Anti-Bribery Policy

Purpose  

The purpose of this policy is to establish controls to ensure compliance with all applicable anti-bribery and corruption regulations, and to ensure that the Company’s business is conducted in a socially responsible manner.  

Policy statement  

Bribery is the offering, promising, giving, accepting or soliciting of an advantage as an inducement for action which is illegal or a breach of trust. A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage.  

It is our policy to conduct all of our business in an honest and ethical manner. We take a zero- tolerance approach to bribery and corruption. We are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery.  

We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate. However, we remain bound by the laws in Australia in respect of our conduct both at home and abroad.  

Bribery and corruption are punishable for individuals with imprisonment and a fine. If we are found to have taken part in corruption, we could face a fine, be excluded from tendering for public contracts and face damage to our reputation. We therefore take our legal responsibilities very seriously.  

Scope  

Who is covered by the policy?  

In this policy, third party means any individual or organisation you come into contact with during the course of your work for us, and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.  

This policy applies to all individuals working at all levels and grades, including senior managers, officers, directors, employees (whether permanent, fixed-term or temporary), consultants, contractors, trainees, seconded staff, homeworkers, casual workers and agency staff, volunteers, interns, agents, sponsors, or any other person associated with us, or any of our subsidiaries or their employees, wherever located (collectively referred to as employees in this policy).  

Bribes  

Employees must not engage in any form of bribery, either directly or through any third party (such as an agent or distributor). Specifically, employees must not bribe a foreign public official anywhere in the world.  

Gifts and hospitality 

Employees must not offer or give any gift or hospitality: which could be regarded as illegal or improper, or which violates the recipient’s policies; or to any public employee or government officials or representatives, or politicians or political parties; or which exceeds £100 in value for each individual gift or £500 in value for each hospitality event (not to exceed a total value of £1,000 in any financial year), unless approved in writing by the employee’s manager.  

Employees may not accept any gift or hospitality from our business partners if:  

it exceeds £100 in value for each individual gift or £500 in value for each hospitality event (not to exceed a total of £1,000 in any financial year), unless approved in writing by the employee’s manager; or  

it is in cash; or  

there is any suggestion that a return favour will be expected or implied.  

Where a manager’s approval is required above, if the manager is below Director level then approval must be sought from an appropriate Director.  

If it is not appropriate to decline the offer of a gift, the gift may be accepted, provided it is then declared to the employee’s manager and donated to charity.  

We appreciate that the practice of giving business gifts varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift or hospitality is reasonable and justifiable. The intention behind the gift should always be considered.  

Within these parameters, local management may define specific guidelines and policies to reflect local professional and industry standards. Where this policy requires written approval to be given, the Company Secretary shall put in place a process to maintain a register of all such approvals.  

Political Contributions 

We do not make donations, whether in cash or kind, in support of any political parties or candidates, as this can be perceived as an attempt to gain an improper business advantage.  

Charitable contributions  

Charitable support and donations are acceptable (and indeed are encouraged), whether of in- kind services, knowledge, time, or direct financial contributions. However, employees must be careful to ensure that charitable contributions are not used as a scheme to conceal bribery. We only make charitable donations that are legal and ethical under local laws and practices]. No donation must be offered or made without the prior approval of [the compliance manager.  All charitable contributions should be publicly disclosed.  

Facilitation Payments 

Facilitation Payments are also known as ‘speed or grease payments’ and are a type of (normally small) bribe, typically requested to expedite administrative processes such as visa applications, customs clearance, administrative procedures, etc.  

Characteristics of Facilitation Payments  

Situational: They occur in situations where a Government Official (as defined in our Group Policies Manual) demands a bribe to provide a service or approval to which a person or company is entitled i.e. something over which the Government Official has no official discretion. Demands may often be backed by a threat of a fine or other adverse consequence.  

Transactional: Facilitation Payments are commonly demanded in certain transactions or activities, typically in travel, logistics or requests for approvals of some kind such as visas, licences, certificates, utility services or regulatory approvals.  

Many forms: Like other bribes, Facilitation Payments can take the form of cash, vouchers, pre- paid phone cards, alcohol, perfume, cigarettes, and tickets to events (i.e. anything of value).  

pinnerhouse Ltd prohibits Facilitation Payments. The only exception is making a payment to avoid or prevent an imminent threat to the health, safety or welfare of a  PinnerHouse Ltd employee (we consider this extortion rather than a Facilitation Payment). In such cases, the employee should immediately inform a member of their business Ethics & Compliance team and their Line Manager.  If an employee fails to comply with our policy on not paying Facilitation Payments, they will likely be subject to disciplinary proceedings up to and including dismissal.  

 PinnerHouse Ltd is subject to a number of laws that prohibit Facilitation Payments. Prosecutions under one of these laws could lead to significant fines, reputational damage and loss of business.  

Furthermore, the payment of Facilitation Payments is contrary to our zero-tolerance approach to bribery and corruption and undermines our efforts to be an organisation that acts with integrity. Corruption, such as Facilitation Payments, is proven to divert public resources away from vital government services and functions (particularly impactful in developing countries) and is anti-competitive for business. 

Your responsibilities  

You must ensure that you read, understand and comply with this policy.  

The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. All employees are required to avoid any activity that might lead to, or suggest, a breach of this policy.  You must notify your manager OR the Company Secretary or the confidential helpline as soon as possible if you believe or suspect that a conflict with or breach of this policy has occurred, or may occur in the future.  

Any employee who breaches this policy will face disciplinary action, which could result in dismissal for gross misconduct. We reserve our right to terminate our contractual relationship with other workers if they breach this policy.  

Record-keeping  

We must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.  

You must declare and keep a written record of all hospitality or gifts accepted or offered, which will be subject to managerial review.  

You must ensure all expense claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with our expense policy and specifically record the reason for the expenditure.  

All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept “off-book” to facilitate or conceal improper payments.  

How to raise a concern  

You are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage. If you are unsure whether a particular act constitutes bribery or corruption, or if you have any other queries or concerns, these should be raised with your line manager OR the Company Secretary or through the confidential helpline.  

What to do if you are a victim of bribery or corruption  

It is important that you tell the Company Secretary or the confidential helpline as soon as possible if you are offered a bribe by a third party, are asked to make one, suspect that this may happen in the future, or believe that you are a victim of another form of unlawful activity.  

Protection  

Employees who refuse to accept or offer a bribe, or those who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.  

We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place, or may take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform our legal team immediately. If the matter is not remedied, and you are an employee, you should raise it formally using the company’s Grievance Procedure.  

Training and communication  

Training on this policy forms part of the induction process for all new employees. All existing employees will receive regular, relevant training on how to implement and adhere to this policy. In addition, all employees will be asked to formally accept conformance to this policy on an annual basis.  

Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate thereafter.  

Who is responsible for the policy?  

The board of directors has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it.  The Company Secretary has primary and day-to-day responsibility for implementing this policy, and for monitoring its use and effectiveness and dealing with any queries on its interpretation. Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it.  

Monitoring and review  

The Company Secretary will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy and effectiveness. Any improvements identified will be made as soon as possible. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption.  

All employees are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing.  

Employees are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the Company Secretary.  

This policy does not form part of any employee’s contract of employment and it may be amended at any time.

Approved By:  

pinnerhouse Director, 2021

Appendix A – Transparency International Corruption Perceptions Index