1. Purpose
1.1. We are committed to the practice of responsible corporate behaviour and complying with all laws, regulations and other requirements which govern the conduct of our operations. As part of this, we are fully committed to instilling a strong anti-bribery and corruption culture.
1.2. The purpose of this policy is to outline the procedures that we have developed to comply with all anti-bribery and corruption legislation and to ensure that no bribes or other corrupt payments, inducements or similar are made, offered, sought or obtained by us or anyone working on our behalf.
1.3. We may update this policy at any time to ensure that we are following best industry practice.
2. Definitions
Legislation means all applicable anti-bribery and anti-corruption laws in the countries where we operate, including the Bribery Act 2010, Criminal Justice (Corruption Offences) Act 2018, and the Foreign Corrupt Practices Act 1977, as may be amended from time to time.
Company or we/us means Osteotec Limited, Osteotec Ireland Limited, Osteotec Nordics AB and any subsidiary companies thereof.
3. Who does this policy apply to?
3.1. This policy applies to all of our:
a) staff (including employees, consultants, directors etc), or anyone they authorise to do things on our behalf;
b) any representatives or other third parties who act on our behalf, including distributors and agents;
c) suppliers; and
d) clients and customers.
3.2. It is the responsibility of all of these parties to ensure that bribery and corruption are prevented, detected and reported, and all such reports should be made in accordance with paragraph 11 of this policy.
4. What is bribery?
4.1. Bribery is defined as the offering, giving, promising, accepting or seeking a bribe.
4.2. A bribe is a financial or other advantage given to another party, which is intended to induce them to perform a particular function improperly, reward them for doing so or to gain a commercial, contractual, regulatory, or personal advantage.
4.3. In practical terms, a financial or other advantage is likely to include cash, gifts, meals, entertainment, services, preferential treatment, discounts or anything else of value.
4.4. Under Legislation, it is a criminal offence to:
a) pay or offer to pay a bribe;
b) receive or agree to receive a bribe; and
c) bribe a foreign public official.
4.5. It does not matter where the bribery or corruption occurs. For example, an act of bribery or corruption committed abroad may well result in a prosecution in the UK (and any country that has similar legislation, such as the US). It also does not matter whether the act is done directly or indirectly.
5. Anti-bribery procedures – your responsibilities
5.1. We are all equally responsible for the prevention, detection, and reporting of bribery and other forms of corruption, and we must avoid any activities that could lead to, or imply, a breach of this policy.
5.2. As someone to whom this policy applies, you must not:
a) give or promise any financial or other advantage to another party (or use a third party to do the same) either personally or on the Company’s behalf where that advantage could amount to a bribe;
b) request or agree to receive any financial or other advantage from another party where that advantage could amount to a bribe; or
c) give or offer any payment to a government official in any country to facilitate or speed up a routine or necessary procedure.
5.3. As someone to whom this policy applies, you must:
a) ensure that you read, understand, and comply with the information contained within this policy, and with any training or other anti-bribery information we give to you;
b) be aware and alert at all times of all bribery risks as described in this policy and in particular as set out in paragraph 9 below;
c) exercise due diligence at all times when dealing with third parties on behalf of the Company;
d) refuse to make, and use all reasonable efforts to prevent, any payment occurring in breach of this policy; and
e) if you have reason to believe or suspect that an instance of bribery or corruption has occurred or will occur in the future that may breach this policy, report your concerns to legal@osteotec.com.
6. Public Officials
6.1. Bribery involving a public official is a particularly serious offence, and the Company therefore applies additional safeguards and procedures in relation to its interactions with public officials. This includes its interactions with any healthcare professionals, and any employees of government-owned or government-controlled healthcare organisation (HCPs).
6.2. The Company therefore requires that you must not give or promise any financial or other advantage to a public official (or use a third party to do the same) either personally or on the Company’s behalf. This includes gifts, entertainment, recreational activities, hospitality and travel expenses, save as set out in paragraph 3 below.
6.3. In certain circumstances, the Company may, or may permit you to, pay the reasonable expenses incurred by public officials, relating to their travel, meals and accommodation. Such expenditure must only be made where it complies with Legislation and the ABHI’s Code of Ethical Business Practice (available here).
7. Consequences of Bribery
7.1. Bribery is punishable by up to 10 years of imprisonment and a fine. If our Company, or one of our third parties, is discovered to have taken part in corrupt activities, we may be subjected to an unlimited fine, be excluded from tendering for public contracts, and face serious damage to our reputation. We are liable for both direct and indirect payments. It is with this in mind that we commit to preventing bribery and corruption in our business and take our legal responsibilities to do so very seriously.
7.2. Failure to comply with this policy and/or the Legislation may result in:
a) for employees, disciplinary action which may include dismissal for gross misconduct;
b) corrective action, up to and including termination; and
c) criminal penalties under the Legislation which may result in a fine and/or imprisonment for up to 10
8. Dealings with third parties
8.1. You should carefully consider the following issues in any and all transactions, dealings with officials, and other business matters concerning third parties:
a) territorial risks, particularly the prevalence of bribery and corruption in a particular country;
b) cross-border payments, particularly those involving territories subject to risks identified under (a);
c) requests for cash payment, payment through intermediaries or other unusual methods of payment or payment practices including discounting or rebates;
d) activities requiring the Company and / or any associated party to obtain permits or other forms of official authorisation; and
e) transactions involving the import or export of goods.
8.2. A key way to protect both you and the Company against bribery and corruption is to ensure that any arrangements our Company makes with third parties are on clear contractual terms. Our Legal team is responsible for ensuring that all third parties we deal with are subject to clear contractual terms, including specific provisions that require the third party to comply with minimum standards and procedures relating to anti-bribery and corruption, including this policy. Furthermore, all transactions involving the Company must be authorised in accordance with the Company’s Authorisation Matrix, which is available to the Company’s employees and contractors via the employee handbook.
8.3. Any sales commissions or bonuses payable to sales agents retained on our behalf shall be payable strictly in accordance with the terms and conditions in place with those agents.
8.4. If you have any concerns around any of the issues highlighted in this section 8, please refer the matter to legal@osteotec.com.
9. Areas of specific risk
9.1. Facilitation payments
Facilitation payments are payments made to officials to ensure or speed up the performance of routine or necessary functions. Facilitation payments constitute bribes and, subject to paragraph 10, may not be made at any time irrespective of prevailing business customs in the relevant territory.
9.2. Gifts and Hospitality
Gifts and hospitality remain a legitimate part of conducting business but should be provided only in compliance with:
- the Company’s Anti-Corruption and Bribery Policy as set out in the Company’s Employee Handbook, where made by or on behalf of the Company or by any of its employees or direct representatives; and
- in all cases, the ABHI’s Code of Ethical Business Practice (available here).
Gifts and hospitality can, when excessive, constitute a bribe and/or a conflict of interest. Care and due diligence should be exercised at all times when giving or receiving any form of gift or hospitality on behalf of the Company.
9.3. Charitable Donations
We accept (and indeed encourage) the act of donating to charities, whether through services, knowledge, time, or direct financial contributions (cash or otherwise). Charitable donations must, however, be made in compliance with:
- the Company’s Anti-Corruption and Bribery Policy as set out in the Company’s Employee Handbook, where made by or on behalf of the Company or by any of its employees or direct representatives; and
- in all cases, the ABHI’s Code of Ethical Business Practice (available here).
9.4. Political Donations
The Company does not make political donations and the Company is not affiliated with any political party or organisation. Employees and other associated parties are free to make personal donations provided such payments are not purported to be made on behalf of the Company and are not made to obtain any form of advantage in any business transaction.
9.5. Other risk factors
Some common indicators of bribery and corruption include the following, and you should be particularly vigilant if you come across any of these situations:
a) payments are for abnormal amounts or purposes, or made in an unusual way, e.g., what would normally be a single payment is made in stages, through a bank account never previously used, or in a currency or via a country which has no connection with the transaction;
b) process is bypassed for approval or sign-off of terms or other commercial matters, or we are prevented from or hindered in monitoring commercial processes;
c) individuals are secretive about certain matters or relationships and/or insist on dealing with them personally; they may make trips at short notice without explanation or have a more lavish lifestyle than expected;
d) abnormally high commission being paid in connection with a transaction; or
e) decisions are taken for which there is no clear rationale.
10. Exceptional circumstances
10.1. We recognise that, despite our strict policy on bribery and corruption, you may face an exceptional situation where avoiding a facilitation payment may put you or someone else’s personal security at risk. Facilitation or similar payments may only be made in these very limited circumstances and the following steps must be taken:
a) keep any amount paid to the minimum;
b) if possible, ask for a receipt, detailing the amount and reason for the payment;
c) create a record concerning the payment; and
d) report the incident to legal@osteotec.com as soon as is reasonably possible and practicable.
10.2. If you are travelling to a region where these cases are more common, before travelling you should familiarise yourself with the current guidance relating to that country and adhere to any applicable advice issued by your national government.
11. How to raise a concern
We all have a responsibility to speak out if we discover or suspect that there is an instance of bribery or corrupt activities occurring in relation to our business. If you suspect or become aware of any violations of this policy, you must raise your concerns at as early a stage as possible with the Company’s Group General Counsel via legal@osteotec.com. If you’re uncertain about whether a certain action or behaviour can be considered bribery or corruption, you should refer the matter to legal@osteotec.com.
12. Protection
Please be assured that you will not be penalised for refusing to accept or offer a bribe, or if you report a concern relating to bribery or corruption. We understand that you may feel worried about potential repercussions, and we will support anyone who raises concerns in good faith under this policy, even if investigation finds that they were mistaken.
13. Training and communication
13.1. We will provide training on this policy as part of the induction process for all new employees. Employees will also receive training anti-bribery training annually, or whenever there is a substantial change in the law or our policy and procedure.
13.2. Our anti-bribery policy and zero-tolerance attitude will be clearly communicated to all suppliers, distributors, agents, contractors, business partners, and any third parties at the outset of business relations, and as appropriate thereafter.
13.3. All third parties with whom we engage are required to undertake anti-bribery training on an annual basis and provide evidence of such training upon our request.
14. Record keeping
Our Finance team keep detailed and accurate financial records and have appropriate internal controls in place to act as evidence for all payments made.
As part of this, the Company maintains a Gifts and Hospitality Register and a Charitable Donations Register, which record the amount and reason for hospitality, gifts or donation accepted and given, and are subject to managerial review.
15. Monitoring and reviewing
The Company’s General Counsel is responsible for monitoring the effectiveness of this policy and anti-bribery procedures on a regular basis and ensure that they are being adhered to. The General Counsel will report regularly to the Director(s) on compliance with this policy.
Document updated: July 2024