1.1 Rationale
Magentus is committed to ensuring that its directors, officers, contractors and employees, and those of its related companies (collectively Personnel), act and observe the highest standards of business and personal ethics in the conduct of their duties and responsibilities.
Bribery and the related improper conduct referred to in this policy are serious criminal offences for both Magentus and any individuals involved. They are also inconsistent with Magentus’ values.
Laws prohibiting the types of improper conduct covered by this policy apply in Australia and in the countries where Magentus is or will conduct business, and also where a number of Magentus’ key suppliers are located. Many laws, such as the Australian Criminal Code, the US Foreign Corrupt Practices Act and the UK Bribery Act, have application not only in those countries, but also to acts in Australia.
The purpose of this policy is to:
a. set out Magentus’ and its personnel’s responsibilities in observing and upholding the prohibition on bribery and related improper conduct; and
b. provide information and guidance on how to recognise and deal with instances of bribery and corruption.
2 Policy statement
2.1 Overview
Magentus personnel must:
1. understand and comply with this policy;
2. not give, offer, accept or request bribes, facilitation payments, secret commissions or other prohibited payments or engage in money laundering or cause any of them to be given, offered, accepted or requested;
3. not approve any offers, or make, accept or request an irregular payment or other thing of value, to win business or influence a business decision in favour of Magentus;
4. comply with any reporting and approval processes for gifts, entertainment or hospitality;
5. not offer or receive any gifts, entertainment or hospitality to or from public or government officials or politicians, without approval from the CEO and the General Counsel;
6. obtain required approvals for donations and sponsorship;
7. maintain accurate records of dealings with third parties; and
8. be vigilant and report any breaches of, or suspicious behaviour related to, this policy.
3 Key concepts and definitions
3.1 Bribery
Bribery is the act of offering, promising, giving or accepting a benefit with the intention of influencing a person who is otherwise expected to act in good faith or in an impartial manner, to do or omit to do anything in the performance of their role or function, in order to provide Magentus with business or a business advantage that is not legitimately due.
The relevant laws apply to bribery of public officials as well as bribery in respect of any commercial transaction in the private sector. Merely offering a bribe will usually be sufficient for an offence to be committed.
Bribery can take many forms. The benefit that is offered, given or accepted may be monetary or non-monetary. For instance, it may involve non-cash gifts, political or charitable contributions, loans, reciprocal favours, business or employment opportunities, funding educational courses and associated travel costs, or lavish corporate hospitality.
Bribery may be indirect, for example where:
• a person procures an intermediary or an agent to make an offer which constitutes a bribe to another person; or
• an offer which constitutes a bribe is made to an associate of a person who is sought to be influenced.
Magentus Personnel must not give, offer, promise, accept or request a bribe and must not cause a bribe to be given, offered, promised or accepted by another person.
Under no circumstances will Magentus approve of any offers, or make, request or receive an irregular payment or other thing of value, to win business or influence a business decision in Magentus’s favour.
3.2 Other important concepts and restrictions
Facilitation payments
Facilitation payments are typically minor, unofficial payments made to secure or expedite a routine government action by a government official or employee
Secret commissions
Secret commissions typically arise where a person or entity (such as a Magentus employee) offers or gives a commission to an agent or representative of another person (such as a Magentus supplier) that is not disclosed by that agent or representative to their principal. Such a payment is made as an inducement to influence the conduct of the principal’s business.
Money laundering
Money Laundering is the process by which a person or entity conceals the existence of an illegal source of income and then disguises that income to make it appear legitimate.
Paying secret commissions, facilitation payments, or participating or facilitating money laundering by Magentus Personnel is also prohibited.
Gifts, entertainment and hospitality
Magentus recognises that accepting or offering gifts, entertainment or hospitality of moderate value is customary and in accordance with local business practices.
The practice of accepting or offering gifts, entertainment or hospitality should be approached conservatively and prudently by Magentus and its personnel.
Magentus prohibits the offering or acceptance of gifts, entertainment or hospitality in circumstances which could be considered to give rise to undue influence.
The Magentus CEO may set conditions (such as financial limits, or types of gift or hospitality) on hospitality that may be accepted or offered. The current gifts limit is set out below. Acceptance of any gift, entertainment or hospitality above that limit must be pre-approved by the CEO (or in the case of the CEO, by the Chairman) and immediately recorded on the gifts, entertainment and hospitality register maintained by the General Counsel and Group Company Secretary.
Irrespective of any other conditions, gifts, entertainment or hospitality may only be offered or accepted where all of the following conditions are met:
• it is done for the purpose of general relationship building only;
• it cannot reasonably be construed as an attempt to improperly influence the performance of the role or function of the recipient;
• it complies with the local law of the jurisdiction in which the expenditure is made;
• it is given in an open and transparent manner; and
• it does not include cash, loans or cash equivalents (such as gift certificates or vouchers).
Where a gift, hospitality or entertainment is registered, the General Counsel may obtain further information from any Magentus Personnel to verify that the conditions set out above are met in relation to any gifts, entertainment or hospitality that is recorded on the gifts, entertainment and hospitality register.
It may be a breach of this policy if gifts, entertainment or hospitality are provided to a single individual or single organisation on multiple occasions. It may also be a breach of this policy if gifts, entertainment or hospitality are received in a context that makes them inappropriate (for example, the provider is in the process of a competitive tender).
Gifts, entertainment or hospitality that does not comply with the guidelines set out in or identified by reference in Appendix 1 to this Policy must not be offered to, or accepted from, public or government officials or their associates, including politicians or political parties, without prior written approval from the Magentus Board.
3.3 Hospitality Limit
A$500 or equivalent in local currency at the time of the gift or hospitality offer/receipt.
3.4 Donations
All dealings with politicians and government officers which relate to Magentus and its business activities must be conducted at arm’s length and with the utmost professionalism to avoid any perception of attempting to gain an advantage.
Magentus does not make donations to political parties.
Magentus may make charitable donations that are legal and ethical in Australia. Charitable donations must be authorised by the Board or pursuant to the relevant delegation of authority.
4 Procedures
4.1 Compliance
This Policy is subject to express acknowledgement by each employee and will be the subject of annual re-acknowledgement.
4.2 Register
The General Counsel and Group Company Secretary will keep and maintain a gifts register which will be reviewed annually by the CEO & Group CFO and will be made available to the Board on request.
4.3 Record keeping
All accounts, invoices and other documents and records relating to dealings with third parties (including due diligence reports), must be prepared and maintained with strict accuracy and completeness. No accounts may be kept “off the books” to facilitate or conceal improper payments.
All expenditure by Magentus Personnel, including on gifts, entertainment and hospitality, must be included in expense reports and approved in accordance with the relevant expense policy.
Reporting may be subject to internal and external audit by the CFO, and the Company’s internal and external auditors.
4.4 Acquisitions
Prior to any acquisition of a new company or business, anti-bribery due diligence must be undertaken and a due diligence report completed. Detailed written records of those investigations must be retained.
4.5 New business markets and contacts
Where the Company is entering a new market – especially overseas – it must conduct thorough due diligence on any proposed business partners, suppliers, agents and customers. A risk assessment should be conducted with assistance from the CFO and/or General Counsel before entering into any arrangements (whether documented or otherwise) with overseas entities, and in particular agents or representatives.
4.6 Reporting
Magentus Personnel must report any breaches of, or suspicious conduct in relation to, this policy.
Magentus is committed to ensuring no one suffers detrimental treatment as a result of refusing to take part in conduct that may constitute bribery or corruption, or raises a genuine concern in respect of any such conduct. This includes behaviour that makes Magentus Personnel and others engaged in activities for Magentus feel threatened or under pressure to engage in improper conduct.
Reports should be made either to the General Counsel or through Magentus’s Whistleblower reporting line service provider, StopLine at https://magentus.stoplinereport.com.au; by email to [email protected], or by phone on 1300 30 45 50 (in Australia) and 0800 066 5982 (in the UK)www.yourcall.com.au/report.
4.7 Consequences of non-compliance
A breach of this policy by Magentus Personnel may be regarded as serious misconduct, leading to disciplinary action, which may include termination of employment.
Breach of this policy may also expose an individual to criminal and civil liability and could result in imprisonment or in the imposition of a significant financial penalty
4.8 Disclosure Coordinator
Magentus’ General Counsel and Group Company Secretary is the Disclosure Co-ordinator and is responsible for investigating and resolving all reported complaints and investigations concerning misconduct and (unless the conduct complained of involves the CEO), shall advise the CEO and Board of the outcomes of their investigations.
4.9 Support
The Disclosure Co-ordinator can initiate or coordinate support for employees who have or are in the process of making a report. The appropriate support person and/or other support services will be chosen based on the scenario and nature of the request.
As a first step, employees can contact our EAP service on 1300OUREAP.
5 Reporting
Any material breaches of this Policy will be reported to the Pacific Group Topco Board.
6 Policy Review
The ELG must ensure that the following occurs when reviewing this policy:
• it is consistent with the Board’s commitment to fostering compliance, ethical behaviour and good corporate compliance;
• the Policy is updated on an annual basis and/or as required; and
• any changes are made in accordance with relevant legislation.
Appendix 1 – Public Servant Gift and Hospitality Rules
GUIDANCE
The following guidance is offered to assist Magentus employees in determining if any proposed gift or hospitality is likely to be accepted, or conversely, may be problematic or embarrassing. In no circumstances should the following guidance be seen to authorise the giving or offering of gifts or hospitality of any value if the purpose would breach this policy.
Please note that this guidance is not comprehensive, and that in addition to the guidance identified below, government departments and agencies may have their own specific rules that apply during certain processes – such as procurement and during a supply arrangement. It is the employee’s responsibility to ensure they are compliant with these rules.
In no circumstances may cash of any value be offered. Dollar values are a guideline for gift or hospitality value.
COMMONWEALTH
Each Commonwealth Department may have its own rules and guidelines about the offering and acceptance of gifts and hospitality.
The Australian Public Service Values and Code of Conduct specifically addresses the receipt of gifts (Section 4.12), and Citadel employees must take this into account when making offers of hospitality.
ACT
The ACT Public Service Induction Manual recommends accepting gifts only of a ‘low value’ where refusal may cause offence.
VICTORIA
The Victorian Public Sector Commission has issued specific guidelines on the receipt of gifts. The suite of documents can be found here. Note that unless the relevant agency or organisation has adopted a different policy, Victorian Public Servants must declare all gifts valued at $50 or more.
The Victorian Government Supplier Code of Conduct (to which various Magentus companies have acceded) applies to all suppliers of goods or services to the State and its agencies states that:
The appropriate handling of offers of gifts, benefits and hospitality is critical to earning and sustaining public trust. As such, Suppliers are expected not to:
• offer State personnel gifts or benefits, either directly or indirectly, and offers of hospitality will be limited to token offers of basic courtesy (such as tea and coffee during a meeting); or
• take any action in order to entice or obtain any unfair or improper advantage.
You should enquire of any proposed recipient of hospitality if the offer is acceptable under their departmental or organisational rules.
NEW SOUTH WALES
The NSW Public Service Commission has issued guidance on corporate hospitality. You can find it here. Each NSW Government department may set its own rules for the acceptance of gifts and hospitality. You should enquire of any proposed recipient of hospitality if the offer is acceptable under their departmental or organizational rules.
QUEENSLAND
The Queensland Government has issued guidance on gifts and hospitality to public servants which can be found here.
Gifts in excess of $150 but less than $350 must be reported by the recipient and consent obtained to retain the gift or receive the hospitality offered. Gifts between $0 and $150 may be retained by the public servant.
Hospitality must not result in a public servant being away from their official duties at the public’s expense.
SOUTH AUSTRALIA
The Commissioner for Public Servants has issued guidance that can be found here. Individual agencies may set limits on the acceptance of gifts and hospitality and these should be assessed before hospitality or gifts are offered.
WESTERN AUSTRALIA
The WA Public Sector Commission has released guidance on the acceptance of gifts and hospitality.
Individual departments and agencies may have their own rules that should be complied with when offering gifts and hospitality.
Download our ‘Bribery, Corruption, Gifts and Hospitality Policy’
