Anti-bribery and anti-corruption policies and procedures, UK directors’ report

Stagecoach Group plc – Annual report – 27 April 2019

Industry: transportation

Strategic report (extract 1)

1.8.10 Anti-corruption and anti-bribery Anti-corruption and anti-bribery policy
The Group has an anti-bribery and anti-corruption framework in place. The Group’s attitude to bribery and corruption is set by the Board of Directors and is reflected in the Group Code of Conduct (see section 1.8.2). It is our policy:
• not to tolerate any form of bribery or inducements for any purpose whether directly or through a third party;
• to prohibit the giving of “facilitation payments” or “grease payments” even in jurisdictions where these might be legally permitted or expected by local custom;
• that officers, employees and representatives of the Group shall not accept, offer or provide gifts from/to any other party that has, could have or might be perceived to have a business relationship or potential business relationship with the Group unless the value of the gift(s) is clearly insignificant;
• that officers, employees and representatives of the Group shall not accept, offer or provide hospitality from/to any other party that has, could have or might be perceived to have a business relationship or potential business relationship with the Group unless the hospitality is reasonable in terms of its frequency, nature and cost;
• that share price-sensitive information must be properly safeguarded and no individual should profit from undisclosed price-sensitive information;
• that we do not to make political contributions and, therefore, no company within the Group is permitted to make political contributions;
• that all officers, employees and representatives of Stagecoach must use the Group’s property and information technology appropriately and responsibly; and
• that each officer, employee and representative of the Group should avoid engaging in communications that are illegal, would be a breach of the Code of Conduct or might (by associating personal comments with the Group or portraying them as the views of the Group) bring the Group into disrepute. Effectiveness of anti-corruption and anti-bribery polices
Any known instance of fraud, bribery or attempted bribery that was designed to give an advantage to the Group is reported to the Group’s Audit Committee for consideration and appropriate follow up. There were no such matters arising during the year ended 27 April 2019 that were material. The whistleblowing policy provides a channel for the reporting of fraud, bribery or attempted bribery where reporting through other channels is not appropriate. Anti-corruption and anti-bribery procedures
A Group Compliance Committee is in place to monitor compliance with laws and regulations and to monitor the effectiveness of the anticorruption framework, policies and procedures. The Group Compliance Committee assesses the nature and extent of the risks relating to bribery and corruption to which the Group is exposed. The Committee considers not only bribery and corruption risks within the Group itself but also within the Group’s supply chain. Our procurement group considers anti-corruption and anti-bribery risks in the supply chain and what steps should be taken to reduce those risks. We generally consider such risks to be low given the countries in which we operate and the countries in which the majority of our suppliers are based. Supplier due diligence is undertaken as considered appropriate. Suppliers considered to be of higher risk are requested to complete a questionnaire as part of the Group’s supplier due diligence. Further follow up may be undertaken based on the responses to questionnaires, such as requesting further evidence on specific matters. For suppliers that are considered to be of particularly high inherent risk (for example, suppliers of clothing manufactured overseas), we make reference to third party audits of the suppliers and countries involved.

The Group’s independent internal auditors review the Group’s anticorruption framework every three years and report their findings to the Group’s Audit Committee. A list of “Relevant Employees” is maintained, which comprises employees in those groups of staff that are considered to be most likely to have the opportunity to participate in or have knowledge of material corruption. Specific anti-bribery and anticorruption training is provided to these Relevant Employees, including case studies. These employees are required to certify annually their continuing compliance with the Group’s anti-corruption policy.

The Group also has a number of other internal controls in place designed to minimise the risk of anti-bribery and anti-corruption.

Strategic report (extract 2)
1.8.2 Our corporate values
Stagecoach Group has a set of core values and policies, which are detailed in our Group Code of Conduct. We have five shared values that drive our people and the brands they represent across our business: safety, service, integrity, enterprise and partnership. We are currently reviewing our corporate values and expected behaviours and plan to roll out our revised values in later 2019. Following that, we will also be updating our Code of Conduct to ensure it is aligned with the revised corporate values and that it reflects other changes in our business and takes account of our future aspirations. Stagecoach promotes a culture of openness across all its businesses and our objective is to ensure the highest standards of probity and accountability.

The Code, which was further updated during the year ended 27 April 2019, sets out key principles and provides practical examples and guidance to help shape employees’ behaviour across all levels of the business. The Board of Directors remains committed to ensuring appropriate processes, controls, governance and culture exists to support the maintenance of these values and behaviours. The Code of Conduct is subject to periodic review and can be found at the following link:

Our whistleblowing policy and guide helps employees understand their rights and responsibilities. It sets out how the Group will investigate any concerns raised and the action it may take. We value an open, transparent and safe working environment where our people feel able to speak up and can raise serious concerns constructively without fear of victimisation, subsequent discrimination or disadvantage. An animated video was also produced to help employees understand what the policy covers and how it should be used. A copy of the document is available at:

In conjunction with revising our corporate values and Code of Conduct (see above), we are planning to launch a new whistleblowing platform. The new platform will provide a channel for employees to report concerns they have while ensuring that all concerns are systematically investigated and tracked.