1.1. This policy applies to all entities in the Manolo Blahnik Corporate Group (Manolo Blahnik Group). Where there are entity-specific requirements this will be mentioned as an exception.
1.2. The directors of the Manolo Blahnik Group have overall responsibility for ensuring this policy complies with the Manolo Blahnik Group’s legal and ethical obligations and that all entities that make up the Manolo Blahnik Group comply with this policy.
1.3. The Manolo Blahnik Group Legal Department, People and Culture Team and Internal Controller shall have day-to-day responsibility for implementing this policy, monitoring its use and effectiveness, educating and training team members on this policy, dealing with queries and auditing internal control systems and procedures to ensure they are effective in countering bribery and corruption.
1.4. Manolo Blahnik Group managers at all levels are responsible for ensuring those reporting to them understand and comply with this policy and are given adequate and regular training on the policy and its application.
1.5. The Manolo Blahnik Group expects its consultants, contractors, suppliers, service providers and agents to comply with this policy and to have a similar policy in place which also sets out their overall responsibilities, management, monitoring, training and auditing of compliance with this policy.
1.6. The Manolo Blahnik Group Legal Department is responsible for reviewing and updating this policy.
2.1. This policy sets out:
2.1.1. the Manolo Blahnik Group’s responsibilities and the responsibilities of those working for and on behalf of the Manolo Blahnik Group in observing and upholding the Manolo Blahnik Group’s position on bribery and corruption; and
2.1.2. information and guidance to recognise and deal with potential bribery and corruption issues.
2.2. In this policy, “Third Party” means an individual or organisation you come into contact with during the provision of goods and /or services to the Manolo Blahnik Group and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, government bodies and public bodies including each of their advisors, representatives and officials.
2.3. This policy applies to all persons working for and on behalf of any company in the Manolo Blahnik Group in any capacity, including third party employees at all levels, directors, officers, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third-party representatives and business partners, sponsors and any other person associated with our business (or your business), wherever located.
3.1. The Manolo Blahnik Group conducts business in an honest and ethical manner and adopts a
zero-tolerance approach to bribery and corruption.
3.2. The Manolo Blahnik Group is committed to:
acting professionally, ethically and with integrity in all business dealings and relationships;
enforcing effective systems to counter bribery and corruption; and
complying with all laws relevant to countering bribery and corruption in the jurisdictions in
which we operate, and we expect employees, suppliers, service providers and agents to do the same.
3.3. The UK Bribery Act (the “Act”), along with equivalent legislation in other territories in which the Manolo Blahnik Group operates, apply to our global business operations. It is a criminal offence to offer, promise, give, request, or accept a bribe by or on behalf of the Manolo Blahnik Group and to do so may be punishable by imprisonment and/or a fine. The Act also requires businesses to take steps to prevent bribery and corruption, with individuals involved in corruption and bribery liable to criminal sanctions. The Manolo Blahnik Group therefore takes its responsibilities very seriously and ask that its employees, suppliers, service providers and agents do the same.
3.4. This policy may be amended and updated from time to time. The Manolo Blahnik Group conducts business in an honest and ethical manner and adopts a zero-tolerance approach to bribery and corruption.
YOUR RESPONSIBILITIES AND RAISING CONCERNS
3.5. Manolo Blahnik employees must ensure that they read, understand and comply with this policy and communicate the same to service providers and suppliers that provide goods and services to or for the Manolo Blahnik Group.
3.6. Service providers and suppliers must ensure that this policy is provided to and read, understood and complied with by their business, employees, contractors, agents, suppliers, service providers and nominees involved in any way with the Manolo Blahnik Group.
3.7. Manolo Blahnik Group employees, suppliers and service providers must undertake reasonable and proportionate due diligence and risk assessments on third parties engaged to provide products and services to or for the Manolo Blahnik Group.
3.8. The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for the Manolo Blahnik Group and on its behalf. You are required to avoid activity that might lead to or suggest a breach of this policy and must notify any actual or suspected violation of this policy, suspicions, queries or concerns immediately:
3.8.1. for Manolo Blahnik Group employees – to your manager and/or in accordance with the Whistleblowing Policy; and
3.8.2. for suppliers and service providers – to your Manolo Blahnik contact and the Manolo Blahnik legal department (legal@manoloblahnik.com).
BREACHES OF THIS POLICY
3.9. Any breach or permitted or sanctioned breach of this policy by a Manolo Blahnik Group employee, service provider or supplier, including those committed by a supplier’s or service provider’s employee, sub-contractors, agents or nominees, will be a material breach of the relevant agreement with the Manolo Blahnik Group and such breach may result in the termination of our relationship.
WHAT ARE BRIBERY AND CORRUPTION?
4.1. Bribery is offering, promising, giving, accepting, requesting or demanding financial or other advantage, to induce or influence the recipient or any other person to act improperly in the performance of their functions, or to reward them for acting improperly, or where the recipient would act improperly by accepting the advantage.
4.2. An advantage includes money, gifts, loans, fees, hospitality, services, discounts, the award of a contract or anything else of value.
4.3. A person acts improperly where they act illegally, unethically, or contrary to an expectation of good faith or impartiality, or where they abuse a position of trust. The improper acts may be in relation to any business or professional activities, public functions, acts in the course of employment, or other activities by or on behalf of any organisation of any kind.
4.4. Corruption is the abuse of entrusted power or position for private gain. This includes:
4.4.1.Offering a bribe: You offer someone tickets to a major sporting event, but only if they agree to do business with you in a certain way. This would be an offence as you are making the offer to gain a commercial and contractual advantage. We may also be found to have committed an offence because the offer has been made to obtain business / goods for us. It may also be an offence for the potential supplier to accept your offer.
4.4.2.Receiving a bribe: A supplier gives your nephew a job but makes it clear that in return they expect you to use your influence in our organisation to ensure we continue to do business with them. It is an offence for a supplier to make such an offer. It would be an offence for you to accept the offer as you would be doing so to gain a personal advantage.
4.4.3.Bribing a foreign official:You arrange for the business to pay an additional "facilitation" payment to a foreign official to speed up an administrative process, such as clearing our goods through customs or obtaining a licence in that territory. The offence of bribing a foreign public official is committed as soon as the offer is made. This is because it is made to gain a business advantage. We may also be found to have committed an offence if the offence is carried out by someone acting on our behalf.
4.5. The Manolo Blahnik Group is responsible for ensuring these offences do not occur within its business.
PROHIBITED ACTIONS
4.6. It is not acceptable for you (or someone on your behalf) to:
4.6.1. give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;
4.6.2. give or accept a gift or hospitality during any commercial negotiations or tender process, if this could be perceived as intended or likely to influence the outcome;
4.6.3. accept a payment, gift or hospitality from a third party that you know or suspect is offered with the expectation that it will provide a business advantage for them or anyone else in return;
4.6.4. accept hospitality from a third party that is unduly lavish or extravagant under the circumstances.
4.6.5. offer or accept a gift to or from government officials or representatives, or politicians or political parties;
4.6.6. threaten or retaliate against another individual who has refused to commit a bribery offence or who has raised concerns under this policy; or
4.6.7. engage in any other activity that might lead to a breach of this policy
FACILITATION PAYMENTS AND KICKBACKS
4.7. The Manolo Blahnik Group does not make, and will not accept, facilitation payments or "kickbacks" of any kind. The Manolo Blahnik Group expects its suppliers and service providers to adopt the same approach.
4.8. Facilitation payments, also known as "back-handers" or "grease payments", are typically small, unofficial payments made to secure or expedite a routine or necessary action (for example by a government official issuing an import permit). “Kickbacks” are typically payments made in return for a business favour or advantage.
4.9. You must avoid any activity that might lead to a facilitation payment or kickback being made or accepted by you, on your behalf or on our behalf, or that might suggest that such a payment will be made or accepted. If you are asked to make a payment on our behalf or on behalf of your business, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. We would expect to see a receipt or invoice which details the reason for any payment.
GIFTS HOSPITALITY AND EXPENSES
4.10. The Manolo Blahnik Group has a policy for employees in relation to reasonable and appropriate hospitality and entertainment from third parties and the giving and receiving of gifts. We expect our suppliers and service providers to also adopt a policy that ensures gifts are reasonable, proportionate and adequately recorded.
4.11. Giving and accepting gifts are permitted if the value is below the threshold set out in the Gifting and Hospitality Policy and the following requirements are met:
4.11.1. the gift is not made with the intention of influencing the retention or obtaining business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits;
4.11.2. the gift is given in the name a business not on a personal basis;
4.11.3. gifts must not include cash or a cash equivalent (gift certificates or vouchers);
4.11.4. gifts must be appropriate in the circumstances, taking account of the reason for the gift, its timing, value;
4.11.5. gifts are given openly, not secretly; and
4.11.6. the gift complies with applicable local laws and Manolo Blahnik Group internal policies
4.12. Reimbursing a third party's expenses or accepting an offer to reimburse expenses (for example, the costs of attending a business meeting) would not usually amount to bribery. However, a payment in excess of genuine and reasonable business expenses (such as the cost of an extended hotel stay) is not acceptable.
4.13. The test to be applied is whether in all the circumstances the gift, hospitality or payment is reasonable and justifiable. The intention behind the giving or receiving of a gift or hospitality it should always be considered to determine whether it is reasonable.
4.14. No gift, hospitality or entertainment may be offered to a public official or government official on behalf of the Manolo Blahnik Group or in relation to its business or products.
4.15. The Manolo Blahnik Group requires that all gifts and hospitality given or received are recorded setting out the name of the donor, recipient, date and the nature and value of the gift or hospitality. We expect our suppliers and service providers to do the same and this record must be made available for inspection on request and should include gifts and hospitality given to and received from other third parties from whom suppliers and service providers engage to provide goods or services for and on behalf of the Manolo Blahnik Group.
DONATIONS
4.16. The Manolo Blahnik Group does not make contributions to political parties. No suppliers or service providers are permitted to make any such contributions or donations in our name or on our behalf.
4.17. The Manolo Blahnik Group only makes charitable donations permitted under local laws. No donation may be offered or made on behalf of the Manolo Blahnik Group without the prior approval of the CEO in writing.
4.18. You are welcome to make donations to charities in your own capacity.
RECORD KEEPING
4.19. Suppliers and service providers must keep financial records and have appropriate internal controls in place to evidence the business reasons for making any and all payments to third parties in relation to the Manolo Blahnik Group business, products or on its behalf.
4.20. All accounts, invoices, and other records relating to dealings with third parties in relation to the provision of goods or services for the Manolo Blahnik Group, in relation to its business or on its behalf, including suppliers and service providers, should be prepared with strict accuracy and completeness.
4.21. Accounts must not be kept "off-book" to facilitate or conceal improper payments
