Appendix 4: Anti-bribery Policy

VMS is committed to acting professionally, fairly and with integrity in all its business dealings including those with its customers, suppliers, competitors and employees. As part of this commitment to ethical business practices, VMS does not tolerate any form of bribery or corruption.

This policy outlines the behaviour and principles required to support this commitment. In particular, it outlines VMS’s procedures intended to ensure compliance with the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act (as amended or supplemented from time to time), or any other anti-corruption laws in countries where we operate.

VMS requires that all its employees are aware of, participate in and comply with all ethical obligations set forth herein. It will enable employees to recognize when issues arise; avoid prohibited conduct where the issues are clear; and promptly seek guidance where they are not. Group legal counsel is available to answer questions and clarify any doubts arising from this policy.

Relevant laws

VMS respects all national anti-corruption laws, including the three following laws which have a wider impact on our business:

The Australian Criminal Code  (“ACC”)

In Australia, each State and Territory has legislation criminalising bribery of both public officials and private individuals. The Commonwealth also criminalises the bribery of Commonwealth public officials under Divisions 141 and 142 of the Criminal Code. In Australia, bribing a foreign official is an offence under section 70.2 of the Schedule to the Criminal Code.

The UK Bribery Act (“UKBA”)

The UKBA prohibits bribing and offering bribes to any person as well as requesting or accepting a bribe, in both the public and private sectors. This means that it is not limited to the corruption of government officials.

The US Foreign Corrupt Practices Act (“FCPA”)

Among other things, the FCPA prohibits bribing any public official, directly or indirectly – regardless of nationality or local custom – to secure any concession, contract, or obtain any kind of favourable treatment.

Under the ACC, the FCPA and the UKBA, VMS may be held criminally liable if anyone providing services for or on behalf of the company including employees, agents, representatives, intermediaries, subsidiaries and joint ventures pays a bribe on VMS’s behalf.

Prohibited Activities

Bribes

VMS employees must not offer or accept bribes. A bribe is defined as a payment in cash or in kind, including goods, services, and the use of another company’s property, given to someone with the intent of obtaining favourable treatment from the recipient or a third party. Bribes may not be offered either directly or through a third party i.e. an agent, representative or intermediary. Both the giving and receiving of bribes is prohibited.

Bribes often involve monetary payments, but can include other benefits or advantages, such as:

• extravagant gifts, entertainment or travel expenses, particularly where they are disproportionate, frequent or provided in the context of on-going business negotiations
• loans, loan guarantees or other extensions of credit
• providing a (sub-)contract to a person connected to someone involved in awarding a main contract, and
• political or charitable donations made to a third party linked to, or at the request of, someone with whom VMS does business.

Facilitation payments

Facilitation payments are small payments or fees requested by government officials without legal basis to speed up or facilitate the performance of routine government action (such as the provision of a visa or customs clearance). In some countries it may be considered normal practice to make such payments, but they are often nonetheless illegal in these countries. VMS does not allow facilitation payments.

Agents, representatives, intermediaries and other third parties

VMS may be held criminally liable for acts of agents, representatives and other intermediaries who are involved in bribery when acting on VMS’s behalf. Before engaging a third-party, thorough due diligence should be undertaken, and consideration must be given to whether

• the use of such person is necessary
• the proposed person is appropriate for the role (including by reference to their expertise and any possible conflict of interest), and
• the proposed remuneration is appropriate

Agents, representatives and intermediaries engaged to represent VMS’s interests must comply with the VMS Code of Conduct which includes this policy. All agency contracts should be reviewed and approved by Group legal counsel.