Global Anti-Bribery and Corruption Policy

Last updated : 9 February 2022

POLICY STATEMENT

Marketplacer is committed to conducting business in an ethical way, acting honestly with integrity, and maintaining a high standard of customer confidence and good corporate governance.

Marketplacer takes a zero-tolerance approach to bribery and corruption and is committed to ensuring that bribery is prevented. As part of this commitment, we will not tolerate any form of bribery or corruption in our business or in those we do business with.

Marketplacer means the Marketplacer group of companies, which includes Marketplacer Holdings Ltd, Marketplacer Pty Ltd and Marketplacer LLC.

PURPOSE

Marketplacer’s Global Anti-Bribery and Corruption Policy (Policy) is a critical part of delivering our vision and values of leading by example, and acting openly and honestly with integrity. The Policy outlines Marketplacer’s requirements around the management of gifts, hospitality and other benefits, dealings with government or public officials, facilitation payments, political and charitable contributions, and dealings with customers and other third parties.

SCOPE

This Policy applies to all Marketplacer employees (whether permanent, fixed-term or temporary), contractors, agents, consultants, secondees, interns and directors wherever located (collectively referred to as employees).

This Policy applies globally. If travelling or based outside of Australia or the USA, Marketplacer’s employees are subject to the laws of the country they are in. However, the principles of this Policy must be followed regardless of whether that country has specific anti-bribery and corruption laws. Where a country has anti-bribery and corruption laws which are of a lesser standard to this Policy, employees are expected to follow the standards outlined in this Policy.

Marketplacer also requires its contractors to agree to adhere to the terms of this Policy.

DEFINITION OF BRIBERY AND CORRUPTION

Bribery is the offering, promising, authorising, giving, accepting or soliciting of a bribe to influence someone in government or business (either in their personal or official capacity) to obtain or retain a business or personal advantage.

Bribes are benefits of any kind offered, promised or provided to gain any business, commercial, contractual, regulatory or personal advantage and can take the form of gifts, loans, fees, rewards, hospitality, offers of employment or other advantages. A bribe may not always be of large value and is not limited to payments of money. A bribe may be given to a person directly or indirectly, such as via their close family members.

Corruption is the abuse of entrusted power for private gain.

Bribery or corruption generally involve the improper influence of a person during the course of their duties, whether in the public or private sector. Serious criminal and civil penalties can result from committing bribery or corruption. Both are serious offences, any suggestion of which can have a serious impact on the people involved, the Marketplacer brand, reputation and profits.

POLICY

Prohibition against bribery

Employees must never give, offer, promise, accept, request or authorise a bribe, whether directly or indirectly (i.e. through a third party). If employees are unsure about whether something could be construed as a bribe, they should contact the VP, Legal at legal@marketplacer.com for guidance.

Gifts, hospitality and other benefits

In dealings with government or public officials in Australia, the USA, or overseas, employees must notify the VP, Legal before accepting or giving any gift, hospitality or other benefit, of whatever value.

In all other dealings, employees must secure approval from VP, Legal before giving any gift, hospitality or other benefit valued at USD$100 or more. The VP, Legal will assess if it is appropriate to offer or give a gift, hospitality or other benefit.

We recognise that the practice of giving and receiving business gifts varies between countries and cultures, so definitions of what is and is not acceptable may differ. Approval for offering benefits over the USD$100 threshold may be granted in appropriate circumstances.

Dealings with government or public officials

Government or public officials include employees, officials or contractors of government, government bodies (including military and police) or government-controlled companies; members of the executive, legislature or judiciary; statutory officeholders; public international organisation employees and contractors; and politicians (including candidates for office); as well as spouses of any of them.

In most countries, government or public officials are highly regulated in their work environment. What might be considered acceptable practice in commercial business environments may be unacceptable for government or public officials. We do not condone any action which has a corrupt motive. Further, we must take care that our actions, regardless of their intent or motive, do not place government or public officials in a situation where they might breach their employment regulations or duties.

Employees must never accept, give, offer, or cause the giving of a bribe to a government or public official, whether in Australia, the USA or overseas.

Facilitation payments

Facilitation payments are low value legitimate payments to government officials or employees designed to expedite or facilitate routine government actions, e.g. processing visas, permits and other actions of a non-discretionary nature (i.e. actions which they are already bound to perform). The payment is not intended to influence the outcome of a government official’s action, only its timing.

Facilitation payments are not easily distinguishable from bribes. Employees are prohibited from making facilitation payments.

Political contributions

Political contributions include gifts, payments, loans or anything of value made to a political party, candidate or elected parliamentarian in federal, state or local government.

Political contributions made on or behalf of Marketplacer are prohibited.

Charitable contributions

Marketplacer can only make charitable contributions that are legal and ethical under local laws and practices.

No charitable contributions must be offered or made on behalf of Marketplacer without the prior approval of the VP, Legal.

Dealing with third parties

Third party means any individual or organisation that employees come into contact with during the course of their work, and includes actual and potential clients, partners, customers, suppliers, distributors, business contacts, agents, advisers, as well as government and public bodies (including their advisors and representatives) and officials, politicians and political parties.

In dealing with third parties, this Policy requires sufficient due diligence to be undertaken in respect of those third parties to ensure they are suitable to be associated with Marketplacer, and that appropriate controls are implemented to prevent and detect bribery and corruption. This is to avoid the possibility of Marketplacer engaging third parties at risk of committing bribery or a corrupt act on Marketplacer’s behalf or for which Marketplacer may be responsible or otherwise liable.

Employee responsibilities

The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of everyone working at Marketplacer.

All employees must avoid any activity that might lead to, or suggest, a breach of this Policy. Any employee who breaches this Policy will face disciplinary action, including potential termination of employment.

Employees must notify their Manager and the VP, Legal as soon as possible if they believe or suspect that a conflict with, or breach of, this Policy has occurred, or may occur in the future. Employees are encouraged to speak up if they have a genuine concern and will not suffer any detrimental treatment as a result of raising a concern.

Monitoring and review and training

This Policy will be reviewed annually by the Board. Employees must complete training with respect to this Policy upon induction and annually thereafter.

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