Last updated V1.5 – 2^nd December 2022

Introduction

Arwen AI Limited’s (Arwen) Anti-Fraud, Bribery and Corruption Policy is designed to promote an anti-fraud culture and consistent organisational behaviour across the company when dealing with cases of suspected fraud, bribery or corruption. It sets out responsibilities for fraud prevention and detection and provides clear guidelines and procedures for reporting cases of suspected fraud and corruption and for the conduct of investigations.

Definitions

Fraud

The Fraud Act 2006 established three main offences of fraud, all of which carry a maximum sentence of 10 years and/or an unlimited fine. The offences are:

fraud by false representation
fraud by failing to disclose information or
fraud by abuse of position.

The following actions are among those which fall within the definition of fraud:

theft of company property, including information
misappropriation or use of company assets for personal gain
false accounting – dishonestly destroying , defacing, concealing or falsifying any account, record or document required for any accounting purpose
forgery or alteration of company documents
wilful destruction or removal of company records
any computer- related activity involving the alteration, destruction, forgery or manipulation of data for fraudulent purposes or misappropriation of Arwen owned software
falsification of travel and subsistence claims
knowingly generating or paying false claims or invoices
unauthorised disclosure of confidential information to third parties e.g. confidential details of current business activities or of bids or activities that the company is contemplating.

Bribery

Bribery is the offer, promise, giving, demanding or acceptance of an advantage as an inducement for action which is illegal, unethical or a breach of trust.

Bribes can take many different forms, but typically they involve corrupt intent. A bribe could be:

the direct or indirect promise of anything of value
the offer of a fee, reward or other advantage
the giving of a donation.

Corruption

Corruption is the misuse of power for private gain.

The Bribery Act 2010 makes bribery and corruption a criminal offence and holds companies liable for failing to prevent acts of bribery or corruption by those working for or on its behalf, no matter where the act takes place.

Policy Scope

This policy applies to all Arwen’s directors and staff, whether permanent, fixed term, or temporary and to any consultants and sub-contractors working on Arwen’s behalf.

Policy Statement

Arwen expects high standards of conduct and probity from all of its directors and staff and requires them at all times to act honestly, with integrity and to safeguard the resources for which they are responsible. The company also expects its suppliers, delivery partners and sub-contractors to maintain the same high standards of conduct and probity.

Arwen is committed to developing an anti-fraud culture and actively seeks to deter and prevent fraud and corruption by ensuring that risks are identified and managed effectively. The company will not accept any level of fraud, bribery or corruption and will investigate thoroughly all suspected cases. Staff involved in an impropriety of any kind will be subject to the company’s disciplinary procedures and legal action will be taken where appropriate.

To ensure that this policy is implemented effectively, Arwen will:

identify and include fraud and corruption risks within its risk management processes
develop and maintain appropriate control systems to reduce the risk of fraud and corruption
encourage a culture of prevention and deterrence
ensure that responsibilities are clearly defined and communicated at all levels
encourage staff and others to be vigilant and report any genuine suspicions of fraudulent activity
ensure that if a fraud occurs, a prompt and thorough investigation takes place, without regard to position held or length of service of employees concerned
take appropriate disciplinary and legal action in all cases, where justified
review systems and procedures to prevent similar fraud should a fraud occur
ensure that anti-fraud considerations are built into tendering and sub-contracting processes.

Roles and Responsibilities

The CEO hold overall responsibility for Arwen’s corporate anti-fraud policy and procedures. They are responsible for establishing and maintaining a sound system of internal control to manage the whole range of risks that Arwen faces. An Audit Committee, made up of at least 3 non-executive directors appointed by the Board, is responsible for reviewing the effectiveness of the company’s internal controls and risk management systems and company procedures for detecting fraud.

CEO Responsibilities

In addition to the roles and responsibilities defined within Annex 1, the Chief Executive Officer is responsible for:

identification and evaluation of risks and risk management
notifying supply–chain partners/sub-contractors of the nature of any investigation relating to a case of suspected fraud involving one or more of their employees.
reporting significant incidents of fraud to the Arwen’s Board (for example, where a significant sum of money is involved or if there is likely to be public interest because of the nature of fraud).
identification and evaluation of risks and risk management
developing and implementing fraud prevention and detection measures
the regular review of the company’s financial regulations and accounting procedures
arranging for the internal audit of the company’s financial regulations and accounting procedures to ensure compliance
providing advice and assistance to managers on control issues.
development and regular review of the Anti-fraud, Bribery and Corruption policy
ensuring that all managers and staff are aware of Arwen’s Anti-fraud, Bribery and Corruption Policy through the dissemination of information and provision of relevant training
providing advice and assistance to managers in the application of the policy should a case of suspected fraud occur
heading up an investigation team in response to a report of suspected fraud, when required to do so by the Risk Management Incident Group.
reporting to the Risk Management Incident Group on the progress of any investigation.

Operations Directors/Managers & Other Contract Manager Responsibilities

ensuring that all staff are familiar with the Anti-fraud, Bribery and Corruption Policy
identifying the risks involved in the contracts for which they are responsible
developing the local control systems necessary to prevent and detect fraud
reviewing and testing regularly the control systems for which they are responsible to ensure they are operating effectively
ensuring that staff have received appropriate training on control systems and that controls are complied with
notifying the Company Risk Officer when any case of suspected fraud is reported to them
ensuring that delivery partners and sub-contractors have an anti-fraud policy and procedures in place and meet the contractual requirements relating to the prevention of fraud and dealing with suspected incidents of fraud
assist sub-contractors in developing appropriate controls systems to prevent and detect fraud if appropriate
ensuring that the staff of any sub-contractors involved in the delivery of a Arwen’s contract, are aware of anti-fraud policies and procedures
ensuring that audits of contracts with sub-contractors include compliance with anti-fraud policies and procedures.
responding to media enquiries which may arise from a case of fraud or corruption.
taking appropriate legal action against perpetrators of fraud
seeking the repayment of losses to the company and the recovery of any costs.
ensuring that disciplinary action is taken against perpetrators of fraud
preparing the response to requests for references for any member (or former member) of staff who has been disciplined or prosecuted for fraud.

All Staff Members are responsible for:

being alert to the possibility of fraud and taking special care if unusual events or transactions occur
reporting details immediately if they suspect that fraud is taking/has taken place or if they see any suspicious acts or events (see procedure below)
co-operating fully with any internal checks, reviews or investigations
co-operating fully with audit or investigation by external bodies such as HM Revenue and Customs and contracting bodies who may invoke their right to conduct audits as set out in the contract between the contracting body and

Conflicts of Interest

Employees are required to fully disclose any situation in which his or her personal interests may conflict with those of the company.

Any employee who is, or might be influenced by personal considerations which may hinder objective decision-making must seek advice from an appropriate senior manager.

Gifts and Hospitality

Employees and their families must not accept, directly or indirectly, any money, gifts or hospitality which could influence or appear to influence decisions they make on behalf of the company. Staff responsible for the purchase of supplies, equipment or services must take particular care to ensure that there can be no criticism that unequal treatment has been given to suppliers involved in tendering processes, through the acceptance of gifts or other benefits.

Employees who are offered a gift as an inducement for preferential treatment must decline or return it as appropriate, with a suitably courteous letter explaining company policy.

Employees should not give any gift or hospitality with the expectation that they and/or the company will benefit from it, since this may constitute a bribe.

The acceptance and/or offer of small gifts and/or casual hospitality such as business lunches, dinners or invitations to events, is acceptable within reasonable grounds, as long as it is a normal and appropriate expression of business courtesy and that the recipient is not placed under any obligation.

If a member of staff is in any doubt as to the propriety of giving or receiving any gift or hospitality then he/she must consult his/her line manager.

Corruption and National or Local Government Officials

Contacts with and/or gifts to or from national or local government officials can be particularly sensitive. Employees must not offer or provide, either directly or indirectly, any pecuniary or other advantage to or for a public or corporate official in order to obtain or retain business or secure any improper business advantage. Any employee who is asked by a government or corporate official to circumvent these rules must immediately report the matter to the Managing Director.

Political Contributions

Employees should not make any contributions to either individual politicians or political parties in order to secure political or commercial influence on behalf of the company. (This does not preclude private donations to political parties made by individual employees which otherwise would be lawful).

Anti - Fraud Arrangements with Sub-Contractors/ Delivery Partners

Arwen expects its sub-contractors and delivery partners to maintain high standards of conduct and probity and to have in place anti-fraud processes similar to those of Arwen. All of Arwen’s sub-contractors should therefore be required to:

have in place anti-fraud and confidential disclosure (‘whistleblowing’) policies and procedures
immediately report any case of suspected fraudulent activity by its employees to the Arwen’s Operations Manager responsible for the contract, who will then initiate an investigation following the procedures outlined in this policy
immediately suspend any member of staff who is suspected of fraud
ensure that all its employees are informed about and have access to its anti-fraud and confidential disclosure (‘whistleblowing’) policies.

Where necessary, Arwen will assist providers in developing appropriate control systems to prevent and detect fraud when appropriate. Where a potential sub-contractor is judged to have inadequate processes and is unwilling to commit to Arwen standards, Arwen will not proceed to contract with that provider.

Reporting a Suspicion of Fraud

Fraud may be discovered in a number of ways, including the following:

Through planned audit work
Through the operation of management and control procedures
A concern may be raised by a member of the public
A concern may be raised by an employee.

Staff are encouraged to report any suspicion of fraud, bribery or corruption or any other form of malpractice. The Confidential Disclosure (‘Whistleblowing’) Policy makes clear that staff can report suspicions confidentially and without fear of victimisation or subsequent discrimination or disadvantage, whatever the outcome of an investigation.

Procedure – Reporting a Suspicion of Fraud

Please see Annex 1

Communication and Training

This policy is communicated to all staff via the normal company channels, including Prospectus and the company intranet and is introduced to all new staff at induction.

Internal Controls and Audit

Internal control systems are subject to regular audits to provide assurance that they are effective in countering fraud, bribery and corruption.

The company’s external auditors review the internal financial control systems on an annual basis as part of their statutory audit. Any control issues arising or recommendations for improvement are set out in the Key Issues Memorandum which is presented by the external auditors to the Audit Committee.

Internal audits of the company’s financial controls are carried out periodically by senior members of the finance team and the Company Risk Officer who are not directly involved in the area being reviewed.

Review

This policy is reviewed every year or in the event of any change in related government policy.