Anti bribery &
corruption policy

1. Purpose

Iress Limited (Iress or Group) is committed to conducting its business with honesty and integrity. The purpose of this Policy is to:

1. prevent, detect and respond to Bribery and Corruption risks;
2. comply with Anti-Bribery and Corruption (AB&C) laws in the jurisdictions in which Iress operates; and
3. prescribe minimum standards of conduct to be adopted across the Group.

2. Scope

This Policy applies to all Associated Persons of the Group. Associated Persons must be aware of, and are responsible for understanding, how this Policy applies to their role and are accountable for ensuring compliance with all applicable Bribery and Corruption obligations.

The Policy covers any activity or behaviour undertaken during the course of, or in connection with, employment or acting on behalf of Iress, regardless of the geographical location in which the activity or behaviour occurs.

For those parts of the Group that are subject to local laws, regulatory requirements or contractual obligations specific to their jurisdiction that conflict with this Policy, the Business Unit, Corporate Function or Group entity must comply with the more stringent standard and ensure that local laws are not contravened.

3. Approach towards Bribery and Corruption

Bribery and Corruption are serious offences and can result in criminal and civil penalties for any person or entity involved in such offences.

Iress therefore operates a zero tolerance approach to Bribery, Corruption and Facilitation Payments and is committed to:

1. conducting its business in such a way that it does not engage in, or facilitate, any form of Bribery or Corruption;
2. not engaging in conduct that can lead to, or give the impression of, Bribery and Corruption;
3. taking active steps to prevent Bribery or Corruption by Associated Persons; and
4. implementing a proportionate and risk-based approach to Bribery and Corruption risk management, as well as adequate procedures to prevent Bribery and Corruption.

4. Identifying, mitigating and managing Bribery and Corruption risks

Iress identifies, manages and mitigates Bribery and Corruption risks by:

1. undertaking AB&C risk assessments to identify any Bribery and Corruption risks that each Business Unit and Corporate Function may reasonably face;
2. responding to events, relationships and enterprises that could increase or decrease or alter a Business Unit or Corporate Function’s risk exposure;
3. implementing appropriate systems, controls, processes and procedures to mitigate and manage each Business Unit and Corporate Function’s Bribery and Corruption risks, as identified through the relevant risk assessment;
4. making a record of AB&C risks and associated controls in CAMMS, in accordance with the Iress Risk Management Framework;
5. conducting regular monitoring and testing of AB&C processes and controls to evaluate their effectiveness and identify and respond to opportunities for continuous improvement.

Examples of potential Bribery and Corruption risk indicators are outlined in Attachment 2.

5. Speaking up and the reporting of AB&C matters

Iress fosters a culture of speaking up to encourage reporting of any suspected Bribery or Corruption, or other concerns relating to AB&C without fear or reprisal.

The Group works to ensure that all Eligible Persons understand:

1. how to report a Bribery and/or Corruption concern, or other matter relating to AB&C;
2. their right to remain anonymous and what happens when they report their concerns; and
3. how they will be supported so that they can feel safe in raising their concerns and not be subject to reprisal in response to raising their concerns.

All allegations of Bribery and Corruption or other related concerns are to be reported at the earliest opportunity or upon the concern being discovered via the relevant Bribery and Corruption reporting channels listed below.

If you have concerns about your own wellbeing, treatment at work or career prospects as a result of speaking up, Iress has a whistleblowing program, managed in accordance with the Group’s Speaking Up Policy, to protect Eligible Persons who make disclosures and to provide support to people speaking up in relation to Bribery and Corruption and related matters.

How to report Bribery and Corruption concerns

Management: Directly to your People Leader, or to Senior Management.

Group Compliance: Directly to the Head of Group Compliance.

Speak up Online Portal: https://www.yourcall.com.au/report. You will be required to enter Iress’ unique identifier code: IRESS.

Speak up Hotline: Your Call’s external reporting hotline (9am to midnight (AEST) on business days):

• Australia - 1300 790 228
• United Kingdom- 0-800-046-5662
• New Zealand - 0800 123 508

Iress will assess and investigate all allegations of Bribery, Corruption and other related AB&C matters independently of Business Units and Corporate Functions and determine whether or not the allegation is substantiated. If substantiated, it must be determined whether the conduct amounts to AB&C Reportable Conduct requiring escalation as appropriate. Regulatory reporting obligations may also arise if a Bribery and Corruption incident occurs.

6. Gifts, Hospitality and travel

Before offering or receiving Gifts, Hospitality or travel, Associated Persons must ensure that they are not Bribes or kickbacks, and that there is a legitimate business purpose attached.

All Iress Persons must:

1. register and obtain pre-approval before offering any Gift, regardless of value, to a Public Official; and
2. Review and comply with the Iress’ policies and procedures relating to Gifts and Hospitality before offering or receiving any Gifts, Hospitality or travel.

7. Political Expenditure and Charitable Donations

Any Political Expenditure made must be:

1. Solely for the purpose of supporting the democratic process;
2. Lawful and properly recorded in Iress’ accounts;
3. Adequately disclosed in accordance with relevant electoral laws;
4. Not made where there can be any misrepresentation of its purpose.

Charitable Donations must not be made to:

1. improperly secure business or other Advantage;
2. distort a decision-making process;
3. influence that person's decision;
4. secure an improper commercial advantage; or
5. enter into a dishonest arrangement.

Charitable Donations may be offered or made on behalf of Iress after consideration and approval from Iress Impact.

8. Due Diligence

Third Party due diligence

Iress must know who it is doing business with and who is conducting business on its behalf. In relation to Third Parties, Iress must:

1. assess the Bribery and Corruption risks, undertake appropriate due diligence on and maintain records relating to prospective and existing Third Parties;
2. Undertake ongoing due diligence on existing Third Parties in order to ensure that any new information or relevant changes which may impact AB&C risk can be considered; and
3. Ensure that contracts with Third Parties contain appropriate AB&C provisions.

Employee due diligence

The Group identifies and manages Bribery and Corruption risks in relation to all prospective and existing Iress Employees and Directors by undertaking appropriate due diligence screening with the objective of verifying their identity, honesty and integrity.

Iress must not offer or provide employment opportunities, whether paid or unpaid, permanent or temporary, as an inducement to anyone to act improperly to obtain or retain an advantage in business.

Iress undertakes due diligence screening on all Employees and Directors:

1. prior to commencement of their role with the Group; and
2. in certain circumstances, and for certain roles, on an ongoing basis.

9. Training and Awareness

Iress ensures that Associated Persons are aware of Iress’ zero appetite towards Bribery and Corruption, and promotes a culture of compliance with AB&C obligations.

The Group provides an ongoing AB&C awareness program to Employees and Directors, which includes information on when and how to seek advice and how to report any concerns or suspicions of Bribery and Corruption. Iress also maintains records of AB&C training and monitors training completion rates.

10. Roles and Responsibilities

11. Privacy and Confidentiality

Iress recognises that processes and actions supporting this Policy may involve disclosing personal information. This information will be handled in accordance with Iress’ information security requirements and relevant local privacy legislation.

12. Monitoring and Review

This Policy will be reviewed every two years to validate its effectiveness and alignment with applicable legal and regulatory requirements. Any material amendments to this Policy must be endorsed by the Executive Risk Committee and approved by the Board, on recommendation from the Board Audit & Risk Committee

13. Non-Compliance

All Associated Persons have accountability to protect Iress, its reputation and themselves from the risks arising from Bribery and Corruption.

All reasonable steps will be undertaken to comply with this Policy. Non-compliance with this Policy may be regarded as misconduct, which may result in disciplinary action (including potentially termination of employment).

Business Units, Corporate Functions and Associated Persons must also recognise that:

1. A breach of AB&C laws may result in legal or regulatory action, including criminal proceedings and the revocation of licences, significant reputational damage and/or financial loss - to Employees, Group entities and Iress as a whole.
2. An Iress entity may be liable for the failure to prevent the Bribery of a foreign Public Official or another person by an Associated Person acting for or on behalf of Iress, if the Associated Person bribes for the profit or gain of the Iress entity, even where the Associated Person has not been convicted of the foreign Bribery offence. The entity may have a defence where it can demonstrate that it had adequate procedures in place designed to prevent the commission of an act of foreign Bribery by its Associated Persons acting for or on behalf of the Group.
3. The offence of Bribery of a foreign Public Official can apply, even when the conduct occurred outside the jurisdiction to which the offence relates.
4. Employees who are Directors of Iress subsidiaries may also be exposed to personal liability for breaches of AB&C laws.
5. Iress will cooperate with authorities if any legal, regulatory or criminal investigations or proceedings are brought in relation to alleged violation of AB&C laws. This includes in relation to any investigation of, or proceedings brought in relation to, Associated Persons.

Material breaches of this Policy must be reported to the Iress Board and the Iress Board Audit & Risk Committee.

14. Keeping accurate books and records

Iress must retain accurate records in relation to the identification, assessment, mitigation and management of our AB&C risks. This includes:

1. ensuring that accurate financial and non-financial records are kept, which evidence the business reason/s for making payments to Third Parties; and
2. the recording, reporting and approval of Gifts, Hospitality, Political Expenditure and Charitable Donations.

No accounts must be kept “off-book” to facilitate or conceal a payment.

15. Related Policies

This Policy forms a key part of the Compliance Risk Management Framework and should also be read in conjunction with:

• Code of Ethics & Conduct Policy
• Conflicts of Interest Policy
• Speaking Up Policy
• Supplier Code of Conduct
• Expense Management Policy
• Incident Management Policy
  

16. Sources

• Australian Criminal Code Act 1995 (Cth)
• UK Bribery Act 2010
• Other AB&C laws relevant to a Business Unit or Corporate Function jurisdiction

17. Document version control

Anti bribery & corruption policy - Attachment 1: Key Terms

Anti bribery & corruption policy - Attachment 2: Bribery and Corruption Risk Flags