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GLOSSARY
means the Bribery Act 2010[ and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010][ and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption][ and any similar or equivalent legislation in any other relevant jurisdiction [specify]];
GLOSSARY
Bribery of a foreign public official means offering, promising or giving of any financial or other advantage (whether directly or through a third party) to a foreign public official or someone else at the official’s request or with their assent or acquiescence, where the official is neither permitted nor required by their own written law to be influenced in their capacity as an official by the offer, promise or gift. 'Gift' in this context means the giving of an advantage; it has no special relevance to corporate hospitality. Bribery of a foreign public official is an offence if the person bribing intends to: • influence the official in their capacity as such, and • obtain or retain business or an advantage in the conduct of business (including a trade or profession) Importantly, under the BA 2010 s 6, there is no requirement for the public official to have acted improperly.
CHECKLISTS
Bribery prevention procedures should be informed by the Ministry of Justice’s (MoJ) six principles: • proportionate procedures • top-level commitment • risk assessment • due diligence • communication, including training • monitoring and review ABC procedures • has your organisation established a clearly defined anti bribery and corruption (ABC) compliance programme which is proportionate to the size of your organisation, the nature and complexity of your business and the type and nature of persons associated with your organisation and the business it undertakes? A compliance programme includes internal systems and procedures to ensure that the company and its employees comply with legal requirements, internal policies and procedures. Any programme must be appropriate for the field in which the company operates, proportionate, risk-based and regularly reviewed. For more information, see Practice Note: Summary of SFO's guidance and policies—SFO guidance on evaluating compliance programmes • is the organisation’s compliance programme supported by a clear and well understood code of ethics? This code of ethics should reflect the core values of the organisation and should have Board-level approval. See Precedent: Anti-bribery and corruption—code of ethics
CHECKLISTS
ARCHIVED: This Checklist has been archived and is not maintained. This is a Checklist for overseas partners on how to prevent bribery. Policies and procedures • Has the company got a clear, robust and pragmatic code of ethics which explicitly refers to a zero tolerance of bribery and corruption? • Is this code of ethics supported by proportionate policies? Is there top level commitment to these policies from the Board and does an appropriately experienced senior officer of the company oversee the anti-bribery policy? ◦ Are the anti-bribery policies and procedures a regular Board meeting agenda item for consideration? ◦ Are the details of the Board's discussions of the anti-bribery policies and procedures fully minuted? ◦ Is there a Board sub-committee with responsibility for overseeing the amendment and enforcement of the anti-bribery policies and procedures? ◦ Does the company’s General Counsel, and the legal/compliance department as a whole (where present), have specific expertise of the anti-bribery legislation and practice? If not, then (a) the company should retain external lawyers with the requisite knowledge;
NEWS
Brick Court Chambers and former members of the senior judiciary have engaged with the Law Commission over the past fifteen months in the lead up to, and during, the consultation process on the review of the Arbitration Act 1996 (AA 1996), in particular on the question of the law applicable to the arbitration agreement. On 26 September they sent a Note to the Law Commission on Recommendation 19 of its Final Report on the Review of AA 1996.
GLOSSARY
Bridge finance refers to short-term financing made available until long-term financing is put in place. A bridging facility is often used where the finance is to be provided by a bond issue and is frequently not intended to be drawn at all.
GLOSSARY
A form of short-term financing that allows a company to continue running until it can arrange longer-term financing. Companies sometimes seek this because they run out of cash before they receive long-term funding; sometimes they do so to strengthen their balance sheet in the run up to flotation.
PRACTICE NOTES
What are they? A bridge to bond facility is a type of acquisition financing where the buyer requires the certainty of a fully committed financing package, but which is intended to be replaced in the future with a mid- to long-term financing in the form of high yield bonds. In markets where acquisitions typically do not have a financing condition, a bridge financing package (which is available to be drawn if necessary) is often a key component to a successful bid. This Practice Note focuses on bridge to high yield bond financing. However, investment-grade borrowers also commonly use bridge facilities for acquisitions. Bridge commitments for investment-grade borrowers differ in many ways, including: lower pricing, much less restrictive covenants (the terms often follow the borrower’s existing credit facilities) and the securities demand mechanic may not be included (or if included, it may only be triggered by ratings downgrade). Bridge commitments for investment grade borrowers may also have longer maturities (or extension rights exercisable by the borrower) and be anticipated to be refinanced by longer
PRACTICE NOTES
This Practice Note identifies the main highways law issues concerning bridges and tunnels as the rights of the public to pass and re-pass across bridges or through tunnels, and maintenance liability for them. It describes the four types of highway bridge and discusses who is responsible for the maintenance of the bridge in each case, referring in particular to the Highways Act 1980 (HiA 1980) and the Transport Act 1968 (TrA 1968). It summarises relevant legislation specific to toll bridges and tolled tunnels, new bridges across navigable water, bridges across boundaries, and footbridges. The main highways law issues concerning bridges and tunnels are as to the: • rights of the public to pass and re-pass across bridges or through tunnels, and • maintenance liability for them The definitions of a bridge and a tunnel in HiA 1980 are not very helpful. Section 328(2) says: ‘Where a highway passes over a bridge or through a tunnel, that bridge or tunnel is to be taken for the purposes of this Act
GLOSSARY
Temporary pension sometimes paid to members who retire before State pension age to fill the gap between retirement and the start of the State pension.
PRACTICE NOTES
This Practice Note contains references to case law of the Court of Justice of the European Union. For guidance on whether EU judgments are binding on UK courts, see Practice Note: Assimilated law — Assimilated case law. What are bridging pensions? Bridging pensions are a form of pension provided by some (but not all) defined benefit occupational pension schemes in circumstances where a member’s scheme pension commences before state pension age (SPA). As the name suggests, bridging pensions are a form of temporary 'top-up' pension intended to 'bridge the gap' between the date on which the relevant member's 'normal' scheme pension comes into payment, and a later date, typically the member’s SPA when their state pension commences. Unequal SPAs for men and women and bridging pensions—how they interact Until plans were considered by the government to equalise the SPAs for men and women in 1993, men had continued to enjoy an SPA of 65 and women 60. Bridging pensions are commonly found where they are used in an attempt to ensure male and female members
NEWS
In Birds Eye Walls v Roberts concerned schemes which pay bridging pensions. The ECJ held that the scheme’s decision to reduce Mrs Robert’s pension by the amount of the state pension when she reached the age of 60 was justifiable because of the objective of the employer to achieve equality between the sexes.