Business Conduct and Anti-bribery Policy
June 2011
Bribery Act 2010
John Wiley & Sons ("Wiley") is committed to complying with the Bribery Act 2010 (the "Act") in its business activities in the United Kingdom and overseas. Under the Bribery Act 2010, a bribe is a financial or other type of advantage that is offered or requested with the:
- intention of inducing or rewarding improper performance of a function or activity; or
- knowledge or belief that accepting such a reward would constitute the improper performance of such a function or activity.
A relevant function or activity includes public, state or business activities or any activity performed in the course of a person's employment, or on behalf of another company or individual, where the person performing that activity is expected to perform it in good faith, impartially, or in accordance with a position of trust. The Act therefore applies to Wiley's external partners, including agents and intermediaries, in the same way that it applies to its employees. Such external partners are considered to be 'associated persons' of the company engaging them. Associated persons must comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption.
A criminal offence will be committed under the Bribery Act 2010 if:
- an associated person acting for, or on behalf of, a company offers, promises, gives, requests, receives or agrees to receive bribes; or
- an associated person acting for, or on behalf of, a company offers, promises or gives a bribe to a foreign public official with the intention of influencing that official in the performance of his/her duties (where local law does not permit or require such influence); and
- the company does not have the defence that it has adequate procedures in place to prevent bribery by its associated persons.
Prohibited activities
Wiley prohibits associated persons from offering, promising, giving, soliciting or accepting any bribe when conducting business for or representing the company. The bribe might be cash, a gift or other inducement to, or from, any person or company, whether a public or government official, official of a state-controlled industry, political party or a private person or company, regardless of whether the associated person is situated in the United Kingdom or overseas. The bribe might be made to ensure that a person or company improperly performs duties or functions (for example, by not acting impartially or in good faith or in accordance with a position of trust) to gain any commercial, contractual or regulatory advantage for Wiley in either obtaining or maintaining company business, or to gain any personal advantage, financial or otherwise, for the individual or anyone connected with the individual.
This prohibition also applies to indirect contributions, payments or gifts made in any manner as an inducement or reward for improper performance, for example through consultants, contractors or sub-contractors, agents or sub-agents, sponsors or sub-sponsors, joint-venture partners, advisors, customers, suppliers or other third parties.
Records
Associated persons are required to take particular care to ensure that any records for which they have responsibility are accurately maintained in relation to any contracts or business activities, including financial invoices and all payment transactions with clients, suppliers and public officials.
Due diligence should be undertaken by associated persons prior to entering into any contract, arrangement or relationship with a potential supplier of services, agent, consultant or representative.
Working overseas
Principle
It is possible that associated persons conducting business on behalf of Wiley outside the United Kingdom may be at risk of exposure to bribery or unethical business conduct. Associated persons owe a duty to the company to be extra vigilant when conducting international business.
Procedure
Associated persons are required to cooperate with Wiley's risk management procedures and to report suspicions of bribery to the company, for referral to Wiley's General Counsel and its Chief Audit Executive. While any suspicious circumstances should be reported, associated persons are required particularly to report:
- close family, personal or business ties that a prospective agent, representative or joint-venture partner may have with government or corporate officials, directors or employees;
- requests for cash payments;
- requests for unusual payment arrangements, for example via a third party;
- requests for reimbursements of unsubstantiated or unusual expenses; or
- a lack of standard invoices and proper financial practices.
Facilitation payments
Principle
Wiley prohibits its associated persons from making or accepting any facilitation payments. These are payments made to government officials for carrying out or speeding up routine procedures. Facilitation payments are distinct from an official, publicly available fast-track process. Facilitation payments, or offers of such payments, will constitute a criminal offence by both the individual concerned and the company under the Bribery Act 2010, even where such payments are made or requested overseas.
Procedure
Where a public official has requested a payment, associated persons should ask for further details of the purpose and nature of the payment in writing. If the public official refuses to give these, this should be reported immediately to the associated person's primary contact at Wiley who should take advice from Wiley's General Counsel and its Chief Audit Executive.
If the public official provides written details, Wiley's General Counsel and its Chief Audit Executive will consider the nature of the payment. Local legal advice may be sought. If it is concluded that the payment is a legitimate fee, for example part of a genuine fast-track process, or is permitted locally, Wiley will authorise the associated person to make the payment.
Where, after due consideration, the request is considered to be for a facilitation payment, the associated person will be instructed to refuse to make the payment and notify the public official that the associated person is required to report the matter to the company and the UK embassy.
Wiley will seek the assistance of the relevant associated person in its investigation and may determine that the matter should be referred to the prosecution authorities.
Acceptance of Gifts and Entertainment
All solicitations or dealings with suppliers, customers, or others doing or seeking to do business with Wiley shall be conducted solely on a basis that reflects both the company's best business interests and its high ethical standards. Wiley does permit the providing of common courtesies, entertainment, and occasional meals for potential or actual suppliers, customers or others involved with the company's business, in a manner appropriate to the company's relationship and associated with business discussions. Expenses in this connection must be reasonable, customary and properly authorized. Any claims for expenses must set out in detail any expenses for hospitality or entertainment including, without limitation, the name of the recipient of the hospitality. Wiley reserves the right to audit the activities and expenses of the associated person in relation to business conducted on Wiley's behalf.
No financial gifts or other financial or non-financial advantage may be accepted or offered in connection with business conducted on Wiley's behalf.
Reporting suspected bribery
Principle
Associated persons are encouraged to report any concerns that they may have to Wiley as soon as possible. Issues that should be reported include:
- any suspected or actual attempts at bribery;
- concerns that employees or other associated persons may be being bribed; or
- concerns that employees or other associated persons may be bribing third parties, such as clients or government officials.
Procedure
Any such reports of suspected bribery will be thoroughly and promptly investigated in the strictest confidence. Employees and associated persons will be required to assist in any investigation into possible or suspected bribery.
Associated persons who report instances of bribery in good faith will be supported by Wiley. An instruction to cover up wrongdoing is itself a disciplinary offence. If told not to raise or pursue any concern, even by a person in authority such as a Wiley manager, associated persons should not agree to remain silent and should seek appropriate action by the company.
Action by the Company
Wiley will fully investigate any instances of alleged or suspected bribery. The company may summarily terminate the contracts of any associated persons, including consultants or other workers who act for, or on behalf of, the company who are found to have breached this policy or who are suspected to have done so.
The company may also report any matter to the relevant external authorities. and will provide all necessary assistance to the relevant authorities.