Anti-Bribery & Anti-Corruption Policy

1. Policy Statement

Medicare Colgate Ltd is committed to conducting business fairly, ethically and within the law. As part of the UK Government’s commitment to eradicating bribery, the Bribery Act 2010 came into force on 1 July 2011. We run our business honestly and will not tolerate bribery or corruption in any of our dealings or relationships or from any of our colleagues. We therefore have systems in place to prevent bribery and corruption and require all our employees and associated persons to make decisions in line with it.

Medicare Colgate does not tolerate any form of bribery and corruption.

2. Who Is Covered By This Policy

The purpose of this Policy is to set out the responsibilities of every person which whom Medicare Colgate is associated to observe and uphold our zero tolerance position to bribery and corruption. The term “associated person” used in this Policy includes, but is not limited to, any individual or organisation that Medicare Colgate comes into contact with in the course of its business such as actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, government and public bodies, their advisers, representatives and officials, politicians and political parties.

This Policy applies to all Medicare Colgates’ business dealings and transactions in all countries in which we operate.

There are no exceptions to this Policy. Medicare Colgate does not tolerate any form of bribery or corruption. Violation of this Policy may be grounds for dismissal, termination of contract, prosecution or additional criminal or civil sanctions.

If local laws, codes of conduct, or other regulations in a particular country or region are more restrictive on this subject, or require government approval of the transaction, then the more restrictive requirements must be complied with.

3. What Is Bribery?

Bribery is any activity that is a criminal offence under the Bribery Act 2010. There are four offences (the “Bribery Act Offences”):

• bribing another person (section 1);
• being bribed (section 2);
• bribing a foreign public official (section 6); and
• failure of a commercial organisation to prevent bribery (section 7).

Bribing another person (section 1)

Where a person (P) offers, promises or gives a financial or other advantage to another person (R), and P intends the advantage to induce R to perform a relevant function or activity improperly, P commits an offence.

A relevant function or activity means one that is:

• connected with business;
• performed in employment; or
• performed on behalf of another body, that should be performed in good faith, or impartially, and/or by a person in a position of trust.

Being bribed (section 2)

Where a person requests, agrees to receive or accepts a financial or other advantage intending that a relevant function or activity is performed improperly he commits an offence.

Bribing a foreign public official (section 6)

A person (P) who bribes a foreign public official commits an offence if it is P’s intention to:

• influence him in his capacity as a foreign public official; and
• obtain or retain business or an advantage in the conduct of business.

Failure of a commercial organisation to prevent bribery (section 7)

A relevant commercial organisation is guilty of an offence if a person associated with it bribes another person intending to obtain or retain business for the organisation, or an advantage in the conduct of the organisation’s business.

4. Gifts, Hospitality, Entertainment & Expenses

All those associated with Medicare Colgate must not engage in any activity that might lead to, or suggest, a conflict of interest with the business of Medicare Colgate .

The offering, or giving, of gifts, hospitality and entertainment must:

• not be given/received with the intention of influencing a third party to obtain or retain business or a business advantage, to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits;
• not constitute an offence under the Bribery Act;
• comply with local law;
• be given at corporate level not an individual level;
• not include cash or a cash equivalent;
• be appropriate, reasonable, proportionate, given in good faith at an appropriate time;
• be given openly; and
• not be offered to, or accepted from, government officials, representatives, politicians or political parties without the express prior approval of a member of the Morrisons Board of Directors.

5. Facilitation Payments & Kickbacks

Medicare Colgate does 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 administrative action by a UK or foreign government official. Kickbacks are another way of describing a bribe and typically consist of payments made in return for a business favour or advantage. You must not engage in any activity that might lead to, or suggest, that a facilitation payment or kickback will be made, or accepted, by Medicare Colgate .

Medicare Colgate recognises that in some countries facilitation payments are permitted in law. Medicare Colgate is subject to the provisions preventing facilitation payments in the UK regardless of whether local law permits facilitation payments. They are therefore completely prohibited by Medicare Colgate regardless of country.

6. Donation

Medicare Colgate does not make contributions to political parties. We only make charitable donations that are legal and ethical under local laws and practices. No donation of any kind must be offered, or made, on behalf of Medicare Colgate without the express consent of a member of the Board of Directors of Medicare Colgate or a member of Medicare Colgates’ Management Board.

7. Your Responsibilities

You must ensure that you have read and understand the terms of this Policy. You must comply with its terms at all times when acting on behalf of Medicare Colgate. You must inform Medicare Colgate of the details of any third party or other engaged by you on behalf of Medicare Colgate and you must ensure that they agree to be bound by, and comply with, the terms of this Policy.

If you employ staff who act as agent on behalf of Medicare Colgate or engage others to do so (where permitted) you must ensure that those persons are fully aware of the terms of this document, and where necessary ensure training is provided.

Under no circumstances may you offer gifts (cash or otherwise) to any of our colleagues. Any such offer shall be refused. Colleagues are entitled to accept reasonable and proportionate corporate hospitality or entertainment, subject to the provisions of paragraph 4 above. They are required to declare any offer of hospitality they wish to accept.

8. Record Keeping Provisions

You must ensure that you retain documentation identifying and relating to any third party or other engaged by you on behalf of Medicare Colgate.

9. Communication

This Policy will be communicated to our suppliers, contractors, agents and business partners who will be asked to review the Policy and agree to abide by its terms.

10. Raising Concerns & Seeking Guidance

Employees, suppliers or agents can make contact confidentially with Medicare Colgate by writing to:

The Board of Directors c/o The Company Secretary

Medicare Colgate
Unit 1 Post Cross Business Park
Kentisbeare
Devon
EX15 2BB

Anyone raising a concern in good faith will not be criticised or penalised in any way even if it is shown, after investigation, that they were mistaken. Any form of reprisal or victimisation against anyone who has raised a genuinely held concern is forbidden and will not be tolerated and itself will be treated as a disciplinary matter.

11. Penalties

Violations of the UK Bribery Act 2010 are a serious matter and could result in significant criminal and/or civil, penalties for Medicare Colgate and for those individuals responsible for an offence.

Penalties include imprisonment for individuals committing the offence for up to 10 years together with unlimited fines for individuals and the business. Senior Officers who were aware of the bribes may also face penalties.

Fines imposed on individuals will not be paid by Medicare Colgate. A violation will also result in disciplinary action by Medicare Colgate , up to, and including termination of employment or other contract.