Global Anti-Bribery and Corruption Manual · 2018-03-15 · This Manual: • provides a framework...
Transcript of Global Anti-Bribery and Corruption Manual · 2018-03-15 · This Manual: • provides a framework...
ABC Manual version 1 Page 1 of 26
Global Anti-Bribery and Corruption Manual
ABC Manual version 1 Page 2 of 26
Introduction
High standards of ethical behaviour and compliance with laws and regulations are essential to
protecting the reputation and long-term success of our business. Any incidents of bribery and
corruption involving, or relating to, Rolls-Royce will damage our reputation and potentially threaten our
ability to continue to do business. All employees have a personal responsibility for protecting our
reputation and living up to our values.
We have a zero-tolerance approach to bribery and corruption as set out in our Global Code of
Conduct. This manual of ABC Policies (the “Manual”) provides a comprehensive set of standards that
all of us, without exception, are required to comply with. You must familiarise yourself with the ABC
Policies and act in accordance with them. For employees without access to the intranet, the Manual
can be found on the Rolls-Royce website or the Ethics and Compliance team can provide copies.
Breaches of this Manual are not acceptable and may result in disciplinary action up to and including
dismissal.
The ABC Policies are mandatory and apply to all employees and directors of Rolls-Royce, its
subsidiaries and Joint Ventures which Rolls-Royce controls (“Rolls-Royce”). Rolls-Royce employees
who are directors on boards of non-controlled Joint Ventures should encourage the Joint Venture to
adopt the ABC Policies as a model or use similar policies. Further guidance can be found in the ABC
Joint Venture Toolkit (available on the Ethics and Compliance intranet pages).
This Manual:
• provides a framework for our anti-bribery and corruption programme; and
• sets out our anti-bribery and corruption standards.
The Common Terms used in this Manual can be found at Appendix 1. Common Terms are
underlined. If you click on the relevant Common Term you will be taken to the definition of it in
Appendix 1. Links to relevant areas of this Manual and the Rolls-Royce intranet pages are also
underlined.
If you have any questions or concerns related to the topics covered in the Manual, you should contact
your Sector Ethics and Compliance Officer for assistance (contact details can be found on the Ethics
and Compliance intranet pages).
ABC Manual version 1 Page 3 of 26
Contents Introduction 2
1 Anti-Bribery and Corruption Policy 4
2 Confidential Information Policy 5
3 Gifts and Hospitality Policy 6
4 Facilitation Payments and Extortion Policy 10
5 Conflict of Interest Policy 11
6 Know Your Partner Policy 12
7 Advisers Policy 13
8 Lobbying and Political Support Policy 15
9 Speak Up Policy 16
10 Where to find out more 18
Appendix 1 Common Terms 19
Appendix 2 Red Flags 22
Appendix 3 Gifts and Hospitality Policy Summary 25
ABC Manual version 1 Page 4 of 26
1. Global Anti-Bribery and Corruption Policy
This Global Anti-Bribery and Corruption Policy provides a framework for our other ABC Policies.
1.1 Policy
1.1.1 We have a zero-tolerance approach to
bribery and corruption.
1.1.2 The ABC Policies set out the minimum
requirements that all employees must follow.
Where local laws, regulations or rules impose a
higher standard, that higher standard must be
followed. In addition, each business or function
may impose additional requirements.
1.1.3 All employees are encouraged to speak
up if they know of, or suspect, (i) a breach of any
of the ABC Policies, or (ii) an offer or request by
a Third Party for anything that is, or could
reasonably be considered as, a Bribe has been
made. Further guidance can be found in our
Global Speak Up Policy.
1.2 All employees
You must not give, offer, solicit, extort, request or
accept, directly or indirectly, anything that is, or
could reasonably be considered as, a Bribe.
1.3 Business and Function
Leaders
You must ensure that:
1.3.1 all employees in your business or
function are aware of the ABC Policies, receive
regular messages from line management to
comply with them (for example, via team
meetings or other regular communication) and
complete any required ABC training;
1.3.2 sufficient resources and personnel, and
appropriate systems and reporting requirements,
are in place to properly implement and operate
the ABC Policies;
1.3.3 the records required by the ABC Policies
are complete, up-to-date and accessible for
internal and external review; and
1.3.4 any possible non-compliance with the
ABC Policies within your business or function is
reported to the Head of Ethics and Compliance
or relevant Sector Ethics and Compliance Officer
as soon as possible.
1.4 Head of Ethics and
Compliance
The Head of Ethics and Compliance will:
1.4.1 from time to time revise the ABC Policies
and issue new ABC Policies; and
1.4.2 provide guidance to the ABC Policies
where appropriate and make training available
on them as required.
1.5 Breaches of ABC Policies
Breaches of any of the ABC Policies are not
acceptable and may result in disciplinary action
up to and including dismissal.
ABC Manual version 1 Page 5 of 26
2. Global Confidential Information Policy
Safeguarding Rolls-Royce Confidential Information and that of customers and suppliers is vital to our
success. Inappropriate use or disclosure of Confidential Information can cause serious harm to Rolls-
Royce and others. More detailed examples of when employees may obtain Confidential Information
can be found on the Ethics and Compliance intranet pages. This policy is not intended to cover
Data Privacy, Anti-Trust/Competition or Information Security.
2.1 Policy
All employees must:
2.1.1 protect Rolls-Royce Confidential
Information and not use it other than as
authorised or disclose it to any Third Party or
Joint Venture unless approved to do so;
2.1.2 protect Third Party and Joint Venture
Confidential Information, as they would Rolls-
Royce Confidential Information;
2.1.3 not seek or accept any Third Party or
Joint Venture Confidential Information without
the Owner’s or the Holder’s authorisation;
2.1.4 not seek or accept any Third Party or
Joint Venture Confidential Information from a
Holder without first confirming that they are
authorised by the Owner to provide it to Rolls-
Royce;
2.1.5 use Confidential Information only
within the limits of the authorisation provided
by the Owner or the Holder;
2.1.6 comply with this policy and the Global
Competition and Anti-Trust Law Compliance
Policy when gathering market and/or product
related intelligence;
2.1.7 keep all Confidential Information
secure and protect it from unauthorised or
accidental disclosure in accordance with the
Rolls-Royce Information Security Policy;
2.1.8 contact the Legal team before
disclosing Rolls-Royce Confidential
Information to a Third Party or Joint Venture if
unsure whether a contract (i.e. non-disclosure/
confidentiality agreement) is needed;
2.1.9 look out for Red Flags when seeking,
accepting or using Third Party or Joint Venture
Confidential Information. Red Flags must be
resolved and a record kept of the action taken;
and
2.1.10 follow any applicable laws, regulations
or rules relevant to Confidential Information,
including export control regulations; intellectual
property laws; government procurement
regulations (such as the Defence and Security
Public Contracts Regulations in the United
Kingdom and the Federal Acquisition
Regulation in the United States) and
competition, anti-trust or anti-monopoly laws.
If you are unable to resolve any Red Flags,
then you should inform the Ethics and
Compliance team as soon as possible and
not share, distribute, use, delete or destroy
the information unless and until advised to
do so by the Ethics and Compliance team.
ABC Manual version 1 Page 6 of 26
3. Global Gifts and Hospitality Policy
Rolls-Royce recognises that Gifts and Hospitality may be an appropriate business practice. However,
improper or excessive Gifts and Hospitality (which includes travel and accommodation) can be a form
of bribery or corruption, which is prohibited under this Manual and by law.
3.1 Offering, giving or
receiving G+H
Any G+H you offer, give or receive in
connection with Rolls-Royce business
must:
3.1.1 be given as a legitimate, justified
business courtesy and never in exchange for
obtaining an inappropriate advantage or
benefit;
3.1.2 be given in an open manner;
3.1.3 not create an expectation that you or
Rolls-Royce will give, or receive, something in
return;
3.1.4 be in good faith and reasonable in
value and frequency;
3.1.5 be compliant with any applicable laws,
rules and regulations;
3.1.6 be paid for by the most senior Rolls-
Royce employee involved with the G+H (when
giving G+H);
3.1.7 be expensed in accordance with the
appropriate business expense policies and
procedures (when giving G+H);
3.1.8 be approved in writing in advance
(where approval is required by this policy). If
advance approval is not possible then
approval must be requested as soon as
possible and, in any event, not more than 30
days after the G+H. In addition, when
submitting your G+H Report, you must explain
why advance approval was not obtained. Gifts
you offer or give that require approval under
this policy must always be approved in
advance;
3.1.9 not influence or appear to influence
the independence of the giver or receiver of
the G+H;
3.1.10 not be provided to a customer when
Rolls-Royce is bidding for a contract, or be
accepted from a supplier when they are
bidding for a contract, if those receiving the
G+H have some influence on the contract
decision and the timing and/or wider
circumstances could be perceived to suggest
that the decision being made could be
influenced by the G+H received, unless the
G+H takes the form of basic refreshments
provided as a business courtesy;
3.1.11 not be cash (or cash equivalents such
as vouchers, gift cards, credit cards or credit
notes);
3.1.12 not be, or give the appearance of
being, lavish, offensive or inappropriate (for
example, adult entertainment); and
ABC Manual version 1 Page 7 of 26
3.1.13 not be in the form of per diem or daily
payments (unless with the prior, written
approval of your Sector Ethics and
Compliance Officer which will only be provided
if there is a legitimate government directive
requiring such payments).
3.2 All employees
You must:
3.2.1 not deliberately structure an
arrangement in order to avoid the
requirements of this policy;
3.2.2 not offer, give or accept tickets to
entertainment, cultural or sporting events
without both the giver and receiver attending;
and
3.2.3 not offer or give to, or accept from, a
business contact of Rolls-Royce any G+H in
your personal capacity in order to avoid the
requirements of this policy;
3.2.4 The financial thresholds below apply
to the G+H as a whole, not each separate
element of it (for example, a meal followed by
a sporting event must be treated as one G+H
event and the G+H will be the total spent on
both elements combined).
3.3 G+H limits, approval and
reporting requirements
You may offer, give or receive G+H (values
are per person per event):
3.3.1 less than £100: without a G+H Report
or specific approvals if the G+H is not subject
to Sections 3.4 to 3.6.
3.3.2 £100 to £200: the approval of your
Line Manager is required and you must create
a G+H Report (see Section 3.7).
3.3.3 more than £200: in addition to the
requirements at Section 3.3.2 the approval of
your Senior Manager is required.
3.4 Government Officials and
State-Owned Companies
To offer or give G+H (values are per person
per event) to a Government Official or an
employee or representative of a State-
Owned Company:
3.4.1 less than £100: the approval of your
Line Manager is required and you must create
a G+H Report (see Section 3.7).
3.4.2 The requirements at Section 3.4.1 do
not apply to basic refreshments under £20 per
person.
You must not offer or give G+H to a
Government Official or an employee or
representative of a State-Owned Company
which is £100 or more per person per event
without the prior written approval of your
Business President (in addition to the
ABC Manual version 1 Page 8 of 26
requirements listed at Section 3.4.1). If
your Line Manager is a Business President
then you do not need any additional
approvals.
3.5 Spouses and Partners
To offer or give G+H (values are per couple
per event) to a spouse or partner of a Third
Party or someone without an obvious
business connection:
3.5.1 up to £200: the approval of your Line
Manager is required and you must create a
G+H Report (see Section 3.7).
3.5.2 The requirements at Section 3.5.1 do
not apply to basic refreshments under £20 per
person.
You must not offer or give G+H to a spouse
or partner of a Third Party or someone
without an obvious business connection
which is over £200 per couple per event
without the prior written approval of your
Business President (in addition to the
requirements listed at Section 3.5.1). If
your Line Manager is a Business President
then you do not need any additional
approvals.
3.6 Contracts
On occasions, Rolls-Royce enters into
contracts that require us to provide G+H, in
particular travel, accommodation and basic
refreshments (for example, as part of a site
or factory visit or training programme). To
provide G+H in this context you must have
written permission from your Sector Ethics
and Compliance Officer and adhere to the
following additional requirements (values
are per person per event):
3.6.1 up to £200: the approval of your Line
Manager is required and you must create a
G+H Report (see Section 3.7).
3.6.2 more than £200: in addition to the
requirements at Section 3.6.1 the approval of
your Senior Manager is required.
3.6.3 The requirements at Section 3.6.1 do
not apply to refreshments under £20 per
person.
Note that, in accordance with Section 3.4
above, if the intended recipient will be a
Government Official or an employee or
representative of a State-Owned Company
then the approval of your Business
President will be required for any offer
worth over £100 per person. This will be
instead of any approvals required under
Sections 3.6.1 and 3.6.2 above.
3.7 G+H Reports
Where you are required to create a G+H
Report:
3.7.1 you must enter the G+H Report on the
register found on the Ethics and Compliance
intranet pages and send evidence of the any
approvals to compliance.operations@rolls-
royce.com within 30 days of the G+H;
3.7.2 when Rolls-Royce has given G+H, the
G+H Report must be created in the name of
the most senior employee involved;
ABC Manual version 1 Page 9 of 26
3.7.3 each employee receiving G+H that
requires a G+H Report must create a G+H
Report in their own name;
3.7.4 you must not include any government
classified or restricted information in a G+H
Report; and
3.7.5 if you are not sure if you are permitted
to include details of a programme or individual
in your G+H Report, contact the Legal
function.
3.8 Visit Conditions
Where Rolls-Royce is considering paying
for G+H as part of a visit over one or more
days, for example a customer visit to a
Rolls-Royce site:
3.8.1 unless approved in writing in advance
by your Senior Manager and your Sector
Ethics and Compliance Officer:
a. Rolls-Royce personnel must always
be in attendance for the visit and any
associated Hospitality;
b. the visit must be to a Rolls-Royce
facility, a customer facility or to a location at
which a Rolls-Royce product is located or from
which a Rolls-Royce service is provided;
c. there must be a clear business
purpose and itinerary for the whole of the visit;
d. travel and accommodation for the
Third Party must not be booked or paid for
directly or indirectly by Rolls-Royce;
e. payments must not be made directly
to the Third Party, in any form, including cash,
cash equivalents or to a bank account;
f. personal expenditure (for example,
newspapers, minibar, personal travel,
shopping, or sightseeing) must not be paid for
by Rolls-Royce; and
g. disproportionate free time must not be
added to the beginning or end of the visit and,
in any event, free time activities, or travel or
accommodation must not be at the expense of
Rolls-Royce.
If the individual carrying out the visit will
be a Government Official or an employee or
representative of a State-Owned Company
then you will also need to follow the
requirements at Section 3.4 above. If this
visit is being offered as part of a contract
then you will also need to follow the
requirements at Section 3.6 above.
ABC Manual version 1 Page 10 of 26
4. Global Facilitation Payments and Extortion Policy
In most countries where we do business, Facilitation Payments are considered Bribes and are illegal.
Rolls-Royce prohibits the making of Facilitation Payments whether or not they are permitted by local
or other laws. Specific examples of Facilitation Payments can be found in a separate guidance note
on the Ethics and Compliance intranet pages.
4.1 Policy
You must:
4.1.1 not offer or make Facilitation
Payments (no matter how small the payments
are) or allow others to offer or make
Facilitation Payments on behalf of Rolls-
Royce; and
4.1.2 report all requests for Facilitation
Payments to:
a. your Line Manager; and
b. your Sector Ethics and Compliance
Officer.
4.2 Extortion
4.2.1 If your health, safety or freedom (or
that of your family, colleagues or people you
are travelling with) could be at risk if you do
not make a payment which is being
demanded, you may make the payment. You
must promptly report the payment and the
circumstances to those listed in Section 4.1.2.
4.2.2 If you make a payment in these
circumstances and you promptly report the
payment in accordance with Section 4.2.1,
Rolls-Royce will not take disciplinary action
against you if you genuinely believed that your
health, safety or freedom or that of your family,
colleagues or travelling companions was in
danger if you didn’t make the payment. This is
extortion and not a Facilitation Payment. The
health, safety and liberty of Rolls-Royce
employees will always be the priority.
ABC Manual version 1 Page 11 of 26
5. Global Conflict of Interest Policy
We seek to avoid Conflict of Interest but, where they occur, we manage them by making appropriate
reports to our management and abiding by the suggested actions to help resolve or manage the
Conflict of Interest. Examples of potential Conflicts of Interest can be found in a separate guidance
note on the Ethics and Compliance intranet pages.
5.1 Policy
You must:
5.1.1 seek to avoid any Conflict of Interest.
When an actual or potential Conflict of Interest
situation arises you must:
a. report the situation promptly to your Line
Manager;
b. take steps to remove or mitigate the
Conflict of Interest after discussion with your Line
Manager; and
c. complete a Conflict of Interest Report
and submit it to the Ethics and Compliance team
at [email protected]. The
suggested template for a Conflict of Interest
Report can be found here; and
5.1.2 abide by laws and regulations relating to
the engagement of current or former
Government Officials.
5.2 Line Managers
Line Managers are responsible for assessing
and managing any actual or potential Conflict
of Interests situations in their team.
You must:
5.2.1 assess any Conflicts of Interest that are
reported to you, or you become aware of, and
determine if an actual or potential Conflict of
Interest exists;
5.2.2 if an actual or potential Conflict of
Interest exists you must:
a. determine the best course of action to
resolve, manage, or terminate the actual or
potential Conflict of Interest, after consulting with
your Sector Ethics and Compliance Officer;
b. review and approve the Conflict of
Interest Report before it is submitted in
accordance with Section 5.1.1(c); and
c. review on an annual basis any reported
Conflicts of Interest to ensure they continue to be
managed appropriately. Any changes should be
reported to the Ethics and Compliance team at
5.3 Ethics and Compliance
The Ethics and Compliance team will review any
Conflict of Interest Report submitted in
accordance with Section 5.1.1, respond to
acknowledge it or provide additional
recommendations and send a copy to the
relevant Sector Ethics and Compliance Officer
for their awareness.
ABC Manual version 1 Page 12 of 26
6. Know Your Partner Policy
For legal and reputational reasons, Rolls-Royce needs to know who it is doing business with. This
policy is designed to help us assess the potential ABC risks posed by Third Parties we deal with
(which includes customers and suppliers).
6.1 Policy
6.1.1 We will only engage and transact with
Third Parties of known integrity who will not
expose Rolls-Royce to unacceptable
reputational or legal risks and require that their
conduct meets our standards at all times.
6.1.2 For certain Third Parties that we deal
with due diligence must be undertaken. The due
diligence required varies depending on the type
of Third Party. Details on what due diligence is
required can be found in the Know Your Partner
Procedures (found on the Ethics and
Compliance intranet pages).
6.1.3 For each Third Party there should be an
individual (the “Proposer”) who is assigned
overall responsibility for ensuring that the
requirements of the Know Your Partner
Procedures are followed. This should be an
employee involved with the management of the
relationship with the Third Party (for example,
the customer relationship manager).
6.1.4 It is the responsibility of anybody
interacting with the Third Party to look for Red
Flags and, if any are found, to report these to
their Sector Ethics and Compliance Officer as
soon as possible.
6.2 Proposers
The Proposer must:
6.2.1 ensure that the due diligence
requirements for that type of Third Party are
followed as detailed in the Know Your Partner
Procedures; and
6.2.2 contact your Sector Ethics and
Compliance Officer or consult the Frequently
Asked Questions page if you have any
questions.
ABC Manual version 1 Page 13 of 26
7. Global Advisers Policy
Whilst Rolls-Royce uses its own employees to conduct business where possible, sometimes we must
use Advisers, such as agents, consultants and distributors, to assist in marketing and distributing our
products and services or in strategic or political matters. This policy and the Global Advisers
Procedures (the “Advisers Procedures”) govern the appointment, payment, monitoring and
termination of Advisers.
7.1 Policy
7.1.1 We will only use Advisers where there is
a genuine business need to do so and where the
Advisers meet our standards, act with integrity
and will not expose Rolls-Royce to unacceptable
reputational or legal risks.
7.1.2 It is an Adviser’s work, not its title, which
is important. Any Third Party providing Adviser
Services will be covered by this policy regardless
of any alternative description of them. Further
guidance can be found in the Advisers
Procedures. If an employee is unsure whether a
Third Party is an Adviser, they must contact their
Sector Ethics and Compliance Officer.
7.2 All employees
You must:
7.2.1 only appoint, renew, amend and/or
terminate the terms of appointment of an Adviser
in accordance with applicable law and
regulations and the steps set out in the Advisers
Procedures;
7.2.2 only make payments to Advisers that are
approved in accordance with the Advisers
Procedures, and that are accurately described
and recorded in our books and records; and
7.2.3 monitor Advisers’ performance and
require evidence that the relevant services are
provided by Advisers.
7.2.4 only appoint an Adviser or renew or
amend a contract with one the following can be
demonstrated:
a. there is no apparent risk that the Adviser
will engage in corrupt or unethical behaviour;
b. there is a clear and documented
business case for using the Adviser (which
justifies the proposed remuneration); and
c. that the Adviser does not pose a
reputational risk to Rolls-Royce.
7.3 Red Flags
If employees become aware of any Red Flags
relating to an Adviser, they must report them
immediately to their Sector Ethics and
Compliance Officer. The existence of a Red
Flag does not automatically mean that Rolls-
Royce must not engage, or must cease dealing
with, the Adviser, but any Red Flags must be
investigated and resolved without delay. The
exact nature of any resolution will depend on the
circumstances surrounding each Red Flag.
ABC Manual version 1 Page 14 of 26
7.4 Representations on the
use of Advisers (for example,
Integrity Pacts)
Some customers and government bodies require
that we provide representations regarding the
Advisers that we retain, use or plan to use in a
particular territory.
Any contract, terms and conditions or bidding
document that contains a representation
regarding the use of Advisers (for example, an
integrity pact) must be reviewed and approved
by your Sector Ethics and Compliance Officer
before the contract/ document is signed.
ABC Manual version 1 Page 15 of 26
8. Global Lobbying and Political Support Policy
Rolls-Royce is committed to ensuring that any Lobbying Activity or Political Support is done in
compliance with all laws and regulations and our zero-tolerance approach to bribery and corruption.
8.1 Policy
8.1.1 All Lobbying Activity and Political
Support must be consistent with the Global
Code of Conduct and this policy.
8.1.2 All employees and anyone acting on
behalf of Rolls-Royce contemplating Lobbying
Activity or Political Support must act with
honesty, integrity and transparency at all times
and seek advice from the relevant Government
Relations team to ensure compliance with local
laws and regulations and must ensure that the
information that they provide on their Lobbying
Activity is transparent, factually correct and fairly
represented.
8.1.3 Any Third Party conducting Lobbying
Activity on our behalf is an Adviser and must be
approved under the Global Advisers Policy.
8.1.4 Employees must not make any Political
Donations on behalf of Rolls-Royce.
8.1.5 Certain Rolls-Royce employees in the
United States have a right to organise Political
Action Committees. Rolls-Royce will comply
with all laws and regulations governing such
Political Action Committees.
8.1.6 All employees who take time out of work
(not as annual leave or vacation or other
personal time off) to carry out Personal Political
Support must obtain approval from their Line
Manager and keep a record of the time spent
providing that Personal Political Support. That
record must be submitted each year by 31
December to the relevant Government Relations
team for the purpose of ensuring that Rolls-
Royce has not breached its shareholder
resolution to not make Political Donations above
a certain limit.
8.2 Political Support Activities
8.2.1 Rolls-Royce does not prefer one
political party over another, but, occasionally, we
get involved in activities, not connected to our
business activities involving the political
community, such as political figures visiting our
sites. Employees should always seek advice
from the relevant Government Relations team
before approving such activities.
8.2.2 Our general principle is to decline
invitations for political comment and, if there is
any doubt, employees should consult the
relevant Government Relations team for advice.
ABC Manual version 1 Page 16 of 26
9. Speak Up Policy
It is vital that all employees and stakeholders support the Ethics and Compliance programme and we
encourage them to act as our first line of defence by speaking up when they see, or become aware of,
unethical behaviour. Rolls-Royce is committed to having an environment where employees can raise
concerns and ask questions without fear of retaliation.
9.1 Policy
9.1.1 All employees and stakeholders are
encouraged to raise ethical concerns or ask
questions via one of our four main channels:
a. your Line Manager;
b. a subject matter expert (for example,
your local HR Manager, your Sector Ethics and
Compliance Officer or the Export Control team);
c. your Local Ethics Adviser; or
d. the Rolls-Royce Ethics Line.
9.1.2 All concerns raised are taken seriously
and Rolls-Royce is committed to ensuring that
all matters raised are appropriately investigated,
to the extent that this is possible. For concerns
raised to your Sector Ethics and Compliance
Officer, your Local Ethics Adviser or via the
Rolls-Royce Ethics Line, we aim to conclude all
investigations within 60 calendar days.
9.1.3 It should not be necessary for you to
raise your concern or ask a question by more
than one of the channels set out in Section
9.1.1. In particular, these speak up channels
are not a route of appeal if an employee is
dissatisfied with the outcome from another
process.
9.1.4 Retaliation against individuals who
speak up about genuine concerns is not
accepted and should be reported by one of the
methods outlined in Section 9.1.1.
9.2 Line Managers, Subject
Matter Experts and Local Ethics
Advisers
9.2.1 If an employee or stakeholder raises an
ethical concern to you or asks a question, you
should ensure that it is given priority and
resolved in a timely manner.
9.2.2 If you are unsure how to deal with the
concern or question, you should contact the
Ethics and Compliance team for further
guidance or consult the Ethics Toolkit for
Managers which contains further guidance on
what to do when someone speaks up to you.
9.3 Rolls-Royce Ethics Line
9.3.1 The Rolls-Royce Ethics Line is a service
which allows employees and other stakeholders
to raise ethical concerns or ask ethical questions
confidentially and anonymously (if they wish) in
their own language via the telephone or an
online form.
9.3.2 The Rolls-Royce Ethics Line is
managed by an external company to ensure
ABC Manual version 1 Page 17 of 26
anonymity and when a concern or question is
received, it is sent to the Ethics and Compliance
team who will deal with it appropriately. The
Ethics and Compliance team does not have a
team of investigators and so investigations are
typically done by subject matter experts or
independent managers supported by HR.
9.3.3 The role of the Ethics and Compliance
team is to have oversight of the concern and
ensure it is investigated appropriately. The
Ethics and Compliance team will provide
feedback to the reporter once the investigation
has concluded.
9.3.4 Due to the confidential nature of
investigations, the reporter should not expect to
receive detailed feedback on the findings.
9.3.5 There are robust controls in place to
protect the privacy of individuals who use the
Rolls-Royce Ethics Line. All our employees are
required to handle any personal data, including
that within Ethics Line reports, in line with the
Global Data Privacy Policy and associated
guidance.
ABC Manual version 1 Page 18 of 26
10. Where to find out more
The Rolls-Royce Ethics and Compliance team
or specifically the Head of Ethics and Compliance
Jo Morgan
Head of Ethics and Compliance
Rolls-Royce plc, ML-48, PO Box 31,Derby DE24 8BJ
Email: [email protected]
The Rolls-Royce Ethics and Compliance intranet pages
The sustainability section of the Rolls-Royce website
You should also be aware of, and follow, the mandatory ABC requirements set out in the following global
policies:
• Global Offset Policy and Procedures
• Global Charitable Contributions and Social Sponsorships Policy
ABC Manual version 1 Page 19 of 26
Appendix 1 – Common Terms
ABC Policies: The policies in this Manual.
Adviser: Any Third Party engaged to provide
Adviser Services.
Adviser Services: Guiding, promoting, carrying
out, performing, assisting or supporting the
sales and marketing of Rolls-Royce products,
parts and services, the strategic development or
political context of Rolls-Royce or its business or
distributing Rolls-Royce products or services.
Examples of these types of services include:
• direct or indirect promotion and support of
marketing/sales or business development
campaigns;
• assistance with understanding a
customer’s organisation, a customer’s
requirements or a customer’s budget
allocation;
• assistance with Lobbying Activity; and
• assistance with setting up meetings with
contacts at a customer.
Please note this list is not exhaustive and more
guidance can be found in the Advisers
Procedures.
Bribe: Anything of value including any financial
or other advantage given, offered, requested or
received in order to improperly influence or
reward any act, inaction or decision of any
person, including a Government Official or an
employee or representative of a State-Owned
Company or a director, officer, employee, agent
or representative of a Third Party.
Confidential Information: Information, in any
form, that is not in the public domain and is
intended to be protected from disclosure,
regardless of whether it is labelled “confidential”.
Examples include technical data, drawings, trade
secrets, know-how and commercial and pricing
information.
Conflict of Interest: Any relationship, (personal
or professional), influence or activity that may
impair, or appear to impair, the ability of
employees to:
• make fair and objective decisions when
performing their jobs; or
• act in the best interests of Rolls-Royce.
Conflict of Interest Report: A written report
detailing a Conflict of Interest. The report must
set out the nature of the Conflict of Interest and
the steps taken to manage, resolve, or remove
the Conflict of Interest. There is no mandatory
format, but a suggested template can be found
on the Ethics and Compliance intranet pages.
Facilitation Payment: A payment made to
facilitate or expedite decisions or actions by
government agencies or Government Officials.
The payment of a fee to fast track or speed up a
service in accordance with an official and
published price list is not a Facilitation Payment.
G+H: Any Gift, Hospitality or Gift and Hospitality
combined as a single event. A single event may
be for several days (for example, a visit as in
Section 3.8) or may involve multiple venues
(such as a bar, restaurant and sporting event).
ABC Manual version 1 Page 20 of 26
G+H Report: Any report detailing the offering,
giving or receiving of G+H.
Gift: Anything of value offered, or given to, or
received from, a Third Party that is not
Hospitality.
Government Official: Any:
• employee of a State-Owned Company;
• officer or employee, or anyone acting on
their behalf, of any department, agency or
instrument of a government (at any level).
This includes (but is not limited to)
employees and members of the military,
para-military, security services, police
force, customs, border patrol, legislatures
and judicial system of any country;
• elected political representative;
• political party and any officer, employee or
other person acting on behalf of a political
party;
• candidate for public office;
• member of a ruling or royal family;
• officer of any body, whether public or
private, that has delegated powers to
administer public funds;
• officer or employee of a public
international organisation (for example,
the United Nations and the World Bank);
• special adviser to governments, or
individual government officials, whether
paid or unpaid, formal or informal; and
• family member of any of the above.
Holder: The person or entity that has been
provided with Confidential Information but may
use it only within the limits of its authorisation.
Hospitality: Any travel, food, drink,
accommodation, entertainment, cultural or
sporting event (participating or watching), offered
to or by, given to, or received from, a Third Party.
Joint Venture: legal entities which Rolls-Royce
owns and/or controls more than zero but less
than 100% of.
Line Manager: The employee who approves the
expenses of another employee. If your Line
Manager is a member of the Rolls-Royce
Executive Leadership Team or Rolls-Royce
Board then their approval for any G+H is all that
is required and any reference to Senior Manager
approval in the Global Gifts and Hospitality
Policy should be disregarded.
Lobbying Activity: Activity which is carried out
in the course of business for the purpose of:
• influencing a government or a
Government Official; or
• advising others how to influence a
government or a Government Official,
other than activity in support of specific sales or
business development activities.
Owner: The person or entity that owns the
Confidential Information and can authorise its
disclosure to, and use by, another party.
Personal Political Support: Any activity which
requires an employee to come into contact with
the political community or deal with political
matters in a personal capacity rather than in a
capacity representing Rolls-Royce, other than
voting in government elections or activity during
annual leave, holiday or other approved personal
time off.
ABC Manual version 1 Page 21 of 26
Political Action Committees: A group that
raises and contributes money to political
campaigns and candidates.
Political Donation: A payment or transfer of
value (which includes time) made to a political
party, political organisation, think-tank or charity
affiliated with a political party, or any
representatives of such parties, or individuals
standing for public office.
Political Support: Activity which requires Rolls-
Royce, or its representatives, to come into
contact with the political community or deal with
political matters.
Red Flags: Indicators, or warning signs, of
potential breaches of this Manual. Examples of
Red Flags can be found at Appendix 2.
Senior Manager: The employee who approves
the expenses of another employee’s Line
Manager.
State-Owned Company: a company which a
government or government body owns or
controls 50% or more of, directly or indirectly.
Any entity owned or controlled in part by more
than one government shall be a State-Owned
Company if their combined ownership or control
is 50% or more even if no single government
owns 50% or more.
Third Party: Any entity or individual other than
Rolls-Royce, its wholly-owned subsidiaries and
Joint Ventures.
ABC Manual version 1 Page 22 of 26
Appendix 2 - Red Flags
Red Flags are indicators, or warning signs, of potential breaches of this Manual. You must not ignore
Red Flags, but what you do when you see them will depend on the circumstances of each case. The
following are examples of common Red Flags. This list is not exhaustive and you need to look out for
anything which indicates that things may not be right.
Issues relating to the Third Party’s reputation
• A history or reputation for corruption or other criminal activity (for example, tax evasion), or
representation by the Third Party of other companies with a questionable reputation.
• Attempts by the Third Party to avoid anti-bribery and corruption contractual commitments.
• Any indication that the Third Party has been debarred or is ineligible to contract with any
customer (including governments).
• Any indication that the Third Party has committed an export control violation, including a
violation of the US International Traffic in Arms Regulations.
Issues relating to the Third Party’s capability
• Uncertainty as to whether the Third Party is suitably qualified or resourced for the work.
• The Third Party has no significant business presence within the relevant territory.
• Lack of a clear business case for appointing the Third Party or any refusal to provide full details
of what the Third Party will do or has done.
Any lack of clarity, missing information or unusual behaviour by the Third Party
• The Third Party’s involvement arises just before the award of a contract.
• Any statements that certain amounts of money will be needed to "seal the deal", "get the
business" or for a poorly specified purpose (for example, to "make arrangements") or that the
Third Party can circumvent or "expedite" normal business or bid processes.
• Lack of transparency in expenses and accounting records of the Third Party (for example,
seeking to hide certain payments and less obvious concealment).
• Any attempt by the Third Party to avoid disclosure of their identity or their engagement as a
Third Party.
• Any request from the Third Party to prepare or execute false or inaccurate documentation.
ABC Manual version 1 Page 23 of 26
• Any indication that information has been deliberately removed from written communications (for
example, statements like "It is best if we discuss in person - I don't want to put it in writing").
• The Third Party is a shell company or has some other unorthodox corporate structure.
• Any indication that the Third Party has committed a violation related to obtaining or using
unauthorised Confidential Information.
Links to customers, Government Officials or State-Owned Companies
• Any indication that the Third Party has been recommended by a Government Official or by a
representative of a State-Owned Company or the customer.
• Any suggestion of a close personal or professional relationship to a government or customer
(whether as an employee, contractor, associate, relative, spouse or close acquaintance).
• The Third Party is (a) an active or retired Government Official, (b) owned at least in part by a
Government Official or (c) is a former employee of a State-Owned Company.
Payments
• Any payment to:
o entities other than the Third Party (such as to personal bank accounts); or
o accounts outside the relevant territory or place of business of the Third Party.
• Any requests for:
o "urgent" payments (especially if just prior to the anticipated award of a contract or a
payment due under an existing contract); or
o payment of amounts "up-front" (including a loan to be repaid from future
remuneration); or
o payment into multiple bank accounts; or
o payment in cash or cheque or by way of an equity investment; or
o non-standard descriptions/narratives on electronic transfers; or
o a payment or Gift for the Third Party or for another; or
o a commission or payment that is excessive or above the going rate.
ABC Manual version 1 Page 24 of 26
Confidential Information
• The provider requests that you do not disclose who provided the information.
• The provider tries to disclose the information via a suspicious, secret or unofficial channel such
as personal email.
• It is not clear how the provider obtained the Confidential Information, why someone in his or her
position would have such information or how someone in his or her position would have
obtained authorisation to share it with you.
• The provider asks for, or suggests that you give him/her, something in his/her individual
capacity in return for the Confidential Information.
• The document which the Holder sends to you contains a statement, which says that the
information is confidential and cannot be disclosed without the written consent of the Owner.
Note that this list can never be exhaustive and will be kept under review and published on the Ethics
and Compliance intranet pages.
ABC Manual version 1 Page 25 of 26
Appendix 3 – Global Gifts and Hospitality Policy Summary
Cash or cash equivalents (e.g. vouchers etc).
Never Permitted
G+H that can be considered lavish, offensive or
inappropriate.
G+H that is not compliant with applicable laws, rules and
regulations.
G+H intended to influence, or could be perceived as intended
to influence, the giver or receiver.
G+H for a customer when Rolls-Royce is bidding for a
contract, or from a supplier when they are bidding for a
contract, if those receiving it have influence on the contract
decision and the timing/wider circumstances may indicate
that the decision could be influenced by the G+H received.
Per diem or daily payments. Required by a legitimate government directive; and
Sector Ethics and Compliance Officer approval.
G+H to a Government Official or
employee of a State-Owned Company.
Under £100 Line Manager approval; and
G+H Report.
£100 or more As above plus Business President approval.
G+H to a spouse, partner or person without
a business connection (financial limit
applies to the couple).
£200 or less Line Manager approval; and
G+H Report.
Over £200 As above plus Business President approval.
G+H given that is required by a contract.
£200 or less
Sector Ethics and Compliance Officer approval; and
Line Manager approval; and
G+H Report.
Over £200 As above plus Business President approval.
All other G+H given or received.
Under £100 No specific approvals or G+H Report.
£100 to £200 Line Manager approval; and
G+H Report.
Over £200 As above plus Senior Manager approval.
ABC Manual version 1 Page 26 of 26
Document control - for internal use only
STATUS Final
VERSION NUMBER/FINAL Version 1
EFFECTIVE DATE 25 September 2017
NEXT SCHEDULED REVIEW DATE
October 2018
SPONSOR General Counsel
OWNER Head of Ethics and Compliance
AUTHOR Ethics and Compliance Counsel
SUPERSEDES VERSION DATED/REFERENCE
First version
SCOPE All employees globally, controlled subsidiaries and JVs
© 2017 Rolls-Royce plc The information in this document is the property of Rolls-Royce plc and may not be copied, communicated to a third party, or used for any purpose other than that for which it is supplied, without the express written consent of Rolls-Royce plc.