Anti Bribery and Corruption Policy

We’re committed to conducting business with honesty, fairness, and integrity. We believe in building strong, trusted relationships with our people, our partners, and our customers.

This Anti-Bribery and Corruption Policy sets out our expectations:
• We do not offer or accept bribes.
• We do not allow others to act improperly on our behalf.
• We speak up if something doesn’t feel right.

This policy applies to everyone who represents Baxter Freight, in every role and location. This policy ensures our actions align with our values:

Authentic – We are open, honest, and act with integrity. Bribery goes against who we are.
Better Together – We hold one another to the highest ethical standards.
Creative – We solve problems without shortcuts or unethical conduct.
Own It – We take personal responsibility for doing what’s right, even when it’s hard.

We comply with relevant anti-bribery laws, including the UK Bribery Act 2010, and maintain a zero-tolerance approach to corruption in any form.
This policy applies to:
• All employees
• Contractors, customers, suppliers, consultants, and agents
• Anyone else acting on behalf of the Company

1. What is Bribery?
Bribery involves giving, offering, requesting or accepting anything of value to improperly influence a decision or gain an unfair advantage. It includes:
• Promising benefits to gain business
• Accepting gifts for unethical advantages
• Improperly influencing public/foreign officials (illegal under UK law)

2. Facilitation payments
Facilitation payments are small unofficial payments to speed up routine actions or tasks. These are prohibited, even if common in some countries.
Exception: If payment is made under duress or threat to personal safety, report it to your manager or HR as soon as it is safe. These cases will be handled with confidentiality and support.

2a. Kickbacks
We do not offer, request, or accept kickbacks. Any rebate, referral fee, or commission must relate to a legitimate, contracted service, and be disclosed, and be approved in writing by a Director.

3. Gifts and hospitality
We recognise that modest gifts and hospitality can help build positive business relationships. However, they must never improperly influence, or appear to influence, our decisions.
Quick definitions
• Hospitality: Meals, tickets, entertainment, travel, accommodation, or event access paid by someone else.
• High-value/sensitive: Tickets, overnight stays, VIP hospitality, or anything that could look like special treatment.
External events and hospitality
• Don’t go alone. Do not attend an external event alone with a supplier, customer or partner.
Exception: There’s a clear business reason and you have written Director approval (email is fine). Attach that approval when you log it.

• Get approval first. Any hospitality (meals, tickets, travel, accommodation) needs prior approval from your manager or a Director and must be logged.

• High-value/sensitive. If it is high-value or could be perceived as sensitive, get written manager/Director approval even if you’re not attending alone, and log it.

• Professional/industry events (conferences, trade shows, seminars). Attendance is encouraged. If any part (meals, tickets, travel, accommodation) is paid by someone else, it is hospitality, obtain approval and log it. If Baxter pays, it is normal business, and does not need to be logged.

• What you don’t need to log. Normal day-to-day business (service visits, sales meetings, account reviews, site visits) unless hospitality or gifts are involved.

• Working lunches. A working lunch is a meal during business hours with a genuine business purpose. If Baxter pays (via expenses or an approved arrangement), it is normal business and does not need to be logged. If a third party pays, it is hospitality, obtain prior approval, do not attend alone unless you have written Director approval and log it.

• Arranging hospitality. Arrange through the company (e.g., Administration Manager or expenses), not personally.
• If you pay upfront. Pay, then reclaim via expenses so it’s recorded as company spend (not a personal gift). Include the Register reference number on your claim.

Gifts (Receiving)
• Share by default. Gifts intended for Baxter should be shared (e.g. team raffle or placed in a shared area).

• Everyday low-value items (no log). Pens, mugs, notebooks, tote bags, bottles, calendars, and modest snacks (e.g., cookies or small cakes).
These may be shared within your department. If quantities are large, place them in a shared area.

• Personal gifts to you (always controlled). You may keep a personal gift only if your manager approves and you declare & log it with Compliance. If approval or declaration is missing, you must not keep it, hand it to Compliance to be shared.

• Higher-value items (always declare & log). Jackets/hoodies/jumpers, caps/hats, and tech accessories require manager approval and must be declared & logged with Compliance. Approval determines whether you may keep the item or must share it with the team. If approval or declaration is missing, you must not keep it, hand it to Compliance to be shared.

• Exceptions – always declare & log. Alcohol of any kind; hampers/mixed baskets; premium/higher-value food/drink (e.g., luxury chocolates, large cakes, catered platters); and any item offered during tenders/negotiations.

• Never accept cash, vouchers, or gift cards.

Providing Company Merchandise (Giving)
• Low-value Baxter items. Pens, mugs, notebooks, tote bags, bottles, calendars are acceptable to give to suppliers or customers. No log required.

• Higher-value Baxter items. Jackets, hoodies, jumpers, caps/hats, or other premium/branded accessories require manager approval, and the item must be declared & logged.

• Merchandise must always be appropriate and proportionate and must never be given in a way that could be seen as trying to influence a decision.

Transparency and Logging

• Tell Compliance about any gift or hospitality (who, when, what).
• Compliance adds it to the Gifts & Hospitality Register and issues a reference number.
• If there’s an expense claim, quote the reference number.
• The Register is reviewed quarterly by Finance; concerns are escalated to the Board.

Examples in Practice
1. Supplier delivers seasonal chocolates: log it and share via the raffle.
2. Agency sends pens, notebooks, or mugs: share within your department; no logging required.
3. Customer gives you a branded jacket: get manager approval and declare it to Compliance for logging or share it.
4. Supplier offers £50 in vouchers or gift cards: decline; cash equivalents are never accepted.
5. Supplier meeting 12:30–13:15 to resolve a service issue; Baxter pays: expense only, no log.
6. Customer invites you to lunch to discuss a renewal and they will pay: obtain approval and log; do not attend alone.
7. A supplier offers a % rebate paid to your personal account for renewing their contract: decline and report.
8. Invited to a sporting event: obtain approval and log it; do not attend alone. Director approval is required to attend alone.
9. Supplier invites only you to dinner: not permitted unless you have prior written Director approval; if approved, log it.
10. Give a customer a branded mug and notebook: acceptable; no logging required.
11. Give a supplier a branded hoodie: requires manager approval and must be logged.
12. Supplier-paid working lunch: obtain approval and log it; do not attend alone unless you have written Director approval.
Cultural Sensitivity

If refusing a gift would cause offence (e.g. in certain cultural settings), you may accept politely but must declare it immediately. Where appropriate, such gifts may be donated (e.g. to charity or shared internally).

4. Conflicts of Interest
Employees must avoid situations where personal interests could conflict, or appear to conflict, with the interests of the Company.
• All new employees must complete a Conflict of Interest Declaration on joining.
• Employees in higher-risk roles (e.g. compliance, finance, sales, or management) may be asked to renew their declaration annually.
• Any conflict must be disclosed immediately to HR or your line manager. HR maintains a conflict register and sends annual reminders to employees.
Examples of conflicts include:
• Family or close relationships with suppliers, customers, or competitors
• Financial interests in businesses the Company deals with
• Unauthorised employment that overlaps with the Company’s activities
• Accepting gifts, hospitality, or favours that could influence decisions
Failure to disclose conflict of interest may be treated as misconduct under the Company’s Disciplinary policy.

5. Charitable and political donations
Baxter Freight may make charitable donations to registered charities. All charitable donations must:
• Be approved in advance by the Managing Director or Board (unless part of the approved Charity Top-Up scheme).
• Be made through traceable payment methods (e.g. bank transfer, cheque, or payroll giving).
• Never be made in physical cash.
• Be recorded in the Donations & Community Support Register (maintained by Finance) with supporting evidence such as invoices, charity registration details, or confirmation receipts.
• Company top-ups/matching linked to fundraising or partnerships must also be paid by BACS/cheque and logged with the supporting evidence (event record, approval, charity receipt).
• Donations must never be offered or made with the intent (or appearance) of improperly influencing a business decision.
Political donations must not be made on behalf of the company. Personal donations are allowed if clearly made in a personal capacity.

6. Responsibilities
You must:
• Avoid involvement in bribery or corruption
• Report any suspicious or unethical behaviour
• Stay alert, especially when working with third parties
• Decline and report any request for kickbacks, or undisclosed rebates.
• Complete all required anti-bribery training
Managers are responsible for ensuring their teams comply with this policy.

7. Reporting concerns (Whistleblowing)
If you suspect bribery or anything that doesn’t feel right:
• Report it to your manager, HR, or via our confidential whistleblowing service Speak Up.
• Speak Up allows you to raise concerns anonymously, and all reports are treated with strict confidentiality.
• We do not tolerate any form of retaliation against whistleblowers.
You can access Health Assured Speak Up on 0800 047 4037

8. Know the risks
Be especially cautious when:
• Operating in high-risk countries
• Making cross-border payments
• Handling permits, customs, or trade logistics
• Always conduct due diligence when engaging with third parties.

9. Record-keeping
We must keep clear and honest records of:
• All financial transactions
• Gifts and hospitality received or given
• Donations and third-party agreements

10. Training and awareness
Anti-bribery and corruption training will be delivered annually to all employees through policy re-signs, training videos, or internal newsletters.
11. Breaches of the policy
Breaches of this policy may result in:
• Disciplinary action, including dismissal
• Legal consequences for both individuals and the company
• Reputational damage

12. Review and updates
The Board of Directors retains ultimate accountability for Baxter Freight’s Anti-Bribery and Corruption framework.
The Board has designated Lorraine Sutcliffe, HR Director and Board Member, as the individual responsible for overseeing this system.

Her duties include:
• Monitoring the overall effectiveness of the anti-bribery and corruption framework.
• Ensuring staff training is delivered and recorded.
• Reviewing reports of concerns and escalating serious matters to the full Board as appropriate.
• Providing an annual update to the Board on compliance, breaches (if any), and recommended improvements.

This policy will be formally reviewed and approved annually by the Board, and the review will be recorded in the Board meeting minutes.
This policy is part of Baxter Freight’s Ethics & Compliance Framework and is cross-referenced with the Code of Ethics, Gifts & Hospitality Register, Conflicts of Interest Register, and Speak Up Policy. It applies to all directors, employees, and third-party representatives.