ANTI-BRIBERY AND CORRUPTION POLICIES AND
PROCEDURES
Version 2022.1

CONTENTS
1.

INTRODUCTION ....................................................................................................................................................................... 3
1.1 Objective .............................................................................................................................................................................. 3
1.2 Applicability .......................................................................................................................................................................... 3
1.3 Consultation ......................................................................................................................................................................... 3
1.4 Disciplinary Action ................................................................................................................................................................ 3
1.5 Translation of this policy document from English ................................................................................................................. 4
1.6 Preparation of Member Firm’s own policies and procedures ............................................................................................... 4
1.7 Member Firm policy requirements ........................................................................................................................................ 5
1.8 Changes to this document ................................................................................................................................................... 52.

OVERVIEW OF BRIBERY AND CORRUPTION ....................................................................................................................... 6
2.1 What is bribery and corruption? ........................................................................................................................................... 6
2.1 What constitutes a bribe?..................................................................................................................................................... 6
2.3 Public or Government officials ............................................................................................................................................. 6

3.

PREVENTING BRIBERY ........................................................................................................................................................... 7
3.1 Individual responsibility ........................................................................................................................................................ 7
3.2 Member Firm responsibilities ............................................................................................................................................... 7

4.

TYPICAL BRIBERY AND CORRUPTION RISKS ...................................................................................................................... 9
4.1 Use of third-party representatives ........................................................................................................................................ 9
4.2 Gifts, entertainment and hospitality ...................................................................................................................................... 9
4.3 Charitable and Political Donations ..................................................................................................................................... 10

5.

RAISING CONCERNS ............................................................................................................................................................. 11
5.1 Objective ............................................................................................................................................................................ 11
5.2 Member Firm responsibility ................................................................................................................................................ 11
5.3 Partner and Employee responsibility .................................................................................................................................. 11

6.

DISCIPLINARY ACTIONS fOR POLICY VIOLATIONS ........................................................................................................... 12
6.1 Objective ............................................................................................................................................................................ 12
6.2 Disciplinary Actions for Individual Violations ...................................................................................................................... 12
6.3 Disciplinary Actions for Member Firm Violations ................................................................................................................ 12
6.4 Action for Third Party Violations ......................................................................................................................................... 127.

FURTHER GUIDANCE ............................................................................................................................................................ 13
7.1 Potential risk scenarios: "red flags" .................................................................................................................................... 13

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Definitions ..................................................................................................................................................................................... 142

1. INTRODUCTION
1.1 Objective
The objective of this policy is to assist Member Firms in limiting their exposure to bribery and other forms ofcorruption by requiring them to:a) Comply with applicable anti-bribery legislation;b) Develop and implement a clear anti-bribery and corruption policy;c) Provide guidance/training to all Partners and Employees so they can recognise and avoid the use of
bribery and corruption by themselves and others;d) Encourage their Partners and Employees to be vigilant and to report any suspicion of bribery or
corruption, providing them with suitable channels of communication;e) Investigate instances of alleged bribery or corruption; andf)Take appropriate action against any individual(s) involved in bribery or corruption.

1.2 Applicability
The Board and the RSM network as a whole have a zero tolerance approach to bribery and other forms ofcorruption. This extends to all business dealings and transactions in all countries in which either RSM
International or any Member Firms, as well to their related entities, subsidiaries, third party representatives,
joint ventures and agents, operate.
This policy applies to all Member Firms, their Partners and all Employees. It also applies to Member Firms
related entities, subsidiaries, third party representatives, joint ventures and agents, as well as all businessdealings and transactions in all countries in which Member Firms or their subsidiaries or associates operate.
This document contains RSM's minimum policies. The policies should be adapted, as necessary, to thespecific requirements of each Member Firm. The policies should also be modified to reflect any additional
local regulatory requirements, which establish higher standards than those reflected in these policies.

1.3 Consultation
Any Partner or Employee who has a question regarding this policy should consult promptly with their
Member Firm's Anti-Bribery Officer.

1.4 Disciplinary Action
Any breach of this policy shall be regarded as a very serious matter.
Disciplinary action under the guidelines set forth in Section 6.2 shall be taken by Member Firms against any
Partners or Employees who violate their firm’s policies or fail to respond to reasonable requests for
information.
Disciplinary action under the guidelines set forth in Section 6.3 shall be taken against any Member Firm
which violates these policies or fails to fully cooperate to resolve violations by its Partners or Employees.

31.5 Translation of this policy document from English
This policy document has been prepared by RSM. The approved text of this policy document is published in
the English language.
Member Firms translating this policy document from English into another language are required to ensurethat the translations of these policies are accurate and complete. Member Firms are responsible for thetranslation plan, process, procedures and quality of the translation and no liability will be accepted by RSM.
Member Firms are required to appoint a principal translator. Principal translator means the translator withthe final responsibility for the translation of this policy document.
The process for ensuring the accurate and complete translation may include the use of a professionaltranslator and/or a review amongst peers (other Member Firms). The translation process should bedesigned and implemented to enable a faithful translation, with no omission or addition (other thantranslation footnotes).
The process for ensuring the accurate and complete translation should ensure that the intent of the originaldrafters of this policy document is understood so that misunderstandings do not arise because of a literaltranslation of the English text.
The complete text of all this policy document should be translated.
The translated policy document cannot have an effective date later than the effective date of the English
pronouncement.
The English language version of this policy is definitive.

1.6 Preparation of Member Firm’s own policies and procedures
Member Firms shall write their anti-bribery and corruption policies and procedures in the predominantbusiness language of the country in which they operate, so that it is accessible to all Partners andEmployees. Regard must also be had by Member Firms to any local legal requirements regarding particularlanguages to be used in order to ensure effective and proper implementation of their policy.
Where a Member Firm operates in more than one country and these countries use different languages, theMember Firm must consider whether it needs to maintain its policies and procedures in different languages
for the different countries.
Member Firms are encouraged to use the following statement on their external website:
The RSM network is one of the largest networks of independent accounting and consulting firms worldwide
and we pride ourselves on our reputation for acting fairly and ethically wherever we do business. Our
reputation is built on our values as a network of firms, the values of our employees and our collective
commitment to acting with integrity throughout our network.
RSM condemns corruption in all its forms and we will not tolerate it in the businesses of our member firms orin those we do business with.
Our own internal codes of conduct set out in detail how we as an organisation should behave. In dealing
with any of our business partners and clients, we expect you to have in place your own procedures toaddress the risk of bribery and corruption and that your organisation (as well as those working for it) will be
at all times compliant with relevant anti-bribery legislation.
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1.7 Member Firm policy requirements
Every Member Firm shall have a clear anti-bribery and corruption policy that prohibits the following:•

The offering, the giving, the solicitation or the acceptance of any bribe, whether cash or otherinducementoto or from any person or company, wherever they are situated and whether they are a public official
or private person or companyoby any individual Partner or Employee, agent or other person or body acting on the Member Firm’s
behalfoin order to gain any commercial, contractual or regulatory advantage for the Member Firm in a
way that is unethical or unlawfuloor in order to entice an individual to perform his/her duties in an improper or unethical wayoor in order to gain any personal advantage, pecuniary or otherwise, for the individual or anyone
connected with the individual.

Member Firms shall communicate their policies and procedures to all their business lines and to all Partners
and Employees, as well as to relevant third-party representatives and other necessary individuals and entities.

1.8 Changes to this document
Version 2022.1 was released on 4 April 2022 and is effective from 1 May 2022.

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2. OVERVIEW OF BRIBERY AND CORRUPTION
2.1 What is bribery and corruption?
Bribery is the offer, promise, giving, demanding or acceptance of an advantage as an inducement for an
action which is illegal, unethical or a breach of trust. Illegality should be judged on the basis of the laws andregulations that apply in the country or countries in which a Member Firm operates, as well as the laws or
regulations of any other country that a Member Firm may become subject to as a result of working withanother Member Firm on referred or shared work.
Corruption is the misuse of public office or power for private gain, or the misuse of private power in relation
to business outside the realm of government.
Acts of bribery or corruption are designed to influence the individual in the performance of their duty andincline them to act dishonestly. For the purposes of this policy, whether the payee or recipient of the act ofbribery or corruption works in the public or private sector is not relevant as it is prohibited in either case.
The individual being bribed is generally an individual who will be able to obtain, retain or direct business.
This may involve sales initiatives, such as tendering and contracting; or, it may simply involve the handlingof administrative tasks. It does not matter whether the act of bribery is committed before or after thetendering of a contract or the completion of administrative tasks.

2.1 What constitutes a bribe?
Bribes can take on many different shapes and forms, but typically they involve corrupt intent. There will usually
be a 'quid pro quo' – both parties will or are expected to benefit. A bribe could be:a) the direct or indirect promise, offering, or authorisation, or anything of value;b) the offer or receipt of (or agreement to receive) any kickback, loan, fee, reward or other advantage; orc) the giving of aid, donations or voting designed to exert improper influence.
There need not be an immediate benefit: an expectation of a later benefit can be a bribe. Furthermore, abenefit provided to a third party can be a bribe.
Bribes are therefore not limited to cash payments. Job offers, gifts and entertainment (see Section 4.2),
excessive business promotional activities, covering or reimbursing expenses, in-kind or politicalcontributions, investment opportunities, subcontracts, stock options and similar items provided to third
parties are all things of value that can be bribes. See Section 7 for a non-exhaustive list of “red flags” which
would raise concerns.

2.3 Public or Government officials
Acts of bribery and corruption may, but will not always, involve public or government officials. For the purposesof this policy, a government official could be:a) a public official, whether foreign or domestic;b) a political candidate or party official;c) a representative of a government-owned/majority-controlled organisation; ord) an employee of a public international organisation
63. PREVENTING BRIBERY
3.1 Individual responsibility
The prevention, detection and reporting of bribery and corruption is the responsibility of all individuals
throughout the Network.

3.2 Member Firm responsibilities
Member Firms must implement policies and procedures to assist in the prevention of bribery and corruption.
3.2.1 Appointing an Anti-Bribery Officer
Each Member Firm must appoint a Partner or senior member of the management team as its Anti-Bribery
Officer who shall have overall responsibility for the design, implementation and monitoring of its anti-bribery
and corruption policies and procedures.
The Anti-Bribery Officer shall work together with other Partners and senior Employees to:a) design the firm’s anti-bribery and corruption policy to meet the requirements of the RSM policy as wellas any additional local regulationsb) implement the policy throughout all the firm’s business lines as well as monitoring compliance at any
Member Firms' related entities, subsidiaries, third party representatives, joint ventures, and agents.
c) design and deliver appropriate training on the policy to all Partners and Employeesd) develop and maintain appropriate procedures and channels of communication to enable Partners andEmployees to report any suspicionse) monitor the effectiveness of the firm’s policies and procedures in accordance with the RSM Member
Firm Inspection Policies.
3.2.2 Risk assessment
Effective risk assessment lies at the very core of the success of this policy. Risk identification pinpoints the
specific areas in which bribery and corruption risks are faced and allows better evaluation and mitigation ofthese risks and thereby protect Member Firms. Business practices around the world can be deeply rooted
in the attitudes, cultures and economic prosperity of a particular region – any of which can vary, so thebribery and corruption risks facing each Member Firm will differ.
Member Firms shall have a formal policy and process for assessing the vulnerability of each of theirbusiness lines to bribery and corruption on an ongoing basis. This assessment should also cover any
Member Firms' related entities, subsidiaries, third party representatives, joint ventures, and agents.
This risk assessment process shall be used to develop effective systems and procedures to mitigate risk.
3.2.3 Accurate books and record-keeping
Many serious bribery and corruption offences have been found to involve some degree of inaccurate recordkeeping.
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Member Firms must ensure that they maintain accurate books and records that reflect each of theunderlying transactions.
3.2.4 Effective monitoring and internal control
Member Firms must maintain an effective system of internal control and monitoring of their transactions.
For the bribery and corruption risks identified and highlighted via the risk assessment process describedin Section 3.2.2 above, procedures shall be developed within a comprehensive control and monitoring
programme in order to mitigate these risks on an ongoing basis.
The Anti-Bribery Officer at each Member Firm is responsible for leading this programme and foroverseeing its effectiveness.
3.2.5 Member Firm Inspection
Each Member Firm shall confirm in writing as part of the submission of its annual Firm Inspection Reportto the Global Executive Office, in accordance with the RSM Member Firm Inspection Policies, that it has
adopted the minimum policies and procedures set forth in this document.

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4. TYPICAL BRIBERY AND CORRUPTION RISKS
Bribery and corruption risks often fall within the following categories:

4.1 Use of third-party representatives
Whilst the use of third-parties can help Member Firms reach their business goals, Member Firms need to beaware that these arrangements can potentially present both the Member Firm and Network with significant
risks if they appear to act on behalf of the Member Firm or Network. The definition of a third-party is broad,and could include agents, distributors, consultants and joint venture partners.
Member Firms must evaluate all new and existing third-party relationships to determine whether theiractions could be seen as benefiting either the Member Firm or the Network. Where this is the case, thesethird-parties must be required to fully comply with the Member Firm’s anti-bribery and corruption policies. In
particular, for each such third-party representative, the Member Firm must:a) evaluate the background, experience, and reputation of the third-party;b) understand the services to be provided, and methods of compensation and payment;c) evaluate the business rationale for engaging the third-party;d) take reasonable steps to monitor the transactions of third-parties appropriately; ande) ensure there is a written agreement in place which acknowledges the third-party understands and isin compliance with the Member Firm’s policy.
Individual Member Firms are ultimately responsible for ensuring that third-parties who pose significant risks
are compliant with their policies as well as any local laws. To assist Member Firms, sample wording
guidance for use in third party contracts has been made available by RSM.

4.2 Gifts, entertainment and hospitality
The purpose of genuine business hospitality and gifts is to improve the image of a Member Firm, better
present our products and services, and establish cordial working relationships. The Network supports suchbusiness expenditure, but recognises that certain types or levels of hospitality and gifts could be perceived
as a bribe.
Gifts, entertainment and hospitality include the receipt or offer of gifts, meals or tokens of appreciation andgratitude, or invitations to events, functions, or other social gatherings, in connection with matters related toour business.
Member Firms must establish policies and procedures relating to offering, giving and receiving of hospitality
and gifts in order to minimise the risk that any bribery or perception thereof takes place. These policies andprocedures should:a) Relate to the offering, giving and receiving of hospitality and gifts;b) Require the pre-approval of certain types and levels of gifts and hospitality by a Partner or an Employeec) Require that an accurate record be made by Partners and Employees of the receipt and giving of all
gifts and hospitality over an appropriate pre-determined value;d) Prohibit Partners and Employees from giving or receiving any form of gifts and hospitality relating to a
specific contract while the Member Firm is tendering for that contract; and9e) Require a periodic review to be conducted by a member of senior management of all such expenditureand receipts to ensure that there was no real or perceived risk of bribery and corruption.
In general, Member Firms should only allow Partners and Employees to accept gifts of low value (on an
individual and aggregate basis) and which are mere tokens (such as promotional pens, calendars andstationery).
Partners and Employees shall not be permitted to accept, give or offer gifts or hospitality of the following
nature:a) a ‘quid pro quo’ (offered for something in return);b) gifts in the form of cash/or cash equivalent vouchers, irrespective of their value; orc) entertainment of a sexual or similarly inappropriate nature.
Member Firms should advise their Partners and Employees that, notwithstanding anything contained within
their policies, where there is any doubt over the permissibility or propriety of offering, giving or accepting a
gift or offer of hospitality, they should decline the offer (where relevant) or contact the Anti-Bribery Officer attheir firm for further guidance.
RSM recognises that there may be exceptional instances when refusing a gift will cause significant offenceor embarrassment. In such instances Member Firms may wish to have a policy that allows them to accept
the gift and subsequently donate it to a charity of their choosing. Nonetheless, the individuals concerned
should contact the Anti-Bribery Officer to gain permission before accepting the gift.
For the purposes of this policy and for the sake of clarity, the Network does not consider the following to becorporate hospitality and Member Firms do not have to have a policy that requires pre-approval in relation tooffering, giving or accepting any of the following, unless required by additional local regulatory or otherrequirements:a) normal working meals or refreshments provided during a business visit;b) hospitality extended to Employees attending a Member Firm approved seminar, conference or otherexternal event sponsored by a client, provided that such hospitality is extended to all who are inattendance; and/orc) free seminars, talks or workshops, provided that they are free to all in attendance and are notprovided solely for Partners or Employees of the Member Firm.

4.3 Charitable and Political Donations
Contributions to charitable organisations or political parties must never be made in an attempt to influence
any specific business decision or gain a business advantage in relation to a specific decision. Member Firms
must only make donations that are legal and ethical under local laws and practices.

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5. RAISING CONCERNS
5.1 Objective
The Network is committed to ensuring that all Partners and Employees have a safe, reliable and confidential
way of reporting any suspicious activity. Each and every person should know how they can “speak up”.

5.2 Member Firm responsibility
Member Firms must:a) develop and implement appropriate channels of communication that enable their Partners andEmployees to report any suspicious behaviour;b) provide training to all their Partners and Employees on these communications channels; andc) fully investigate any suspicions that are raised and take appropriate action to deal with any instancesof bribery or corruption that are found to have occurred.

5.3 Partner and Employee responsibility
Partners and Employees who work for Member Firms have a responsibility to help prevent and reportinstances not only of bribery, but also of any other suspicious activity or wrongdoing.
All Partners and Employees must report to their firm’s Anti-Bribery Officer as soon as possible if they are
offered a bribe by a third party, are asked to make one, or suspect that this may happen in future.
If a Partner or Employee is concerned that a corrupt act of any kind is being considered or carried out (either
within their Member Firm or the wider Network; or by any of our third-party representatives), they must
report the issue/concern to their firm’s Anti-Bribery Officer.

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6. DISCIPLINARY ACTIONS FOR POLICY VIOLATIONS
6.1 Objective
In line with the Network’s zero tolerance approach to bribery and corruption, any breach of this policy by aMember Firm or an individual Partner or Employee shall be regarded as a very serious matter. Appropriate
disciplinary action shall be taken in all instances.

6.2 Disciplinary Actions for Individual Violations
Member Firms shall establish formal disciplinary policies and procedures for dealing with breaches of theiranti-bribery and corruption policies by their Partners, Employees, related entities, subsidiaries, third party
representatives, joint ventures and agents.
These policies must include:a) Who within the Member Firm will be responsible for taking the final decision on disciplinary actions;andb) What factors will be taken into consideration when determining the level of disciplinary action
For serious breaches of the policies, the disciplinary action should not exclude dismissal and possible legal
action against the individuals involved.

6.3 Disciplinary Actions for Member Firm Violations
Member Firms that do not establish adequate policies and procedures in compliance with RSM Anti-Bribery
and Corruption policies, or that do not adequately discipline their Partners, Employees or agents who violatethese policies, shall be subject to disciplinary action.
Disciplinary actions shall be determined by the Board and may consist of any, or any combination of, thefollowing actions:a) Letter of Reprimand or Letter of Required Corrective Action;b) Anti-Bribery and Corruption counselling and/or training for all Partners and Employees of the Member
Firm at Member Firm expense;c) Additional reviews and increased monitoring at Member Firm expense; ord) Termination of membership in RSM, subject to the provisions of article 12 of the RSM Articles of
Association .

6.4 Action for Third Party Violations
In conjunction with the procedures outlined in Section 4.1, Member Firms shall be expected to takeappropriate action in relation to actual or perceived incidents of bribery or corruption in dealings with third
parties. This may include:a) investigating any suspicions regarding bribery including making due enquiries of the third party andothers; andb) taking appropriate action, based on the investigation’s findings, which may include notifying therelevant authorities and/or terminating the relationship.
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7. FURTHER GUIDANCE
7.1 Potential risk scenarios: "red flags"
The following is a list of possible “red flags” that may raise concerns with regard to bribery and corruption.
The list is not intended to be exhaustive and is for illustrative purposes only.
If a Partner or Employee encounters any of these “red flags,” they shall promptly report them to their firm’s
Anti-Bribery Officer to discuss what further actions may be required: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 acontract 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 or expedite goods
through customs;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;k) a third party insists on the use of side letters or refuses to put terms agreed in writing;l)

you notice that an invoice for a commission or fee payment appears large given the service stated tohave been provided;m) a third party requests or requires the use of an agent, intermediary, consultant, distributor or supplierthat is not typically used or known; orn) you are offered an unusually generous gift or offered lavish hospitality by a third party.

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8

DEFINITIONS

Anti-Bribery Officer - A Partner or senior member of the management team, designated by the Member
Firm as responsible for overseeing the appropriate functioning of the Member Firm’s Anti-Bribery andCorruption Policy.
Board - The Board of RSM International Limited.
Chief Executive Officer – The Chief Executive Officer of RSM International Limited
Director or Officer – Those charged with the governance of an entity, or acting in an equivalent capacity,
regardless of their title, which might vary from jurisdiction to jurisdiction.
Employee – Any person employed by a Member Firm or Related Entity in any capacity including a
Professional Employee.
Letter of Reprimand - A letter issued to a violator setting forth:a) The violation and the action taken or to be taken to eliminate the violation; andb) Demanding future compliance and advising the violator that the violation will be considered indetermining the disciplinary action applicable to future violations.
Letter of Required Corrective Action - A letter issued to a violator setting forth:a) The violation and the action taken or to be taken to eliminate the violation;b) Counselling, training, probationary and monitoring requirements and any resulting sanctions; andc) Demanding future compliance and advising that the violation will be considered in determining thedisciplinary action applicable to future violations.
Managing Partner - The chief executive of a Member Firm as appointed from time to time by the Member
Firm’s governing body.
Member Firm or Firm – A Firm that has been admitted as a member of RSM.
Network – The RSM International network of Member Firms.
Partner – An individual who has the authority to bind the firm with respect to the performance of aprofessional engagement.
Professional Employee – All non-Partner Employees of a Member Firm who provide Professional Services
to Clients.
Related Entity – Any partnership, limited partnership, limited liability partnership, company or otherincorporated entity (an entity) that provides professional services of providing auditing and/or accountancy,
tax, business and financial advisory, consultancy services, legal services and any other professional
services and any software, processes or products linked to such services and that is: A parent undertaking, a subsidiary undertaking, or an associated body corporate of, or is undercommon ownership of the Member Firm, or An entity in which the owners of the Member Firm, the Member Firm itself or another Related Entity:– Exercises significant influence in the control or management of such entity;14

– Has an ability to control the board or partnership of that entity; or– Directly or indirectly, have any ownership interest (save for the holding for investment purposes ofnot more than 5 per cent. of the issued share capital of any company).
RSM – RSM International, a company registered in England & Wales.

END OF DOCUMENT© RSM International Limited15