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Global Anti-Bribery and Corruption Policy

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.

This policy does not form part of any employee’s contract of employment and we may amend it at any time. It will be reviewed regularly.

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 persons working for or on behalf of Marketplacer in any capacity, including employees (whether permanent, fixed-term or temporary), agency workers, contractors (including independent contractors based in the Philippines), agents, consultants, secondees, interns, volunteers, third-party representatives, business partners, officers and directors wherever located (collectively referred to as employees).

This Policy applies globally. If travelling or based outside of Australia, the UK 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.

Definition Of Bribery and Corruption

Bribery is the offering, promising, authorising, giving, accepting, seeking or soliciting of any financial or other advantage, to induce the recipient or any other person to act improperly in the performance of their functions, or to reward them for acting improperly, or where the recipient would act improperly by accepting the advantage.

Bribe means a financial or other inducement or reward for action which is illegal, unethical, a breach of trust or improper in any way. 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 money, gifts, loans, fees, rewards, hospitality, services, discounts, award of contracts, offers of employment or other advantages or benefits. 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). Specifically, employees must not:

  • give or offer any payment, gift, hospitality or other benefit in the expectation that a business advantage will be received in return, or to reward any business received;
  • accept any offer from a third party that you know or suspect is made with the expectation that we will provide a business advantage for them or anyone else;
  • give or offer any payment (sometimes called a facilitation payment) to a government official in any country to facilitate or speed up a routine or necessary procedure;
  • threaten or retaliate against another person who has refused to offer or accept a bribe or who has raised concerns about possible bribery or corruption.

If employees are unsure about whether something could be construed as a bribe, they should contact the General Counsel at [email protected] for guidance.

Gifts, hospitality and other benefits  

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

In all other dealings, employees must secure approval from the General Counsel before giving or receiving any gift, hospitality or other benefit valued at USD$100 or more (or equivalent in other currencies). The General Counsel will assess if it is appropriate to give or receive a gift, hospitality or other benefit and ensure it is added to the Marketplacer Gifts Register. 

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 (or equivalent in other currencies) will only be granted in appropriate circumstances.

This policy does not prohibit the giving or accepting of reasonable and appropriate hospitality for legitimate purposes such as building relationships, maintaining our image or reputation, or marketing our products and services.

A gift or hospitality will not be appropriate if it is unduly lavish or extravagant, or could be seen as an inducement or reward for any preferential treatment (for example, during contractual negotiations or a tender process).

Gifts must be of an appropriate type and value depending on the circumstances and taking account of the reason for the gift. Gifts must not include cash or cash equivalent (such as vouchers), or be given in secret. Gifts must be given in our name, not your name.

Promotional gifts of low value such as branded stationery may be given to or accepted from existing customers, suppliers and business partners.

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 UK, the USA or overseas.

Facilitation payments 

Facilitation payments are low value, unofficial 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. Marketplacer does not make, and will not accept, facilitation payments or “kickbacks” of any kind. If you are asked to make a payment on our behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt which details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these with the General Counsel. 

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 General Counsel.

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. If employees are unsure whether or not to deal with third parties, they should first seek advice from the General Counsel. 

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 General Counsel 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. 

Employees must declare to Marketplacer all hospitality or gifts given or received over the USD$100 threshold (or equivalent in other currencies) so that the General Counsel  can ensure it is added to the Gifts Register. Employees must also submit all expenses claims relating to hospitality, gifts or payments to third parties in accordance with Marketplacer’s expenses policy and record the reason for expenditure. All accounts, invoices, and other records relating to dealings with third parties including suppliers and customers should be prepared with strict accuracy and completeness. Accounts must not be kept “off-book” to facilitate or conceal improper payments.

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.