Anti-Bribery & Corruption Policy

This policy sets out EirGrid’s position on bribery and corruption, and provides guidance on recognising bribery and corruption in its various guises.

1. Policy Statement

This policy sets out EirGrid’s¹ position on bribery, corruption (including modern slavery/human trafficking) and provides guidance on recognising bribery and corruption in its various guises.

It is EirGrid’s policy to conduct all business in an honest and ethical manner.

EirGrid takes a zero-tolerance approach to bribery and corruption (including modern slavery and human trafficking) and is committed to acting professionally, fairly and with integrity in all business dealings and relationships wherever EirGrid operates and implement and enforce systems to counter bribery and corruption.

¹The terms “EirGrid” and “EirGrid Group” includes EirGrid plc and all its’ subsidiaries incorporated in the Republic of Ireland. SONI Ltd maintains its own Policy.

2. Purpose

The purpose of this policy is to:

set out the responsibilities in observing and upholding EirGrid’s position on bribery, corruption and human trafficking; and
provide information and guidance to those working for and on behalf of EirGrid, on how to recognise and deal with bribery, corruption and human trafficking issues.

This policy does not itself form part of any employee's contract of employment or the terms of engagement between EirGrid and its contractors and agents and we may amend it at any time.

However, compliance with this policy as well as other specified policies will be a contractual requirement of EirGrid employees as well as contractors and agents of EirGrid.

EirGrid, in all its dealings, is committed to doing business fairly, openly and honestly. In order to do so, all who work either directly or indirectly for EirGrid are required at all times to observe the utmost standard of ethics.

EirGrid will actively promote a culture whereby bribery is never acceptable and this culture will be promoted and led by the EirGrid plc Board and Executive Team.

Nobody within EirGrid or acting on behalf of EirGrid may give or accept directly or indirectly a bribe or inducement in any form or solicit a bribe directly or indirectly.

This policy covers bribery, corruption and other wrongdoings (see Section 4. below).

3. Who Must Comply with this Policy?

This policy applies to all persons working for any EirGrid company or on its behalf in any capacity, including employees at all levels, board members, employees, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third-party representatives and business partners, sponsors, or any other person associated with EirGrid, wherever located.

Throughout this policy document, the terms employee / employees / staff may be read to include all of the above persons.

4. Bribery

While “bribery” is not defined in Irish law, any of the below forms of corruption (as defined in the Criminal Justice (Corruption Offences) Act 2018 may colloquially be referred to as bribery.

Bribery can involve the giving or receiving of anything of value and is not limited to cash. This could include providing business opportunities or favourable contracts.

“Active” corruption is corruptly offering or giving a gift, consideration or advantage to any person as an inducement to, or reward for, doing an act in relation to that person’s office, employment, position or business.
“Passive” corruption, is corruptly requesting or accepting a gift, consideration or advantage as an inducement to, or reward for, doing an act in relation to the recipient’s office, employment, position or business.
“Active” trading in influence is corruptly offering, giving or agreeing to give a gift, consideration or advantage to induce another person to exert an improper influence over an act of an Irish, UK, or foreign official in relation to their office, employment, position or business of that official.
“Passive” trading in influence is corruptly requesting, accepting, obtaining or agreeing to accept a gift, consideration or advantage on account of a person promising or asserting the ability to improperly influence an Irish, UK or foreign official to do an act in relation to the office, employment, position or business of that official.

The commission of the above offences can result in a fine and/or prison sentence being imposed.

Any company within the EirGrid Group may also be found criminally liable for bribery offences committed by its employees and fined as a result.

Appendix 1 presents examples of bribery, corruption and other wrongdoings prohibited by this policy.

Not all payments or the provision of gifts and entertainment to government or commercial associates are bribes.

An important element of any successful business arrangement is the ability to effectively engage in key relationships with existing and potential customers, suppliers, government or regulatory officials and other third parties.

In particular, reasonable i.e., relatively low value bona fide gifts and hospitality are permissible if they are given or received in connection with EirGrid’s services. EirGrid’s Hospitality, Gifts & Entertainment Policy provides the policy and guidance in relation to such.

Whether a particular action or payment violates this policy (and the law) may depend on the facts and circumstances in which it was done.

While it is impractical to anticipate all of the possible scenarios that should raise red flags or corruption concerns, Appendix 2 presents a list of possible red flags which may raise concerns under various anti-bribery, anti-corruption and modern slavery/human trafficking laws.

5. What is Covered by this Policy?

The application of anti-bribery and corruption laws in Ireland, the UK and other countries affects a range of activities and operations across the EirGrid Group.

While anti-bribery and corruption laws in different countries generally reflect similar principles, there are differences, both in the laws themselves and in what is considered best practice in complying with those laws.

To provide additional guidance, the main principles of these laws are considered in more detail above but if you are ever in doubt as to whether an action is appropriate or not, you should seek guidance from your head of function or EirGrid’s legal department.

This policy reflects obligations arising under legislation including:

Ethics in Public Office Act (1995).
Standards in Public Office Act (2001).
Criminal Justice Act (2011).
Companies Act (2014).
Regulation of Lobbying Act (2015).
Criminal Justice (Corruption Offences) Act 2018.
Criminal Law (Human Trafficking) Act 2008, as amended by the Criminal Law (Human Trafficking) (Amendment) Act 2013.
UK Modern Slavery Act (2015).
Protected Disclosures Act 2014 and Protected Disclosures (Amendment) Act 2022.

6. Third Parties

All consultants, intermediaries, subcontractors, distributors, partners, agents or other third parties engaged by the group must ensure that they comply with the rules set out in this policy.

Both individuals and EirGrid Group Companies can be held legally accountable for the actions of such third parties.

All employees must be vigilant in monitoring the activities of third parties on an ongoing basis.

Over-stated, false or inappropriately described payment requests, unusual or overly generous subcontracts, unusual or incomplete documentation and refusals or failures to provide requested documentation may be signs of bribes by third parties.

7. Raising a Concern

Every staff member has a duty to report any suspected or actual incident of bribery or corruption (including modern slavery/human trafficking) that he or she becomes aware of at the earliest possible opportunity. In the case of EirGrid employees, any such incident should be reported in the first instance:

To the employee’s head of function; or
To the Group Head of Internal Audit; or via
EirGrid’s Protected Disclosures Policy.

In the case of contractors and/or third parties, such incidents should be reported to the relevant head of function.

8. Policy Violations

Any action in breach of this policy by an employee is a disciplinary matter and will result in disciplinary procedures being invoked. This may result in penalties being imposed (up to and including dismissal).

Any action in breach of this policy by a contractor, casual or agency worker will be reported to the relevant person’s employer and may result in termination of the contract between the relevant EirGrid Group entity and the relevant third-party company.

In the case of either of the above, EirGrid may also take action to recover any losses incurred, which may include the issuing of civil and/or criminal proceedings against the employee / contractor and/or other individual or company concerned.

Finally, the matter will also be reported to An Garda Síochána, or other authority, where EirGrid is required (or elects) to do so.

9. Review

This policy shall be reviewed by the Head of Governance, Risk & Compliance and approved by the EirGrid plc Board at least every two years.

Appendix 1: Bribery & Corruption Examples

Giving of cash or a gift, or some other form of consideration e.g. a hotel voucher, or other advantage to a person knowing that it will be used to facilitate an offence.
Accepting gifts or other rewards in return for sharing confidential information with a person outside the organisation.
Corruptly creating or using a document (which includes documents in electronic format and emails and texts held electronically on devices such as smartphones) knowing or believing it to contain a false or misleading statement with the intention of inducing another person to do an act in relation to his/her office, employment, position or business to the prejudice of that other person.
Threatening harm to a person with the intention of corruptly influencing that person or another person to do an act in relation to that person’s office employment, position or business.
Stealing/theft/embezzlement of money and/or goods belonging to EirGrid or others.
Accepting a gift or hospitality during any commercial negotiations or tender process, if this could be perceived as intended or likely to influence the outcome.
Defrauding EirGrid by any means (including for example by submitting false expense claims or fraudulently recording working time).
Forgery, for example, altering a document or a forging a signature e.g., forging an invoice in the name of an EirGrid Group company, or forging the signature of an EirGrid Group authorised signatory on a document.
Misuse or misappropriation of EirGrid Group funds or assets, or purchasing items for personal and non-business use using EirGrid Group funds e.g., by creating a purchase order or using a company procurement card to purchase and pay for non-business-related goods and services.
False accounting e.g., preparing fake invoices.
Any attempt to engage in any of the above activities or to conceal or destroy information relating to any of the above.

Appendix 2: Red Flags

Bribery & Corruption

You become aware that a third party engages in, or has been accused of engaging in, improper business practices.
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.
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.
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.
A third-party requests that payment is made to a country or geographic location different from where the third-party resides or conducts business.
A third-party requests an unexpected additional fee or commission to "facilitate" a service.
A third-party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services.
A third-party requests that a payment is made to "overlook" potential legal violations.
A third-party requests that you provide employment or some other advantage to a friend or relative.
Insistence by an employee on dealing with a particular service provider/supplier/bank account him/herself, or insistence of a service provider/supplier on dealing only with a specific employee.
You receive an invoice from a third-party that appears to be non-standard or customised.
A third-party insists on the use of side letters or refuses to put terms agreed in writing.
You notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided.
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.

Modern Slavery/Human Trafficking

You become aware that a worker/contractor operating in our business or supply chains:

Appears to be under the control of someone else and is reluctant to interact with others.
Has few personal belongings, wears the same clothes every day or wears unsuitable clothes for work.
Appears to be working excessive hours.
Appears not to be able to move around freely, and/or may not have access to personal identification.
Is reluctant to engage with you or colleagues.
Appears frightened or withdrawn or shows signs of physical or psychological abuse.
Is being dropped off and collected for work always in the same way, especially at unusual times – very early or late at night.
Lacks basic training and protective equipment for the work undertaken.
A third party is unable to demonstrate supply chain transparency in a tendering process.
A third party refuses to provide/disclose its human trafficking measures when requested.
You become aware that a third-party supplier to EirGrid is linked to modern slavery/human trafficking violations.

(as approved by the board on 19 April 2023)