Anti-bribery and Corruption Policy

1. Introduction and purpose

Squiz Pty Limited and its subsidiaries (the Group) are committed to operating in accordance with all applicable laws and regulations and in accordance with the highest standards of ethical behavior at all times.

As part of this commitment, the Group prohibits any activity that seeks to bribe or otherwise improperly influence a public official, or any other individual or entity in the public or private sector, to act (or omit to act) in a way that differs from the proper performance of their role or function.

This Policy:

1. sets out the responsibilities of the Group and the Group's personnel (as defined in section 2 below) in complying with the Group's prohibition on bribery and related improper conduct; and
2. provides guidance on recognizing and addressing instances of bribery and related improper conduct.

2. Application of this policy

This Policy applies to all directors, officers and employees of the Group and all subsidiaries, contractors, distributors, consultants, agents and other individuals or entities that are effectively controlled by the Group or act on its behalf.

It is the responsibility of all Group personnel to understand and comply with this Policy, and to follow the reporting requirements set out in it.

The Anti-Bribery & Corruption Officer is responsible for ensuring that awareness of this Policy's requirements is widespread throughout the entity.

Any queries regarding the application of this Policy in any particular circumstance should be directed to your manager and/or the Anti-Bribery & Corruption Officer by email to:

• whistleblowingreport@squiz.net; or
• legal@squiz.net

The Anti-Bribery Corruption Officer is overall responsible for administering this Policy, including its implementation and monitoring.

3. Laws covered by this policy

Laws prohibiting bribery and improper payments covered by this Policy apply in all countries where the Group has operations and/or engages in trading activities.

In addition, a number of these laws, such as the Foreign Corrupt Practices Act in the United States, the Bribery Act 2010 in the United Kingdom and the Commonwealth Criminal Code in Australia, have extraterritorial reach. This means that, for instance, under Australian law, an Australian citizen, resident or company may be prosecuted in Australia where the relevant activity occurred entirely overseas. In addition, where the activity occurred in Australia, a non-Australian citizen, resident or company may be liable under Australian law.  These laws apply to the Group as well as individuals working for and on behalf of the Group.

The same or substantially similar principles apply to laws in other countries where the Group operates or trades, including the United States, United Kingdom, New Zealand and Poland. 

This means that the Group and/or Group personnel may be found liable in the country where the offending conduct occurs or in their home jurisdiction.

4. Summary of this policy

The Group prohibits bribery and any unlawful or improper payments intended to improperly influence any individual or entity in the performance of their role or function.

This Policy prohibits the following types of improper payments and conduct:

1. bribery of a public official or any other individual or entity in the public or private sector;
2. the making of facilitation payments;
3. the offering, making, soliciting or receiving of secret commissions;
4. the giving or receiving of gifts and/or entertainment which is not in accordance with this Policy;
5. money laundering;
6. the encouragement, authorization or facilitation of bribery or other related improper conduct by another person, such as an agent or representative of the group; and
7. false, misleading, incomplete or inadequate accounting or books or record-keeping.

The above types of improper payments and/or conduct are explained in sections 6 to 10 below.

The Policy requires that you:

1. conduct appropriate due diligence on relevant third parties prior to engaging with such third parties (such as agents, distributors, partners and other contractors);
2. ensure that the standards of conduct set out in this Policy are clearly communicated to relevant third parties, and are incorporated in contracts with such parties, as authorized by the Group's Legal Department;
3. maintain accurate and transparent books and records and ensure that all expenditure is appropriately recorded; and
4. report any suspected or actual conduct in breach of this Policy to your manager and the Anti-Bribery & Corruption Officer.

5. Public officials

For the purposes of this Policy, public officials include:

1. an employee, official or contractor of a government body or a wholly or partially state-owned enterprise;
2. a person performing the duties of an office or position created under a law of a foreign country or by the custom or convention of a country;
3. a person in the service of a governmental body, including a member of the military or the police force;
4. a politician, judge, or member of the legislature of a state, province, or country;
5. an employee, contractor, or person otherwise in the service of a public international organization (such as the United Nations);
6. an individual who is or who holds himself or herself out to be an authorized intermediary of a public official;
7. a political party, party official or candidate for public office;
8. a member of a royal family; or
9. a commercial entity, or the directors, officers or employees of a commercial entity, in which a government body has a significant ownership interest or over which it otherwise exerts control (i.e. a foreign public enterprise).

6. Bribery

Bribery involves the giving, offering or promising of a benefit (monetary or otherwise) to a person where the benefit:

1. is not legitimately due;
2. is given or offered with the intention of influencing a public official or person within the public or private sector in the exercise of their duties or functions; and
3. is given or offered with the intention of obtaining or retaining business or a business advantage for the Group that is not legitimately due.

Whether the person sought to be influenced works in the public or private sector is irrelevant.  The relevant laws apply to bribery of public officials as well as to bribery in any commercial transaction in the private sector.

Bribery can involve offering or providing the benefit directly to the person sought to be influenced, or doing so indirectly, for instance:

1. by procuring an agent or other intermediary to provide or offer the illegitimate benefit to the person sought to be influenced; or
2. by giving the illegitimate benefit to a relative or business associate of the person sought to be influenced, or to a political party or charitable organization with which the person is associated.

It is irrelevant whether the bribe is accepted or ultimately paid.  Merely offering the bribe is a contravention of this Policy and is usually sufficient to constitute an offense; further, a business or business advantage need not be actually obtained or retained for an offense to have been committed.

The Group prohibits the giving, offering, promising, authorizing, accepting, or requesting of a bribe.

7. Facilitation  payments

Facilitation payments are typically minor, unofficial payments to public officials, either directly or indirectly, to expedite or secure the performance of routine government action (for example, to expedite the processing of visa or license applications).

If asked by a public official for a facilitation payment or told that one is required in order for the routine government service to be obtained, or to be obtained by a particular time, you should firmly state that it is the Group's policy that no such payment can be made.  If pressed, you should refuse to make the payment and inform your manager and the Anti-Bribery & Corruption Officer of the request/demand as appropriate.

The Group prohibits its personnel from making facilitation payments.

8. Secret commissions

Secret commissions arise when a person who is the agent or representative of another person or entity takes or solicits a commission from a third party without disclosing it to their principal.  The secret commission is given as an inducement to the agent or representative to use their position to influence the conduct of their principal's business. This would include, for instance, making a payment to an agent of a Group customer, where that agent does not disclose the payment to the customer and, in return, facilitates favorable commercial terms for the Group with that customer.

The Group prohibits the payment or receipt of secret commissions by any person or entity, including private parties and public officials.  It is also an offense in Australia, the United Kingdom, and most countries worldwide to pay a secret commission.

9. Improper gifts and entertainment

Gifts and entertainment must only be provided or accepted in accordance with this Policy, the Corporate Gift Policy, and the Group Code of Conduct.

Giving or receiving of minor gifts, meals and entertainment to or from public officials or any private person or entity, is not prohibited, provided that those expenditures:

1. are given in the name of the Group and not any individual employee;
2. are solely aimed at building a general relationship and understanding;
3. are not intended, and could not be construed as, an attempt to influence improperly the performance of the recipient's role or function;
4. are given in an open and transparent manner;
5. comply with any relevant governmental law, regulation, rule, or code;
6. are otherwise lawful in the jurisdiction in which they are made;
7. do not include cash, loans or cash equivalents;
8. if their value exceeds the financial limit set by the entity, receive prior written approval from your manager and are recorded in the Group Company Gift Register managed by the Anti-Bribery & Corruption Officer.  The manager must provide a copy of the written approval to the Anti-Bribery & Corruption Officer; and
9. are accurately and transparently recorded in the Group's books and records.

The practice of giving corporate gifts and arranging corporate entertainment varies between countries, regions, and industries, and what may be common and appropriate in one place may not be in another.  Group personnel must approach this issue carefully and conservatively.

Further, if gifts or entertainment are frequently given to or received from the same person or entity, and/or create an ongoing expectation for such gifts or entertainment, they are unlikely to comply with this Policy.

The Group prohibits the giving or receiving of gifts or entertainment in circumstances that could be considered to create undue influence.

If you are in any doubt as to the appropriateness of any gift or entertainment, you should consult your manager and the Anti-Bribery & Corruption Officer before it is given or accepted or otherwise as soon as possible.

10. Money laundering

Money laundering is the process by which a person or entity conceals the existence of an illegal source of income and disguises it to make it appear legitimate.

Use by the Group of proceeds of illegal activity can give rise to liability to the Group and/or Group personnel involved in that conduct.

The Group prohibits any form of money laundering in connection with its business activities.

If you suspect that any transaction might involve the payment or receipt of proceeds of any unlawful activity, you should contact the Anti-Bribery Officer and/or the Group's Legal Department immediately.

11. Application of this policy to third parties: Agents, Distributors, Intermediaries and Suppliers

The Group engages with a broad range of third parties in various circumstances. For the purposes of this Policy, 'third parties' include agents, distributors, intermediaries, suppliers, partners, actual or potential clients, customers, consultants, advisers, or other contractors.  These parties may also be part of state-owned entities.

In certain circumstances, the Group may be liable under anti-bribery or other laws for the improper conduct of these third parties.

The Group prohibits the provision of a benefit to a third party where it is expected or likely that some or all of that benefit will be provided or offered to another person, in order to obtain business or a business advantage that is not legitimately due.

Where the Group proposes to engage a third party to represent it or act on its behalf, it is important to implement appropriate controls to ensure that the third party's actions do not adversely affect the Group.

Third parties that pose a particular risk to the Group of breaching anti-bribery laws include those:

1. operating in developing or emerging economies (which includes many Asian or African countries); or
2. involved in negotiating any business arrangements or transactions within the public or private sector on behalf of the Group in any country (including bidding for tenders, negotiating supply contracts, arranging introductions to potential business clients or key government decision-makers, arranging leases or licenses or providing transportation or customs clearance services).

The Anti-Bribery Officer will be responsible for determining the categories of third parties engaged by the Group.  Accordingly, when the Group proposes to engage a third party, the Anti-Bribery Officer must be informed so they can determine the extent to which those controls apply.

1. Due diligence

   Sufficient due diligence must be performed to ensure that it is appropriate for the third party to represent the Group or act on its behalf.  If any issues of concern or 'red flags' are identified during this due diligence, they must be documented in a written report and immediately raised with the Anti-Bribery Officer and the Group's Legal Department.  The Anti-Bribery & Corruption Officer and the Group's Legal Department will then determine whether it is appropriate to retain the third party, or whether further investigations or discussions with the third party are required before entering into any such arrangement.

2. Standard contractual terms

   Standard terms incorporating the issues addressed by this Policy may be required for contracts with third parties. Where a contract is to be entered into with a third party, the Group's Legal Department must be notified.  The Group's Legal Department will then determine the appropriate standard terms (adapted as necessary) to be used.  Any such contract must be authorized by the Group's Legal Department before execution.

3. Oversight of third parties
   Group personnel who engage third parties must maintain oversight of the work of those third parties (including, where appropriate, receiving progress reports and reviewing invoices and other documentation) to confirm that legitimate work is undertaken and that improper payments are not made. The identification of any “red flags” must be fully documented, reported to the Anti-Bribery & Corruption Officer and investigated.

12. Accounting, books and records

The Group is required to maintain internal financial recording and accounting systems and procedures to make and keep books and records which accurately and fairly reflect, in reasonable detail, the parties, the payment arrangements and the purpose of all transactions and disposition of assets.

No undisclosed or unrecorded fund or account may be established for any purpose.

False, misleading or incomplete record keeping is a criminal and civil offense in many countries in which the Group operates or trades.

13. Consequences of non-compliance

Bribery and improper payments prohibited by this Policy are prohibited under the laws of the countries in which the Group operates or trades.  Breaches of such laws may expose the Group and Group personnel to criminal penalties and/or civil action.

For the Group, possible consequences include the imposition of substantial fines, exclusion from tendering for government or private contracts and reputational damage.

For individuals, possible consequences include criminal and civil liability with associated significant fines and/or lengthy terms of imprisonment.

Further, failure by Group personnel to observe this Policy will be regarded as serious misconduct and may lead to disciplinary action, including dismissal from employment or termination of any engagement contract.

Conscious disregard, deliberate ignorance and wilful blindness will not avoid liability in relation to any of the matters set out in this Policy.

14. Reporting bribery or other improper payments

The Group recognizes the value and importance of Group personnel reporting identified or suspected instances of bribery and other improper conduct and strongly supports such disclosures and reports.

It is the responsibility of Group personnel to remain alert to any instances of directors, officers, employees, subsidiaries, suppliers or other contractors engaging in, or attempting to engage in, bribery or other improper conduct, or otherwise not meeting the standards of behavior required under this Policy.

Group directors, officers, and employees must report suspected or actual instances of bribery or other improper conduct to any of the following persons:

1. their manager; and
2. the Anti-Bribery & Corruption Officer.

Group directors, officers and employees can also make an anonymous report via the Group Ethical Trading and Whistleblower Policy.  Detailed information must be provided to enable a formal investigation to be undertaken.  A copy of the Group Ethical Trading and Whistleblower Policy is available on the public-facing website, Vanta and Confluence

If you are unsure as to whether particular conduct constitutes bribery or related improper conduct, you should ask your manager and/or the Anti-Bribery & Corruption Officer.

The Group will take all available steps to provide protection from detrimental treatment to directors, officers and employees who report bribery or related improper conduct or refuse to take part in such conduct.  Detrimental treatment includes dismissal, disciplinary action and victimization.  Persons who are subjected to such treatment should inform the Anti-Bribery & Corruption Officer immediately.

Contractors, distributors, agents, suppliers and other business partners who have any concerns that they wish to raise under this Policy should approach the Anti-Bribery & Corruption Officer.

15. Training, monitoring and review

Training on this Policy forms part of the orientation process for all relevant Group personnel. Relevant existing Group personnel will receive regular training updates on how to comply with this Policy.

The Anti-Bribery Officer will monitor the implementation of this Policy and, on an ongoing basis, review its suitability and effectiveness.  Internal control systems and procedures will be regularly audited to ensure that they are effective in minimizing the risk of non-compliance with this Policy.

The squiz anti-bribery & corruption officer is:

Adina Lockett, General Counsel.

Email: whistleblowingreport@squiz.net or legal@squiz.net