Bribery Act 2010

The reputation of FUJIFILM Imaging Colorants Limited (“FFIC Limited”) and the trust and confidence of those with whom we deal are of fundamental importance to our business. It is essential that we maintain high ethical standards.

Therefore FFIC Limited condemns bribery and corruption in all its forms and we will not tolerate it in our business or in those we do business with.

Our Anti-Bribery & Corruption Policy sets out in detail how our staff and others representing us should behave and what they should do if confronted with corruption. The Policy is based on the principles of integrity, honesty and transparency which are crucial in the fight against corruption. We expect that all our staff and others representing us will embrace the Policy and use it in all aspects of their day-to-day work.

Compliance with the Policy is important for all of us. The consequences of conviction for a bribery offence can be severe with the obvious lasting reputational damage being accompanied by very significant corporate fines and, for individuals convicted of an offence, a fine and/or imprisonment.


The FFIC Limited Management Team

Anti-bribery & corruption policy

As set out in our Code of Ethics, our policy is to comply with the best legal, commercial and ethical practices applied in the countries and industries in which we operate. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships and to implementing and enforcing effective systems to counter bribery.

FFIC Limited will uphold all laws relevant to countering bribery and corruption. In particular we, as a UK company, are bound by the Bribery Act 2010 in respect of our conduct both at home and abroad.

This policy sets out FFIC Limited’s responsibilities, and the responsibilities of those working for us, in observing and upholding our position on bribery and corruption and, together with the other FFIC Limited policies referred to in this policy, provides information and guidance to those working for us on how to recognise and deal with bribery and corruption issues.

All FFIC Limited staff and other representatives of FFIC Limited are required to comply with this policy.

What is bribery?
A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage.

Some forms of bribery are easier to recognise such as payments or payments in kind from a third party to a company’s employee or their relatives in return for that employee providing a business advantage to the third party (such as an award of a contract by the company or continued business with the company).

Equally facilitation payments made to secure or accelerate routine or necessary business actions (such as clearing our goods through customs) are categorised as bribery.

In addition, actions which may seem perfectly acceptable business practices such as the giving or receipt of gifts or entertainment, the making of political contributions or the provision of charitable sponsorships will also constitute bribery and corruption where they are made in order to gain advantage in business transactions.

Facilitation payments and kickbacks
FFIC Limited do not make, and will not accept, facilitation payments or "kickbacks" of any kind. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government action by a government official. They are not commonly paid in the UK, but are more prevalent in some other jurisdictions.

If you are asked to make a payment on our behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt which details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these with the Regional Counsel UK.

Kickbacks are typically payments made in return for a business favour or advantage. You must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by FFIC Limited.

Gifts & Entertainment
Specific guidance on what FFIC Limited deems ethical and acceptable in relation to the giving or receipt of gifts or the acceptance or provision of entertainment or hospitality is set out in the FFIC Limited Gifts & Entertainment Policy which should be read in conjunction with this policy.

Donations
In accordance with our Code of Ethics, FFIC Limited do not make contributions to political parties.

FFIC Limited only makes 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 Human Resources Manager.

Your responsibilities
The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for FFIC Limited or under FFIC Limited’s control. All FFIC Limited staff and other representatives of FFIC Limited are required to avoid any activity that might lead to, or suggest, a breach of this policy.

You must notify your line manager or use the notification procedures set out in the FFIC Limited Whistleblowing policy as soon as possible if you believe or suspect that a conflict with this policy has occurred, or may occur in the future. For example, if a potential customer or supplier offers you something to gain a business advantage with us, or indicates to you that a gift or payment is required to secure their business (further "red flags" that may indicate bribery or corruption are set out in the Appendix to this policy).  If you are unsure whether a particular act constitutes bribery or corruption, or if you have any other queries, please use the same notification process or contact the Regional Counsel UK directly.

Your rights
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 the Regional Counsel UK immediately. If the matter is not remedied, and you are an employee, you should raise it formally using our Grievance Procedure, which can be found via the HR Intranet page.

Record-keeping
FFIC Limited will keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.

You must ensure all expenses claims relating to hospitality, gifts or expenses incurred in relation to third parties are submitted in accordance with our expenses policy 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 customers, suppliers and business contacts, should be prepared and maintained accurately and completely. No accounts are to be kept "off-book" to facilitate or conceal improper payments.

Training and communication
Training on this policy will form part of the induction process for all new staff. All existing staff will receive regular, relevant training on how to implement and adhere to this policy.

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

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

The Regional Counsel UK has primary responsibility for implementing this policy and for monitoring its use and effectiveness and dealing with any queries on its interpretation. Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it.

Monitoring and review
The Regional Counsel UK 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.

Consequences of policy breach
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 FFIC Limited representatives if they breach this policy.

Appendix: Potential Risk Scenarios: "Red Flags"
The following is a list of red flags that may arise and which may raise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only.

If you encounter any of these red flags, you must report them promptly to your line manager or, if this presents difficulties, use the notification procedures set out in the FFIC Limited Whistleblowing policy:

a)  you become aware that a third party engages in, or has been accused of engaging in, improper business practices;

(b)  you learn that a third party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a "special relationship" with foreign government officials;

(c)  a third party insists on receiving a commission or fee payment before committing to sign up to a contract with us, or carrying out a government function or process for us;

(d)  a third party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;

(e)  a third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business;

(f)  a third party requests an unexpected additional fee or commission to "facilitate" a service;

(g)  a third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;

(h)  a third party requests that a payment is made to "overlook" potential legal violations;

(i)  a third party requests that you provide employment or some other advantage to a friend or relative;

(j)  you receive an invoice from a third party that appears to be non-standard or customised in a low quality manner;

(k)  a third party insists on the use of side letters or refuses to put terms agreed in writing;

(l)  you notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided;

(m)  a third party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to us; or

(n)  you are offered an unusually generous gift or offered lavish hospitality by a third party.

Gifts & Entertainment Policy

Business decisions should always be based solely on commercial criteria and not influenced by such factors as gifts or entertainment. However we recognise that our staff may be offered gifts or entertainment from other companies, suppliers or customers. Equally it is acknowledged that appropriate gifts and/or entertainment may sometimes be used by FFIC Limited to increase awareness of FFIC Limited’s products or to otherwise promote good business relationships.

This policy sets out ethical and acceptable standards of behaviour which employees and/or other personnel should follow in relation to any gifts or entertainment and expands on the principles set out in our Code of Ethics.

For the avoidance of doubt this policy is not intended to apply in relation to the reasonable and appropriate expenses incurred in connection with discussions of specific business matters in business meetings with persons with whom FFIC Limited does business or is seeking to do business (e.g. the cost of meeting rooms and meals provided in the course of such meetings). FFIC Limited staff may continue to pay such expenses on behalf of FFIC Limited and may attend meetings at which such expenses are paid for by other persons. However entertainment (including meals) of or by persons with whom FFIC Limited does business or is seeking to do business which take place during business trips outside of the business meetings themselves are subject to this policy.

Gifts received
You may keep items of nominal value given as a gesture of goodwill such as diaries, calendars, pens and mugs. These do not need to be reported.

Higher value items such as bottles of wine or spirits, vouchers, tokens and other presents must be reported to HR via a Gifts/Event Declaration (please see the Appendix to this policy). The gift must be passed to the relevant nominated person on each site who will ensure that these are included in site-wide raffles to allow all to participate in the opportunity to benefit. All proceeds from such activities will be donated to FFIC Limited approved charities. When accepting such a gift you should, in thanking the donor, tell them that it will be raffled for charity.

In any event gifts which exceed £75 in value should be returned to the donor unless you believe it would cause offence to refuse and your functional head agrees with this analysis.

Cash or equivalents thereof such as commissions, loans and shares can never be accepted. Should you be offered such a gift you should ask the donor to instead make a donation direct to a charity.

Entertainment/Hospitality offered to FFIC Limited
Any offer you receive of corporate entertainment or hospitality (this includes, but is not limited to, all corporate hospitality and invitations to lunch, dinner or other meals) must be assessed to ensure it is of a type which is customarily offered to others with whom the organisation inviting you has a similar relationship and is reasonable and proportionate to that relationship. As a rough guide if FFIC Limited would not be likely to reciprocate such hospitality you should consider carefully whether it is appropriate for you to accept.

In order to avoid unnecessary reporting of routine business meals where there is little risk of improper behaviour, lunch, dinner or other meals received do not need to be reported if their estimated value is less than £75. Any meals with a higher estimated value (or if there are 3 or more lower value meals provided by the same organisation in any six month period, all such meals) and any other corporate entertainment or hospitality of whatever value must be reported to HR via a Gifts/Event Declaration (please see the Appendix to this policy). In addition where the estimated likely value of such hospitality exceeds £150, approval must be obtained from your functional head before accepting the invitation. If you will be away from work during your normal working hours, you may be asked to book the time as holiday.

When attending such events you are representing FFIC Limited and we expect you to treat your host, other employees and members of the public with consideration and respect. Our good reputation should be upheld and any inappropriate behaviour will be treated seriously.

Entertainment and/or hospitality of more than one day in duration is not permitted.

Gifts and Entertainment by FFIC Limited
The practice of FFIC Limited giving gifts, even those of nominal value (£75 or less) is not encouraged. We do however recognise that, in certain circumstances, gifts of nominal value may be appropriate. For instance gifts can be used as promotional aids - an example of this would be the RxD stress balls which were distributed to potential FFIC Limited customers at trade fairs. Should you wish to make a gift of nominal value you should obtain the prior approval of your functional head. Gifts of more than nominal value are prohibited unless they are approved by the Director New Business and Technology.

Entertainment of a moderate value may be provided to third parties from time to time, assuming a definite business purpose is being served. However, it is your responsibility to avoid even the appearance of impropriety. Particular care should be taken when the provision of travel and accommodation for third parties is being considered. If there is any doubt about whether or not a particular activity complies with this policy, you should contact your functional head for guidance.

Please note that gifts or entertainment that would be perfectly proper if given to private persons may be improper if the recipients are government or quasi-government (e.g. contractor organisations providing services to governments) employees or officials, foreign officials or officials of public international organisations. You should consult with the Regional Counsel UK if you wish to make a gift to, or entertain, such a person as it may be contrary to applicable laws either in the relevant country or generally.

Overall it is expected that FFIC Limited staff will exercise good judgement and moderation in the giving of gifts to, or entertaining, third parties even where this is consistent with customary business practice.

No discounts etc.
Finally staff are reminded that you should neither give to, nor receive from, third parties with whom you have contact in relation to FFIC Limited’s business, any goods, materials, services, repairs or improvements at prices lower than would otherwise be available in the marketplace.

Consequences of policy breach
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 staff if they breach this policy.

APPENDIX

Gifts/Event Declaration

A Gifts/Event Declaration must be sent by email to FFIC’s HR Department with the email header “Gifts/Event Declaration” and must contain the following information:

Date Gift/Entertainment received

Organisation received from and contact name

Type of Gift/Entertainment

Approximate Value

You should provide a Gifts/Event Declaration as soon as reasonably practicable after receipt of the Gift/Entertainment.