Doing the
right thing
World Bank
123456789012345
Mr AN Other
Bank of
the world
10
The foundation
for our compliance
framework
Doing the right thing
Foreword
by Dorothy C Thompson CBE, Group Chief Executive
At Drax Group we believe in doing the right
thing. We are committed to conducting
business with honesty, integrity and in
accordance with all relevant laws and
regulations. Because of our unwavering
commitment to doing the right thing,
we have built a good reputation for best
practice with our customers, partners and
other stakeholders.
The high-level principles set out in this
booklet are designed to guide employees,
temporary employees and contractors on
the expected standard of conduct when
working on behalf of the business. These
principles, supplemented by our wider
compliance framework of policies and local
procedures, aim to ensure we meet our
own internal standards and those required
to meet our regulatory obligations. We also
expect the same standards from those
with whom we do business, whether in
the United Kingdom, the United States or
beyond.
In recent years we have seen a sizeable
increase in the level of regulation the
business is subject to. So please ensure
that you are familiar with the content
of this document and contact a local
compliance colleague or email
[email protected] if you
have any questions.
Each one of us is a representative of Drax
Group – what we do and how we do it
sends a powerful message. If you ever have
any concern that something may not be
consistent with our principles, then please
speak up. We all have a duty to maintain
our high standards of behaviour.
Dorothy C Thompson, CBE
Chief Executive, Drax Group
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Doing the right thing – The foundation for our compliance framework
Doing the right thing – The foundation for our compliance framework
3
Doing the right thing
4
Doing the right thing – The foundation for our compliance framework
What’s inside?
Foreword by Dorothy C Thompson,
Group Chief Executive
3
Compliance framework
6
Who our compliance framework applies
to and what it means in practice
7
Bribery and corruption
8
Fraud, deception and dishonesty
9
Facilitation payments
9
Business gifts and hospitality
11
Hosting of politicians and
government officials
12
Political and other donations
12
Customers, suppliers, partners,
agents, intermediaries, contractors
and consultants
14
Conflicts of interest
14
Market conduct
16
Compliant trading
17
Modern slavery
18
Money laundering
18
Open and fair competition
19
Whistleblowing
19
Doing the right thing – The foundation for our compliance framework
5
Compliance framework
The Drax Group compliance framework is
a set of documents that encompasses our
high level principles, core policies and local
procedures.
Our local procedures set out the tasks, roles
and responsibilities of employees in meeting
our obligations. These procedures are
business unit specific.
This document, Doing The Right Thing, sets
out our high level principles on the conduct
expected from all employees when acting on
behalf of the business. The principles aim to
ensure we meet our own internal standards
and those required to meet our regulatory
obligations.
Adherence to the principles, policies and
local procedures forms part of your terms
of employment. It is important that you
understand which elements apply to your
role – this should be discussed with your line
manager.
Our policies are split by jurisdiction
and category of regulation and provide
information on the legal framework, the
resulting obligations and the potential
consequences of non-compliance. This
information provides the context behind our
local procedures.
Document Structure
If you have any questions in relation to the
compliance framework, you should contact
your local compliance contact or email
[email protected]. If you are not
familiar with your local compliance contact,
then search ‘compliance’ in the People
Directory on the Drax Group Intranet.
Drax Group operates in accordance with
applicable laws and regulations. The
compliance framework applies to all
employees working for or on behalf of Drax
Group. When we say’we’, ‘Drax Group’ or
‘the company’ that’s who we mean.
We are also committed to working only with
third parties whose standards are, to the
extent applicable, consistent with our own.
This includes customers, suppliers, partners,
agents, intermediaries, contractors and
consultants.
This document sets out the principles
incorporated within our compliance policies
and which form the foundation of our
compliance framework.
In practice
Managers are responsible for providing the
leadership and support necessary for their
teams to understand the requirements
of our compliance framework and how to
apply them in practice. Senior managers are
also responsible for providing assurance on
these matters to the Executive Committee
and Drax Group’s Board of Directors.
Word of warning
The consequences of not complying can
be very serious, for example significant
fines, sanctions and even criminal liability
for individuals and/or the company,
which could lead to a termination of your
employment.
Any failure to comply with our principles,
policies or local procedures will be
fully investigated in line with terms of
employment, disciplinary procedures and
employee handbooks.
Core Policy Themes
Our High Level Principles
Apply at Group level and
detailed in this document
Energy
Market
Regulation
Financial
Market
Regulation
Compliance Policies
Policies that set out the
regulatory obligations we must
meet, grouped by theme
Financial
Crime
Competition
Local Procedures
The specific processes, roles
and responsibilities applicable
to a given business unit
6
Who our compliance framework
applies to and what it means in
practice
Doing the right thing – The foundation for our compliance framework
Doing the right thing
Doing the right thing – The foundation for our compliance framework
7
Facilitation payments
Our principle
We prohibit the receiving, offering, providing, or promising of unlawful ‘facilitation
payments’, regardless of the value of the payment.
Facilitation payments are unofficial
payments that are either demanded,
offered or made for the purpose of
securing or speeding up the performance
of a routine or necessary action to which
the payer is legally entitled, such as
Bank of
issuing permits or licences. Facilitation
payments are often referred to as ‘bungs’,
‘backhanders’ or ‘grease payments’.
Such payments, even when minimal in
value, are illegal and are strictly prohibited.
the world
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Fraud, deception and dishonesty
Our principle
Bribery and corruption
Our principle
We prohibit bribery and corruption in all its forms. This applies to all Drax Group
employees, wherever they are in the world.
Bribery is the offering, giving or receiving
something of value – including (but
not limited to) cash, gifts, hospitality or
entertainment – as a reward for something
improper. Usually, but not always, it’s
to obtain or retain business or some
other illegitimate advantage. Bribes are
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We will not defraud or deceive anyone or act dishonestly. We will protect Drax Group
against fraud.
Fraud always involves deception and
dishonesty. It’s fraud when you deliberately
try to deceive someone, act dishonestly
or abuse your position to gain any kind
of material advantage, or use or involve
anyone else to do so.
Fraud is usually carried out for profit, or to
obtain money, property or services unjustly.
It is a criminal offence in most countries.
against the law and against our principles,
regardless of local customs.
Corruption involves any of the following
activities: bribery, extortion, fraud,
deception, collusion, cartels, abuse
of power, embezzlement and money
laundering.
Doing the right thing – The foundation for our compliance framework
Doing the right thing – The foundation for our compliance framework
9
Business gifts and hospitality
Our principle
We never offer gifts or hospitality to influence a business decision or impair judgement,
and we only accept them in the interests of maintaining genuine business relationships.
Business gifts should only be offered and
accepted in line with your local gifts and
hospitality procedure and must never be
used to influence a business decision or
impair judgement. Hospitality should only
be accepted in the interests of maintaining
a genuine business relationship and should
be recorded in line with local procedure.
Gifts and hospitality offered between Drax
Group employees and others (individuals or
businesses) shall be categorised as follows:
a) Usually acceptable and can be selfapproved
b) May be acceptable with prior approval
c) Never acceptable
Examples are provided in the table below.
Usually acceptable and
can be self-approved
May be acceptable with
prior approval
Never acceptable
• Modest occasional meals
at a moderately priced
restaurant with someone
with whom we do
business (not recordable)
• Gifts with a value greater
than the threshold
detailed in your local gifts
and hospitality procedure
(recordable)
• Gifts up to the value
detailed in your local gifts
and hospitality procedure
(recordable, unless a gift
of minimal value, i.e. a
branded diary, calendar,
pen etc.).
• Any special events such
as attendance at sports,
theatre or cultural
events unconnected
to a business event
(recordable)
• Attending an event where
the company/person (or
a suitable substitute)
extending the invitation
is not intending to be
present
• Any invitation that is
extended to a spouse/
family member or friend
(recordable)
• Any invitation where
a counterparty pays
for travel or overnight
accommodation
(recordable).
• Attending an event for
which there is no business
purpose
• Anything which would be
illegal
• Any gift or hospitality from
someone involved in a
tender, competitive bid
or contract negotiation
process
• Any gift of cash
• Any hospitality that is
indecent or does not
comply with the company
values
• Any gift you pay for
personally or receive at
your home address.
Note: Recordable hospitality is subject to acceptance thresholds (e.g. number of events attended over a given year).
Refer to your local gifts and hospitality procedure for further information.
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Doing the right thing – The foundation for our compliance framework
Doing the right thing – The foundation for our compliance framework
11
Hosting of politicians and
government officials
Our principle
We do not offer travel, accommodation or other hospitality to politicians and government
officials without pre-approval by the Group Company Secretary.
Both the UK Bribery Act and the US
Foreign Corrupt Practices Act include
specific offences relating to the bribery
of public officials. Therefore, situations
involving Drax Group extending travel,
accommodation or other hospitality to
politicians and government officials must
be approached with caution and preapproved by the Group Company Secretary.
US-based employees must ensure
compliance with all relevant Federal,
State and local ethics laws before such
hospitality is extended to a public official.
In addition, US-based employees must
ensure that such hospitality is appropriately
reported in compliance with relevant
Federal, State and local dislosure laws.
A ‘government official’ may be defined
as any officer, director or employee of a
government (whether local or national),
any public international organisation or
any department or agency thereof, or any
person acting in an official capacity for
such government or organisation. This
includes any employee of a state-owned,
controlled, or operated enterprise.
The term ‘government official’ also
includes any representative of a foreign
political party, any political party official, or
candidate for political office.
Political and other donations
Our principle
We do not make direct or indirect charitable donations, sponsorships, or political
donations for the purpose of obtaining advantage in business transactions, or to
encourage those in political office to refrain from performing their duty.
Any involvement or participation in political
activities must be in adherence with Drax
Group’s principles and policies.
No company funds or assets may be
contributed, loaned or made available,
whether directly or indirectly, to any
political party or to the campaign of any
candidate for political office.
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Exceptions are granted for administrative
and solicitation costs, including legal fees,
employee time, use of office supplies and
other related expenses incurred in the
United States and associated with the
establishment and operation of a Political
Action Committee in the United States.
Doing the right thing – The foundation for our compliance framework
Doing the right thing – The foundation for our compliance framework
13
Customers, suppliers, partners,
agents, intermediaries, contractors
and consultants
Our principle
We work with third parties only if we believe them to be reputable and they are known to
act in accordance with standards consistent with our policies.
Third parties are expected to comply with
applicable provisions of our policies. You are
not permitted to deal, engage or contract
with any third party entity or individual
until Drax Group has received sufficient
details about the identity, background and
reputation of the entity or person.
‘Know Your Customer’ due diligence checks
should be carried out by local Procurement
or compliance employees as appropriate.
Conflicts of interest
Our principle
We avoid situations in which our personal interests or actions could conflict or appear to
conflict with Drax Group’s best interests.
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Conflicts of interest exist when a person’s
private interests interfere in any way with
the interests of Drax Group.
interests or which could cause a conflict
with the performance of an employee’s
duties.
Although it is inevitable that over time
personal relationships will develop with
employees of other companies and
organisations for a variety of reasons, Drax
Group employees have a duty to avoid
financial, business or other relationships
which might be opposed to Drax Group’s
Employees are expected to conduct
themselves in a manner that avoids even
the appearance of such a conflict.
Doing the right thing – The foundation for our compliance framework
Doing the right thing
Doing the right thing – The foundation for our compliance framework
15
Compliant trading
Our principle
We do not misuse inside information and we trade in the physical and financial markets in
compliance with applicable law.
Inside information
Trading activity
Some information relating to companies
(including Drax Group) and traded
instruments (such as shares, bonds and
commodity contracts) is particularly
sensitive. This information is prescribed
a specific status and treatment under
applicable law.
Our policies and procedures support our
principle to trade in compliance with all
elements of applicable law. This ensures
that we do the right thing, which in turn
protects Drax Group and individuals
involved in trading decisions from the
severe penalties and sanctions associated
with any failure to comply. Inside information can relate to our
business or involve information about
another company. If the information has
not been made public, is precise and is
information that a reasonable investor
would likely use as part of the basis of
their decision to invest in a company or an
instrument, then it is inside information.
Market conduct
Our principle
We prohibit any action or inaction which could be deemed as market abuse.
The market abuse regime is designed
to prevent misconduct and unlawful
behaviour in the financial and energy
markets. Market abuse comprises market
manipulation, insider dealing and the
unlawful disclosure of inside information.
The regime relates to behaviour in regards
to financial and energy contracts traded in
specified markets, irrespective of whether
the behaviour takes place within or
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Our policies and procedures provide further
detail on how inside information is to be
managed within Drax Group, including
accurate and timely disclosure of our inside
information to the market. The procedures
are designed to prevent the improper use
of inside information in relation to personal
decisions to invest and decisions made on
behalf of Drax Group.
externally to those markets. We must meet
both the letter and the spirit of the law.
We promote the development of
transparent and effective markets, which
our business relies on to grow and prosper.
We consider any form of market abuse,
including attempting to carry out market
abuse or encouraging others to do so, to be
unacceptable.
Doing the right thing – The foundation for our compliance framework
Doing the right thing – The foundation for our compliance framework
17
Modern slavery
Open and fair competition
Our principle
Our principle
We do not tolerate any aspects of modern slavery in our organisation or in our supply
chains.
We will not enter into anti-competitive agreements or abuse our market position.
The Modern Slavery Act came into force in
October 2015. The term ‘modern slavery’ is
used to encapsulate:
• Slavery, servitude and forced or
compulsory labour
• Human trafficking.
We do not tolerate any form of slavery or
exploitation of human rights and apply
Competition laws prohibit anti-competitive
agreements, particularly between
companies that operate in the same
sector, and the abuse of dominant market
positions.
Failure to comply with competition laws
can expose Drax Group to the risk of
substantial fines, damages and other
penalties, and can expose individual
employees to criminal prosecutions.
Our efforts in respect of preventing
modern slavery are reported in an annual
statement.
Money laundering
Whistleblowing
Our principle
Our principle
We will never knowingly be complicit in laundering money and will report any suspicion
of money laundering or other serious organsied crime to the appropriate authorities.
We will treat all issues raised seriously and will follow them up conscientiously, discreetly
and without bias. Where necessary we will carry out an investigation and where
appropriate we will report the matter to the relevant authorities.
Money laundering is the process by which
cash generated by organised crime is
transferred into the financial system and
the legitimate economy.
The purpose of money laundering is
to disguise the origins of illicit cash by
turning it into an investment in a legitimate
financial instrument or business. Although
Drax Group is not directly subject to the
Money Laundering Regulations, we still
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appropriate checks to ensure no form
of slavery is employed by Drax Group or
any of its suppliers, contractors, agents,
intermediaries or contractors.
support the principles of the regulation and
this is reflected within our procedures.
Our Group Company Secretary is our Money
Laundering Reporting Officer (MLRO)
and any concerns or suspicions should be
reported to a compliance colleague or the
MLRO.
Doing the right thing – The foundation for our compliance framework
How to raise a concern
If you have a concern over violations of our
policies or applicable laws or regulations,
then please speak up. You can raise any
issue with your line manager, a compliance
colleague, or any member of the Ethics and
Business Conduct Committee (EBCC). If
you are not familiar with the membership
of the EBCC search ‘ethics committee’ in
the People Directory on the Drax Group
Intranet
Whistleblowing hotline
If you do not feel that you can talk to
anyone internally, each business unit
has a facility to enable you to talk to an
independent third party. Your call will be
treated anonymously if you wish.
Please refer to your local whistleblowing
procedure for full details and contact
numbers.
Doing the right thing – The foundation for our compliance framework
19
Doing the right thing
If you have any questions in relation to the compliance
framework, you should contact a local compliance colleague
or email [email protected]
If you are not familiar with your local compliance contact, then
search ‘compliance’ in the People Directory on the Drax Group
Intranet.