BARRACKS GROUP LTD
Anti-Bribery and Corruption Policy

Purpose

The purpose of this policy is to establish controls that the Company employ to ensure compliance with all applicable anti-bribery and corruption regulations, and to ensure that the Company’s business is conducted in a socially responsible manner.

Policy statement

Bribery is the offering, promising, giving, accepting or soliciting of an advantage as an inducement for action which is illegal or a breach of trust. A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage.

It is our policy to conduct all of our business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption. We are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery.

We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate. However, we remain bound by the laws of the UK, including the Bribery Act 2010, in respect of our conduct both at home and abroad.

Bribery and corruption are punishable for individuals by up to ten years’ imprisonment and a fine. If we are found to have taken part in corruption, we could face an unlimited fine, be excluded from tendering for public contracts and face damage to our reputation. We therefore take our legal responsibilities very seriously.

Scope

Who is covered by the policy?

In this policy, third party means any individual or organisation you come into contact with during the course of your work for us, and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties. This policy applies to all individuals working at all levels and grades, including senior managers, directors, employees (whether permanent, fixed-term, temporary), consultants, contractors, trainees, seconded staff, homeworkers,
casual workers and agency staff, volunteers, interns, agents, sponsors, or any other person associated with us, or any of our subsidiaries or their employees, wherever located (collectively referred to as employees in this policy).
This policy covers:
➢ Bribes;
➢ Gifts and hospitality;
➢ Facilitation payments;
➢ Charitable contributions.
➢ Political contributions.

Bribes

Employees must not engage in any form of bribery, either directly or through any third party (such as an agent or distributor). Specifically, employees must not bribe a foreign public official anywhere in the world.

Gifts and hospitality

Employees must not offer or give any gift or hospitality:
➢ which could be regarded as illegal or improper, or which violates the recipient’s policies; or
➢ to any public employee or government officials or representatives, or politicians or political parties; or
➢ which exceeds £25 in value for each individual gift or £100 in value for each hospitality event (not to exceed a total value of £1000 in any financial year), unless approved in writing by the employee’s manager.

Employees may not accept any gift or hospitality from our business partners if:
➢ it exceeds £25 in value for each individual gift or £100 in value for each hospitality event (not to exceed a total of £1000 in any financial year), unless approved in writing by the employee’s manager; or
➢ it is in cash; or
➢ there is any suggestion that a return favour will be expected or implied.

Where a manager’s approval is required above, if the manager is below Director Level then approval must be sought from an appropriate Director. If it is not appropriate to decline the offer of a gift, the gift may be accepted, provided it is then declared to the employee’s manager and donated to charity.

We appreciate 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.

Within these parameters, local management may define specific guidelines and policies to reflect local professional and industry standards. Where this policy requires written approval to be given, the Company Secretary shall put in place a process to maintain a register of all such approvals.

Facilitation payments and kickbacks

Facilitation payments are a form of bribery made for the purpose of expediting or facilitating the performance of a public official for a routine governmental action, and not to obtain or retain business or any improper business advantage. Facilitation payments tend to be demanded by low level officials to obtain a level of service which one would normally be entitled to.

Our strict policy is that facilitation payments must not be paid. We recognise, however, that our employees may be faced with situations where there is a risk to the personal security of an employee or his/her family and where a facilitation payment is unavoidable, in which case the following steps
must be taken:
➢ Keep any amount to the minimum;
➢ Create a record concerning the payment; and
➢ Report it to your line manager.

In order to achieve our aim of not making any facilitation payments the Company will keep a record of all payments made, which must be reported to the Company Director, in order to evaluate the business risk and to develop a strategy to minimise such payments in the future.

Political Contributions

We do not make donations, whether in cash or kind, in support of any political parties or candidates, as this can be perceived as an attempt to gain an improper business advantage.

Charitable contributions

Charitable support and donations are acceptable (and indeed are encouraged), whether of in-kind services, knowledge, time, or direct financial contributions. However, employees must be careful to ensure that charitable contributions are not used as a scheme to conceal bribery. 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 the Company. All charitable contributions should be publicly disclosed.

Your responsibilities

You must ensure that you 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 employees are required to avoid any activity that might lead to, or suggest, a breach of this policy.

You must notify your manager as soon as possible if you believe or suspect that a conflict with or breach of this policy has occurred or may occur in the future.

Any employee who breaches this policy will face disciplinary action, which could result in dismissal for gross misconduct. We reserve our right to terminate our contractual relationship with other workers if they breach this policy.

Record-keeping

We must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.

You must declare and keep a written record of all hospitality or gifts accepted or offered, which will be subject to managerial review.

You must ensure all expenses claims relating to hospitality, gifts or expenses incurred to third parties are submitted and specifically record the reason for the expenditure.

All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept “off-book” to facilitate or conceal improper payments.

How to raise a concern

You are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage. If you are unsure whether an act constitutes bribery or corruption, or if you have any other queries or concerns, these should be raised with your Manager.

What to do if you are a victim of bribery or corruption

It is important that you tell the Company as soon as possible if you are offered a bribe by a third party, are asked to make one, suspect that this may happen in the future, or believe that you are a victim of another form of unlawful activity.

Protection

Employees who refuse to accept or offer a bribe, or those who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn
out to be mistaken.

We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place or may take place in the future.

Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform your Manager immediately. If the matter is not remedied, and you are an employee, you
should raise it formally.

Training and communication

Training on this policy forms part of the induction process for all new employees. All existing employees will receive regular, relevant training on how to implement and adhere to this policy. In addition, all employees will be asked to formally accept conformance to this policy on an annual basis.

Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate thereafter.

Who is responsible for the policy?

The Director has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it.

Monitoring and review

The Company will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy and effectiveness. Any improvements identified will be made as soon as possible. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption.

All employees are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing.

This policy does not form part of any employee’s contract of employment and it may be amended at any time but will be reviewed annually to ensure the suitability of the document.

Competition Law

We are committed to competing fairly across our operations and do not engage in practices that restrict fair market competition.

The laws prohibit (i) agreements which harm competition, and (ii) the abuse of market power by dominant companies.

We are aware that the greatest risks occur when dealing with competitors, in particular through commercial agreements, coordinating strategy or exchanging sensitive information.

We are also alert to risks that may arise when dealing with customers and suppliers.

We understand that the most serious competition law breaches (hardcore breaches) are illegal even if they have no impact on the market and do not result in any profit. The fact that our competitors may engage in similar conduct is no excuse and may even be considered an aggravating factor.

Dealing with competitors

We do not collude competitors. For example, we do not, fix prices, allocate markets or customers, restrict production or capacity, engage in bid-rigging or collectively boycott customers or suppliers. Agreements to fix salaries and benefits or not to recruit another company’s employees can also be a
hardcore breach.

We understand collusion may take place through formal written agreements to collude, as well as informal, unwritten agreements, for example, via a common understanding to coordinate behaviour.

If we are entering into an agreement with a competitor, we follow all relevant guidelines and consult with Legal.

Sharing commercially sensitive information

We do not discuss or share commercially sensitive information with our competitors unless there is a legitimate reason, as this can of itself be a hardcore breach of competition law.

We do not share detailed current and future pricing, cost and volume information and future strategy and investment plans, as this type of information is particularly high risk.

Even a one-off exchange, or simply receiving high risk information from a competitor (whether in writing or in conversation) can give rise to a breach, so we are vigilant in our interactions with competitors, including at informal or social events. We must actively recuse ourselves from such exchanges.

We do not share high risk information with our competitors. We must inform Legal if we receive, or are asked to share, this type of information with a competitor.

We can share less commercially sensitive information for legitimate commercial reasons, subject to appropriate procedural safeguards (e.g. aggregating or anonymising the data and making sure the data is not shared beyond those who need to see it).

For further information, if we are entering into an agreement with a competitor, we follow all relevant guidelines and consult with Legal, as appropriate.

Investigation

The Company will take all reports of actual or suspected fraud, bribery and corruption seriously, and investigate proportionately and appropriately as set out in this policy.

The Company will always seek to take disciplinary and/or legal action against those found to have perpetrated or assisted with fraudulent or other improper activities in any of its operations. For staff, this may include dismissal. It will also seek to recover any assets lost through fraud.

What must I do/not do?

You must
▪ comply with this Competition Law Policy and any related procedures or standards
▪ report any contacts with Competitors or any situations in which competitors are present (in accordance with the notification procedure set out in Annex 1 below)
▪ gather market intelligence only from publicly available resources or in accordance with an approved benchmarking process
▪ seek advice if unsure how to proceed
▪ report any suspected or actual breaches of this policy promptly and accurately to the relevant Kier line manager or via the Speak Up Helpline. You must do this even if you/Kier are not directly involved. Kier must take active steps to distance itself from all competition law breaches; staying quiet is not an option
▪ be alert to ‘red flags’ and immediately report or seek guidance about them
▪ understand high areas of risk and stay alert to them (such as considering and entering into joint ventures, joint purchasing, joint bidding etc. or events at which competitors are present).

You must not enter into agreements or arrangements or have discussions (including over email, social media or other communication tools) with competitors or potential competitors in relation to:
▪ the price at which or the terms on which Kier does business including the terms of any customer or tender, including discussing and exchanging information on prices (including a cover price) and any other terms and conditions
▪ exchanging information directly or indirectly with a competitor concerning recent, current or intended bids, sales, prices, discounts or terms of business etc.
▪ any exchange of commercially sensitive information (such as pricing information) with competitors directly or intentionally passing this information via an intermediary (including a customer or supplier)
▪ Where or with whom Kier does business such as dividing up or allocating tenders, projects, territories or customers,
for example, by agreeing who should bid or not bid for particular contracts, or rotating who should win particular contracts
▪ boycotting particular customers or suppliers or acting together to impose conditions on a customer or supplier
▪ discussing with a competitor our appetite or otherwise for any particular tender or any details of how we are intending to respond to a tender
▪ any discussions and agreements of a price fixing or bid rigging nature with parties who might be interested in acquiring any land which Kier is also considering whether to acquire
▪ discussing with a competitor our costs, including the prices we get from any part of the supply chain (whether or not we use them)
▪ warning and/or agreeing with a competitor or new market entrant to ‘stay off our patch’
▪ abusing a dominant market position (if this applies to your business line), for example, by creating unnecessary/unreasonable barriers to entry or to drive competitors out of the market.

Ramandeep Dosanjh
Director – BARRACKS GROUP LTD
Date – 13/01/2025