Anti-Bribery and Corruption Policy

Policy statement

It is San Leon Energy PLC’s (the “Company” or “San Leon”) policy to conduct all business in an honest and ethical manner. The Company has a zero-tolerance approach to bribery and corruption in all forms and is committed to acting professionally, fairly, ethically and with integrity in all business dealings and relationships wherever we operate. 

The Company abides by all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate, including the Bribery Act 2010 (UK) in respect of our conduct both in the UK and abroad.

San Leon expects all employees, suppliers, contractors and consultants to conduct their day-to-day business activities in a fair, honest and ethical manner, be aware of and refer to this Policy in all of their business activities worldwide and to conduct all business in compliance with it.

The purpose of this Policy is to:

  • set out our responsibilities and the responsibilities of those working for us, in observing and upholding our position on bribery and corruption; and
  • provide information and guidance to those working for us on how to recognise and deal with bribery and corruption issues.

The Board has overall responsibility for ensuring that this Policy complies with our legal and ethical obligations, and that those under our control comply with it. Management at all levels are responsible for ensuring those reporting to them, internally and externally, are made aware of and understand this Policy.

Anti-Bribery & Corruption

A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage. Corruption is defined in many ways, including the misuse of power for personal gain.

San Leon does not seek to exercise improper influence over suppliers, customers, government officials, prospective employees or any other person it is doing business or wishing to do business with it. The Company wants to prevent even the appearance of such improper influence and requires all employees, suppliers, contractors and consultants to to comply with the following principles:

  • no person shall receive or pay a bribe (or attempt to receive or pay a bribe), for any purpose, including to influence a decision or obtain a financial or other advantage, obtain or retain business or an advantage in the conduct of San Leon’s business; and
  • all persons should seek to avoid being placed in situations where one’s judgement might be influenced or appears to be influenced by improper considerations.

Gifts

This Policy does not prohibit normal and appropriate hospitality (given and received) to or from third parties, if the following requirements are met:

  • it is not made with the intention of influencing a third party to obtain or retain 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;
  • it complies with local law;
  • it is given in San Leon’s name;
  • it does not include cash or a cash equivalent (such as gift certificates or vouchers);
  • it is appropriate in the circumstances; taking into account the reason for the gift,
  • it is of an appropriate type and value and given at an appropriate time;
  • it is given openly, not secretly; and
  • it is not be offered to, or accepted from, government officials or representatives, or politicians or political parties, without the prior approval of an authorised representative of the Board.

San Leon appreciates that the practice of giving business gifts varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift or hospitality is reasonable and justifiable. The intention behind the gift should always be considered. It is not acceptable to:

  • 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;
  • give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to "facilitate" or expedite a routine procedure;
  • accept payment from a third party that is offered with the expectation that it will obtain a business advantage for them;
  • accept a gift or hospitality from a third party that is offered or provided with an expectation that a business advantage will be provided by San Leon in return;
  • threaten or retaliate against another worker who has refused to commit a bribery offence or who has raised concerns under this Policy; or
  • engage in any activity that might lead to a breach of this Policy.
  • Gifts or hospitality over a certain minimum threshold, to be reviewed on an annual basis, shall require prior approval by an authorised representative of the Board.

Facilitation payments and kickbacks

We do not make, and will not accept, facilitation payments or "kickbacks" of any kind. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government action by a government official. They are not commonly paid in the UK, but are common in some other jurisdictions in which we operate.

Employees, suppliers, contractors and consultants must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by San Leon. If you are asked to make a payment on San Leon’s behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt which details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these with an authorised representative of the Board.

Donations

San Leon does not make contributions to political parties. We only make charitable donations that are legal and ethical under local laws and practices. No donation must be offered or made without the prior approval of an authorised representative of the Board.

Conflicts of interest

San Leon, its employees, suppliers, contractors and consultants should avoid situations where personal interests could conflict or could appear to conflict with their contractual duties and responsibilities to the Company.

Suppliers, consultants and contractors

Suppliers, consultants and contractors are chosen on the basis of appropriate criteria, including qualifications, timeliness, deliverability, product or service quality, price and benefit to our operations. Consultants, suppliers and contractors must have a written contract with San Leon or abide by San Leon’s terms and conditions, which are compliant with this Policy. Commissions or fees must be reasonable in relation to the value of the work performed. Actions that contravene this Policy will result in disciplinary action, which may include termination of contract and, if appropriate, possible legal action.

Employees

Any person employed by San Leon is personally accountable for learning, endorsing, promoting and applying this Policy to their own conduct and field of work. All staff are given training to assist them in discharging their responsibilities under this Policy. Actions that contravene this Policy will be considered gross misconduct, result in disciplinary action, which may include termination of employment and, if appropriate, possible legal action.

Directing or pressuring others to violate any of the standards set out in this Policy, failure to properly report Policy violations or retaliation against an employee for reporting a concern or violation will also result in the same.

Responsibility

All employees, suppliers, contractors and consultants of San Leon should ensure that they read, understand and comply with this Policy. The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. All workers are required to avoid any activity that might lead to, or suggest, a breach of this Policy.

Employees, suppliers, contractors and consultants must notify an authorised representative of the Board or a member of the Audit Committee as soon as possible if they believe or suspect that a conflict with this Policy has occurred, or may occur in the future.

What to do if you are unsure?

No document can cover all potential situations where ethical issues may arise. Certain situations, called “ethical dilemmas”, require careful consideration before action. Such situations arise:

  • when the right thing to do is unclear;
  • when two or more values (such as fairness, loyalty, efficiency, honesty, competitiveness) are in conflict; and/or
  • when people will be impacted negatively, no matter what decision is taken.

A guiding principle should be “If it feels wrong, it probably is wrong”. In this situation, all persons are encouraged to seek guidance from a line manager, a San Leon representative, who should in turn contact an authorised Board representative, or act in accordance with the Company’s Whistleblowing Policy.

Reporting

Officers, employees, suppliers, contractors and consultants who suspect that a breach of this policy has or may occur or who become aware of suspicious, risky or evidently corrupt conduct by any officer, employee or representative of the Company shall immediately and confidentially report their suspicions to any member of the Audit Committee, or to an authorised representative of the Board.

The procedure for contacting the Audit Committee in such circumstances is outlined in the Whistleblowing policy.

No director, officer, employee, consultant or agent of San Leon shall suffer any penalty or disciplinary action for reporting a suspected breach of this policy.

The Audit Committee will ensure the effectiveness of this policy is reviewed annually and recommend any changes necessary for improvement to the Board for approval. 

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