Anti-Bribery & Corruption Policy

Purpose

This Policy sets out how The ESG Institute Limited ("the Company") prevents, detects and responds to bribery and corruption in all jurisdictions where it operates. The Company adopts a strict zero‑tolerance stance: offering, giving, requesting or accepting a bribe under any circumstances is strictly prohibited, whether directly or through a third party.

Legal Framework

The Policy is issued pursuant to the Bribery Act 2013 (Isle of Man), which broadly mirrors the UK Bribery Act 2010 and establishes offences of bribing, being bribed, bribing a foreign public official and failure of a commercial organisation to prevent bribery. Where activities take place in the United Kingdom or other territories, relevant anti‑corruption statutes (including the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act 1977) will also apply. Nothing in this Policy diminishes obligations under related laws, including the Proceeds of Crime Act 2008 (IoM), Anti‑Money‑Laundering (AML) Regulations 2019 (IoM) and the Public Bodies Act 2014 (IoM).

Scope

This Policy applies to all employees, directors, officers, agency workers, secondees, consultants, contractors, volunteers, interns and any other person acting on the Company’s behalf (collectively “Personnel”). It extends to all business dealings and transactions in every country and sector in which we operate, including interactions with public officials, clients, suppliers, intermediaries, partners and learners.

Definitions

A bribe is any financial or other advantage offered, promised, given, requested or received with the intention of inducing or rewarding the improper performance of a function or activity. Facilitation payments are typically small payments made to secure or expedite a routine government action; they are treated as bribes under Isle of Man and UK law and are prohibited. Kick‑backs, secret commissions, undisclosed rebates, improper gifts and hospitality, political or charitable donations intended to influence, and conflicts of interest that lead to personal gain all fall within the scope of this Policy.

Policy Statement

  • The Company forbids bribery in any form, whether public or private, active or passive.

  • Personnel must never offer, give, solicit or accept any advantage which could be perceived as an attempt to influence a business decision improperly.

  • Facilitation payments are banned, regardless of local practice.

  • Gifts and hospitality must be modest, infrequent, transparent, lawful and recorded.

  • Donations and sponsorships require prior written approval from the Compliance Officer and must never be used as a subterfuge for bribery.

  • Third parties representing or performing services for the Company must be subjected to proportionate due diligence and bound by anti‑corruption clauses.

  • Accurate records must be kept to demonstrate compliance.

Responsibilities

  1. Board of The ESG Institute: The Board holds ultimate accountability for ABC compliance, sets tone from the top, approves this Policy and receives regular reports.

  2. Compliance Officer: The Compliance Officer is responsible for maintaining the Policy, advising on its application, overseeing third‑party due diligence, maintaining the gifts‑and‑hospitality register, monitoring adherence, reporting to the Board and liaising with law‑enforcement agencies where necessary.

  3. Managers: Managers must promote ethical behaviour, ensure their teams understand and comply with the Policy, approve gifts or hospitality within delegated authority and escalate any concerns.

  4. All Personnel: Every individual must read, understand and comply with this Policy, complete mandatory ABC training, conduct appropriate due diligence before engaging third parties, declare gifts or hospitality offered or received, avoid conflicts of interest, and report suspicions promptly.

Gifts, Hospitality and Expenses

Gifts or hospitality offered to or by Personnel must:

  • Serve a legitimate business purpose (e.g., networking, demonstration).

  • Be reasonable in value, customary in nature, infrequent and proportionate.

  • Never be cash or cash‑equivalents (vouchers, gift cards).

  • Never occur during or immediately before a tender or contract negotiation.

  • Be recorded in the Gifts & Hospitality Register within five working days and approved by the relevant line‑manager (or for managers, by the Compliance Officer).

Thresholds: up to £50 per individual per occasion may be approved by a line‑manager; between £50 and £150 requires Compliance Officer approval; over £150 requires Executive Director sign‑off and is discouraged.

Third‑Party Due Diligence

Before appointing agents, consultants, suppliers or joint‑venture partners, the responsible manager must assess corruption risk using the ABC Due‑Diligence Checklist, considering jurisdiction, sector, relationship type, payment structure and reputational information. High‑risk relationships require enhanced due diligence, contractual ABC warranties, right‑to‑audit clauses and ongoing monitoring.

Political and Charitable Contributions

Political donations of any value are prohibited. Charitable donations and sponsorships are permitted only if they are legal, transparent, made to bona fide organisations, do not involve public officials linked to pending business and have prior Compliance Officer approval.

Record‑Keeping and Controls

All transactions must be recorded accurately in the Company’s accounting systems with sufficient detail to reflect their true nature. False, misleading or off‑book accounts are forbidden. The Compliance Officer will conduct periodic audits of the Gifts & Hospitality Register, supplier payments and expense claims.

Training and Communication

ABC training will be provided to all Personnel, with refresher training at least every two years or when legislative changes occur. The Policy is available on the intranet and is referenced in contractual documents with third parties.

Reporting Concerns

Suspected bribery or corruption must be reported immediately to the Compliance Officer or through the Whistleblowing (Disclosure) Policy. Reports will be handled confidentially and investigated promptly. Retaliation against anyone who raises a concern in good faith will not be tolerated and may result in disciplinary action.

Breaches and Sanctions

Violation of this Policy is a serious matter that may lead to disciplinary action up to and including summary dismissal, termination of contracts, civil recovery and criminal prosecution of individuals and/or the Company.

Monitoring

The Compliance Officer will monitor implementation, analyse incidents, track training completion and report quarterly to the Executive Leadership Team and annually to the Board.

Review

This policy is to be reviewed every two years, or earlier if there are significant changes in law or our operations.

Latest update: June 30, 2025.

This Policy is non‑contractual and may be amended at the Company’s discretion.