy.

1.5    The Company encourages its employees to raise concerns about any issue or suspicion of malpractice to their manager at the earliest possible stage. The Company is committed to ensuring that no employee suffers detrimental treatment as a result of refusal to engage in bribery, or because of reporting in good faith their suspicion that an actual or potential bribery offence has taken place or may take place in the future.

1.6    This policy does not form part of any employee’s contract of employment. This policy is endorsed by Alfa’s Chief Executive Officer on behalf of Alfa’s Board of Directors. It has the full support of the Company, and Andrew Denton is the main board director with primary responsibility for implementation. Each department of the Group is responsible for establishing any appropriate responsibilities and operating procedures within their operations in order to give effect to this policy, as well as the related policies on whistleblowing.

2.       Who must comply with this policy?

2.1    This policy applies to all persons working for us or who perform services on our 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.

3.       What is Bribery?

3.1    Bribe means a financial or other (including non-financial) inducement or reward offered, promised or provided, whether directly or indirectly, in order to gain any commercial or other advantage. Bribes can take the form of money, gifts, loans, fees, hospitality, services, discounts, the award of a contract or any other advantage or benefit or agreeing to do (or not to do) particular things.

3.2    Bribery includes offering, promising, giving, accepting or seeking a bribe.

3.3    All forms of bribery are strictly prohibited. We will not tolerate any form of bribery, either within our business activities or within the business activities of those who perform services on our behalf. If you are unsure whether a particular act constitutes bribery, raise it with your manager. Specifically, you must not:

• give or offer any payment, gift, hospitality or other benefit in the expectation that a business advantage will be received in return, or to reward any business advantage already received;
• accept any offer from a third party that you know or suspect is made with the expectation that we will provide a business advantage to them or anyone else;
• give or offer any payment (sometimes called a facilitation payment) to a government official in any country to facilitate or speed up a routine or necessary procedure; or
• threaten or retaliate against another person who has refused to commit a bribery offence or has raised concerns about possible bribery or corruption under this policy.
• This general prohibition includes, but is not limited to, any form of bribery or inappropriate payment to or for the benefit of any governmental official. For the purposes of this policy, “government official” includes officials or employees of any government, agency, or state-owned enterprise, any person acting in an official capacity in connection with any of these (such as consultants), political parties and their officials (including candidates), and officials, employees and any person acting on behalf of any public international organisation. The Company prohibits giving, promising or offering bribes to any government official in order to influence any act or decision of the official in his or her official capacity or to secure any other improper advantage in order to obtain or retain business.

4.       Gifts and hospitality

4.1    This policy does not prohibit the giving or accepting of reasonable and appropriate gifts and hospitality for legitimate purposes such as building relationships, maintaining our image or reputation, or marketing our products and services.

4.2    A gift or hospitality will not be appropriate if it is not reasonable or proportionate, for instance if it is unduly lavish or extravagant, or if it could be seen as an inducement or reward for any preferential treatment (for example, during contractual negotiations or a tender process). In no circumstances should you make a gift with the intention of causing (or be reasonably capable of causing) the recipient to perform their functions improperly, or to influence a public official in the performance of their functions, or with the intention of obtaining or retaining business or a business advantage, or as a reward for the obtaining or retention of business or a business advantage, even where the value of the gift is below the threshold described below.

4.3    Gifts must be of an appropriate type and value depending on the circumstances and taking into account the reason for the gift. Gifts must not include cash or be given in secret. Gifts must be made in the name of Alfa, not your own name and must comply with any relevant local laws.

4.4    For each gift or hospitality, the organiser or the individual responsible for coordinating and/or paying for the event should be the one to complete the entry in the Gift and Hospitality Register.

4.5    Corporate branded items of nominal value, items of nominal value designed for free giveaway at trade fairs and equivalent (e.g. pencils, note pads and umbrellas), and working lunches and refreshments provided during meetings at a company site may be given or received at any time and do not need to be recorded.

4.6    Unless approval has been granted (see 4.7), the value of gifts or hospitality given or received should not exceed the following thresholds (or such other lower threshold permitted by local law):

*Please note that the Expense Policy may provide separate (and potentially lower) 'thresholds' that employees need to follow if Alfa is providing the hospitality.  

**If an individual customer or supplier exceeds the aggregate value limit, every subsequent gift or hospitality, regardless of value, must be approved and documented in compliance with this Policy.

4.7    Approval can be granted by any member of the Company Leadership Team (“CLT”), unless the person seeking approval is a member of the CLT, in which case approval needs to be sought from the CEO or CFO.

5.       Sponsorship and donations

5.1    The Company does not make any contributions to political parties, party officials and/or candidates.

5.2    Alfa is pleased to support charitable causes, but not in the expectation of any reward or influence in return. All requests for sponsorship or donations must be approved by CoSec@AlfaSystems.com in advance. 

6.       Record-keeping

6.1    You must declare and keep a written record of all hospitality or meals over £100 or gifts over £50 given or received in the Alfa Gifts and Hospitality Register. You 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.

6.2    All accounts, invoices, and other records relating to dealings with third parties including, suppliers and customers should be prepared with strict accuracy and completeness. Accounts must not be kept “off-book” to facilitate or conceal improper payments. 

7.       Due Diligence - Dealing with third parties

7.1    You must follow the Supplier on-boarding and procurement process for all new suppliers. Appropriate due diligence must be conducted on third parties before entering into agreements with them, in particular where third parties might be seen as acting or providing services on our behalf. All third party suppliers are expected to commit to responsible business practices and sustainable development, suppliers are requested to abide by the Alfa Supplier Code of Conduct.

7.2    The Company must have a written contract with all third parties with whom we do business, which should include contractual protections that are designed to ensure anti-corruption compliance, including termination rights if the third-party breaches anti-bribery laws and/or the terms of this policy.

8.       How to raise a concern

8.1    The prevention, detection and reporting of bribery is the responsibility of all. If you are offered a bribe, or are asked to make one, or if you suspect that any bribery, corruption or other breach of this policy has occurred or may occur, you must notify your manager or contact TeamGC@alfasystems.com, or report it in accordance with our Whistleblowing Policy as soon as possible. 

9.       Employment and Internships

9.1    To ensure that all hiring decisions are based on merit, no Alfa employee may offer a job or internship to a candidate with close personal professional ties to a government official or business partner without the prior approval of the General Counsel via email at TeamGC@alfasystems.com. 

10.    Training and communication

10.1  The Company provides anti-bribery and corruption training to new employees as part of the induction process and on a regular basis afterwards. You should ensure that you know how to implement and adhere to this policy.

10.2 The Company will review this policy regularly and will introduce revisions where necessary. You should ensure that you keep up to date with all revisions to this Policy, as they are implemented and communicated to you.

10.3 We will also communicate this policy in writing to third parties who perform services on our behalf, including contractors, consultants and business partners. We will seek to include contractual obligations in our agreements with third parties, which oblige them to agree to comply with this policy (or an equivalent policy of their own). In certain circumstances, it may be appropriate for training to be provided to third parties.

10.4 For further guidance on implementing and adhering to this policy, please contact the TeamGC@alfasystems.com.

11.    Monitoring and review

11.1 The Company has conducted a detailed assessment of, and engages in ongoing monitoring of, bribery risks both within the Group and in relation to persons who perform services on its behalf.

11.2 The Company will therefore regularly review the implementation of this policy in respect of its suitability, adequacy and effectiveness, and make improvements where appropriate. It will regularly report the results of this process to Alfa’s Audit and Risk Committee. The Audit and Risk Committee will also update the Alfa Board of Directors as often as appropriate should any issues arise.

Gifts and Hospitality Register

A Google form has been created to register gifts and hospitality. Alfa Gifts and Hospitality Register.  

Gifts and Hospitality Register

The Anti-Bribery and Corruption Policy requires that a formal record be kept of gifts or hospitality received or provided by Alfa employees that exceed the minimum value as stated in the ABC Policy.

Should the gift or hospitality exceed the maximum value, you must seek approval promptly. Approval can be granted by any member of the Company Leadership Team (CLT) or if approval is required by a member of the CLT, approval should be sought from the CEO or CFO.