Detecting & Preventing Tax Evasion

Our reputation is everything. We therefore believe in conducting all our business dealings in an honest and ethical manner. This means all of our people acting to the highest personal and corporate standards in everything we do, acting with integrity and in full compliance with all applicable laws and regulations, including the Criminal Finances Act 2017. As such we are committed to:

ensuring all employees across our group and the people that work with us know about our tax evasion policy so they can recognise and avoid involvement with tax evasion;
encouraging all employees to report any suspected tax evasion and providing them with appropriate training, procedures and facilities to do so;
taking appropriate action against anyone found to be involved in criminal tax evasion.

Preventing, detecting and reporting criminal tax evasion is a collective responsibility. I am committed to this policy and would ask you to show your commitment too by reading it and seeking further guidance or assistance if you feel you need any.

If you are in any doubt as to whether something is tax evasion or to report any suspicion of tax evasion speak with your line manager or email whistleblower@softwarecircle.com.

Your personal contribution to protecting and enhancing our reputation by complying with this policy is much appreciated.

Gavin Cockerill
Chief Executive Officer

OUR POLICY

This policy is designed to help you understand the legislation relevant to tax evasion and its facilitation, ensure you are equipped to recognise and avoid engaging in any activity that facilitates tax evasion, and are aware of the procedures to be followed if you suspect tax evasion or its facilitation.

Software Circle has a zero-tolerance approach to tax evasion and the facilitation of tax evasion and forbids any criminal facilitation of tax evasion by any person associated with the group whether as an employee or part of the wider networks of people and companies we work with.

WHO MUST COMPLY WITH THE POLICY?

This policy applies to all employees, directors and officers, and any other individuals or entities associated with Software Circle. This includes any person who performs services for and on behalf of the group such as contractors, external consultants, agency workers, seconded workers, volunteers, interns or any other person associated with us.

It covers all activities carried out by the group’s businesses, wherever they are located and applies to all forms of tax evasion, including but not limited to UK taxes and taxes in other jurisdictions where the group operates.

WHAT IS TAX EVASION?

Tax evasion is the illegal act (or omission with dishonest intent) of dishonestly avoiding paying taxes of any kind (including but not limited to corporation tax, income tax, value added tax, stamp duty, national insurance and customs and excise duties) owed to the government. This can include deliberate misrepresentation or concealment of information to reduce tax liabilities.

Foreign tax evasion means evading tax in a foreign country, provided the conduct is an offence in that country and would be a criminal offence if committed in the UK.

Facilitation of tax evasion occurs when a person or entity deliberately assists or enables another person or entity to commit tax evasion.

Tax evasion is not the same as tax avoidance or tax planning. Tax evasion involves deliberate and dishonest conduct. Tax avoidance is not illegal and involves taking steps, within the law, to minimise tax payable (or maximise tax reliefs).

OUR COMMITMENT

We are committed to and expect all employees and associates to:

comply with all relevant tax laws and regulations;
not engage in tax evasion in any form;
not knowingly assist or encourage tax evasion by any customer, supplier or other person we do business with;

You should ensure that your business relationships, including with customers, suppliers, and partners, are conducted in a manner that upholds this commitment and in that regard:

not buy services or goods from any supplier where you know or suspect them not to be properly declaring their income and any relevant tax in connection with those activities;
not provide goods or services to any customer where you know or suspect that the goods or services will be misused or abused by the customer for the purposes of tax evasion.

WHO IS RESPONSIBLE FOR THE POLICY?

Software Circle’s Board of Directors has overall responsibility for ensuring compliance with this policy and its implementation and effectiveness. The policy will be reviewed annually or when there are significant changes in the law or the group’s operations.

Senior management in each operating unit within the group is responsible for implementing the policy within their areas of responsibility and ensuring that their teams understand and comply with it.

All employees and associated persons are responsible for adhering to this policy.

OUR PROCEDURES

Senior management in each operating unit should, where appropriate, conduct risk assessments to identify and assess the risk of tax evasion within its operations and review and periodically update risk assessments as necessary. When undertaking risk assessments consider red flags such as:

are there colleagues who refuse to take leave and do not allow anyone else to review their files, or are overtly defensive over client relationships?
do existing processes ensure that for higher risk activity a sample of files are routinely reviewed by a second pair of eyes?

Accurate records of all relevant transactions and business relationships to demonstrate compliance with this policy must be maintained. These records should be retained for a period of at least seven years in accordance with legal and regulatory requirements.

All employees are expected to apply appropriate due diligence to their business relationships and ensure they do not engage in business with individuals or entities that are known or suspected to engage in tax evasion. This includes:

conducting background checks and due diligence on new business partners, suppliers, and customers;
monitoring ongoing business relationships for signs of suspicious activity.

The best defence against tax evasion and facilitation is the vigilance of employees supported by a reporting procedure and the adoption of a common-sense approach to identifying risks.

Red flags could include:

the customer or supplier refusing to comply with any due diligence checks;
the customer or supplier having unusual invoicing or documentation practices for example records showing payment to one person when in fact it was made to another or that inaccurately characterise or describe the true nature of transactions.
the customer or supplier requesting payments to be made in cash, paid to or through another entity, or paid to bank accounts in another country (or operating in or being resident in a country where tax evasion is prevalent).

Training tailored to specific roles and responsibilities of individuals within the group should be requested where considered necessary in addition to this policy.

Any knowledge, concern or suspicion of tax evasion or its facilitation must be reported immediately to your line manager or by emailing whistleblower@softwarecircle.com (a tax evasion report form is available on request). All reports will be treated confidentially (and can be made anonymously if preferred). All reports will be investigated thoroughly with appropriate action taken.

Any employee or associated person found to be in breach of this policy will face disciplinary action, which could result in dismissal or termination of their contract. Law enforcement agencies may also be involved if criminal activity is suspected.

This policy is published on the group’s website to ensure transparency and provide guidance to all employees, stakeholders, and associated persons. Please refer to this policy regularly, ensure your activities are in full compliance and make your business partners aware of this policy and the group’s commitment to preventing the facilitation of tax evasion.

Any questions regarding this policy should be directed to the Company Secretary by email to secretary@softwarecircle.com.

September 2024