Synchronous Ltd

Anti-Bribery & Anti-Corruption Policy

Our zero-tolerance approach to bribery and corruption

Synchronous Ltd (“Synchronous”, “the Company”) conducts business ethically and honestly, and in full compliance with the Bribery Act 2010. We take a zero-tolerance approach to bribery and corruption. This policy sets out the standards everyone connected with the Company must meet.

1. Purpose and scope

This policy sets out our responsibilities, and those of everyone working for and with us, in upholding our position on bribery and corruption. It applies to all individuals at all levels: directors, employees, workers, contractors, agents, consultants and any other associated person, wherever located.

Bribery is punishable for individuals by imprisonment and unlimited fines, and for the Company by an unlimited fine and serious reputational and commercial damage, including exclusion from public and private sector tenders. Because we work within the supply chains of major clients, maintaining the highest standards of integrity is essential to winning and keeping work.

2. What is bribery and corruption?

Bribery is offering, promising, giving, requesting, agreeing to receive or accepting a financial or other advantage to induce or reward improper performance, or where acceptance is itself improper.

Corruption is the abuse of entrusted power or position for private gain.

The Bribery Act 2010 creates four key offences:

• Offering, promising or giving a bribe (section 1).
• Requesting, agreeing to receive or accepting a bribe (section 2).
• Bribing a foreign public official (section 6).
• Failure of a commercial organisation to prevent bribery carried out on its behalf (section 7). The Company has a defence only if it can show it had adequate procedures in place. This policy forms part of those procedures.

3. Our position

• It is never acceptable to give, promise, offer, request or accept a bribe in any form, anywhere.
• This applies to dealings with public officials and private individuals alike, in the UK and abroad.
• You must not use a third party, such as an agent or subcontractor, to do anything that would breach this policy if done directly.
• Facilitation payments and kickbacks are prohibited.

4. Gifts and hospitality

This policy does not prohibit reasonable and proportionate gifts and hospitality, given or received, that are intended to build relationships and not to influence anyone improperly.

Acceptable only if they

• Are not intended to influence a decision or obtain an improper advantage.
• Are not given in secret, and would not cause embarrassment if disclosed publicly.
• Comply with local law and the recipient organisation’s own rules.
• Are reasonable in value and type, given openly, and not cash or a cash equivalent.

Always unacceptable

• Cash or cash-equivalent gifts, such as vouchers, given or received.
• Anything offered or accepted during a live tender, bid or negotiation that could be seen to influence the outcome.
• Lavish or frequent hospitality, or anything that creates a sense of obligation.

When in doubt, decline and ask. Any gift or hospitality with a value above £50, offered or received, must be recorded in the Gifts and Hospitality Register and approved by the Director.

5. Donations and sponsorship

The Company makes no political donations. Charitable donations and sponsorship must be lawful, made to bona fide organisations, never offered as an inducement, and approved in advance by the Director and recorded.

6. Your responsibilities

• Read, understand and comply with this policy.
• Never engage in, or turn a blind eye to, any form of bribery or corruption.
• Raise concerns about any suspected breach as early as possible.
• Keep accurate records and ensure all transactions are transparent.

Notify the Director as soon as possible if you are offered a bribe, asked to make one, believe you are the target of a bribery attempt, or suspect that bribery has occurred or may occur.

7. Record-keeping

The Company keeps financial records and internal controls that evidence the business reason for payments to third parties. The Director maintains the Gifts and Hospitality Register and records of donations. All accounts, invoices and documents must be accurate and complete, and no false or misleading entries may be made.

8. Raising a concern

We support anyone who raises a genuine concern in good faith, even if it proves mistaken. No one will suffer detriment for refusing to take part in bribery or for reporting a concern in good faith.

Concerns should be raised with the Director at legal@synchronous.net, or confidentially where that is not appropriate. Protected disclosures are also supported by the Public Interest Disclosure Act 1998, and the charity Protect (protect-advice.org.uk) offers free, confidential advice to whistleblowers.

9. Working with third parties

Associated persons, including agents, subcontractors and suppliers acting on our behalf, can expose the Company to liability under section 7. We carry out proportionate due diligence on those we engage, make our position clear, and include anti-bribery obligations in contracts where practicable. We will not work with parties who do not share this commitment.

10. Training and communication

This policy is communicated to all personnel on engagement. Those in higher-risk roles, such as procurement, bidding and client-facing work, receive additional guidance. The policy is made available to suppliers and business partners as appropriate.

11. Monitoring, breaches and review

The Director monitors compliance and reviews this policy at least annually, and whenever the law or our risk profile changes. Breach by an employee or worker may result in disciplinary action up to and including dismissal for gross misconduct. Breach by a contractor or supplier may result in termination of the relationship. Bribery is also a criminal offence that may be reported to the authorities.