Anti bribery &
corruption policy

Policy statement

It is the policy of Iress Limited (incorporated in Australia, ABN 47 060 313 359) and all companies within its Group (together, “Iress”) to conduct its business honestly, lawfully, ethically and with integrity. Consistent with that policy, Iress will not tolerate any form of bribery or corruption. Iress must ensure that neither it nor any third party acting on its behalf, acts corruptly in its dealings with any other person or entity.

This Anti-Bribery and Corruption policy:

1. sets out Iress’ responsibilities, and those of the people working for and with it, in observing and upholding Iress’ position on bribery and corruption;
2. provides information and guidance to employees and other people working for and with Iress on how to identify and deal with bribery and corruption issues; and
3. complies with legislation governing bribery and corruption on a global basis.

This policy applies to all people working for Iress or on its behalf in any capacity, including employees (whether permanent, fixed-term or temporary), directors, officers, agency workers, volunteers, interns, agents, contractors, external consultants, third-party representatives and business partners. Where Iress engages third parties such as agents, distributors and suppliers, makes acquisitions of other entities, or enters into similar transactions, Iress has an obligation to complete sufficient due diligence to ensure that there is no corruption associated with those engagements and transactions. Iress periodically monitors and reviews those engagements and transactions to ensure ongoing compliance in this regard.

Responsibility for the policy

Iress’ Board of Directors has overall responsibility for ensuring that Iress complies with its legal and ethical obligations and with this policy.

Iress’ Compliance team is responsible for the annual review of this policy.

Management at all levels is responsible for ensuring that those reporting to them are made aware of and understand this policy, and are given appropriate anti-bribery and corruption training as required.

What is bribery?

Iress’ general approach to dealing with the risk of bribery is to educate all of its people through the use of this document, carrying out face to face training where necessary, and identifying higher risk areas that require additional training.

What is Bribery?

A bribe is a financial or other advantage offered, given or promised to a person with the intention of inducing or rewarding them or another person to perform their responsibilities inappropriately. A bribe also occurs when a financial or other advantage is requested, agreed to be received or accepted by a person in exchange for performing their responsibilities or duties inappropriately. It does not matter if the bribe is given or received directly or through a third party, or if it is for the benefit of the recipient or some other person.

Bribes can take many forms including money (or cash equivalents, such as shares), gifts, loans, fees, hospitality, services, discounts, the award of a contract, political / charitable donations, or anything else of value or benefit.

Specifically, it is not acceptable for a person (or someone acting on their behalf to):

1. give, promise to give, or offer a payment, gift or hospitality with the expectation that a business advantage will be received, or to reward a business advantage already given;
2. give or accept a gift or hospitality during any commercial negotiations or tender process, if this could be perceived as intended or likely to influence the outcome;
3. accept a payment, gift or hospitality from a third party that is known or suspected to be offered with the expectation that Iress will provide a business advantage for the recipient or anyone else in return;
4. accept hospitality from a third party that is unduly lavish or extravagant in the circumstances;
5. 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 (see below for further information regarding these types of payments);
6. threaten or retaliate against another individual who has refused to commit a bribery offence or who has raised concerns under this policy.

The above is not an exhaustive list of potential transactions captured by this policy but it is potential sources of bribery.

Procedures and Code of Conduct

General Prohibition

All forms of bribery and corruption are prohibited. An act of bribery or corruption will not be tolerated by Iress and Iress shall conduct its business in such a way that it does not engage in or facilitate any form of corruption.

Any person at Iress who breaches this policy will face disciplinary action, which may include dismissal and criminal liability (which may include imprisonment). Any contractor who breaches this policy may have their contract terminated with immediate effect.

Iress may have penalties and fines imposed on it as a result of breaching bribery laws. Bribery and corruption are also ethically wrong, and in addition, could severely damage Iress’ reputation.

This policy also prohibits an employee (or someone acting on their behalf) from threatening or retaliating against another individual who has refused to commit a bribery offence or has raised concerns under this policy. For further information please see Iress’ Whistleblowing Policy.

Identification of a Bribe

Common sense will usually determine whether a bribe is being offered. However, if in doubt, some questions that may help people at Iress identify a bribe include:

1. Am I being asked to pay something or provide another benefit over and above the cost of the services being performed or the cost of the goods being received?
2. Am I being asked to make a payment for services or goods received to someone other than the provider of the service or goods?
3. Are the entertainment / hospitality or gifts I am giving or receiving reasonable and justified, and would I not be embarrassed to disclose them to Iress’ CEO?
4. When a payment or other benefit is being offered or received, do I suspect or know that it is to induce or reward favourable treatment, to undermine an impartial decision making process or to persuade someone to do something outside of the usual and proper performance of their responsibilities and duties?

If anyone at Iress is unsure about whether a particular act constitutes bribery, they should raise that concern with their People Leader, the Managing Director in the jurisdiction in which the employee operates and / or the Legal and Compliance team.

Hospitality/Entertainment, Gifts and Expenses

Iress appreciates that practice varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether the gift, hospitality or expense payment is reasonable and justifiable. The intention behind it should always be considered.

Hospitality/Entertainment

This policy allows reasonable and appropriate hospitality or entertainment given to or received from third parties, for the purposes of:

1. establishing or maintaining good business relationships;
2. improving or maintaining our image or reputation; or
3. marketing or presenting our products and / or services effectively.

Iress employees must seek their Managing Director's (or equivalent) approval if the hospitality / entertainment being received or offered is greater than AUD$500 (or local currency equivalent).

Gifts

The giving and accepting of gifts is allowed if the following requirements are met:

1. it is not made with the intention of influencing a third party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits;
2. it is given in Iress’ name, not in the name of an individual;
3. it does not include cash or a cash equivalent (such as gift certificates or vouchers);
4. it is appropriate in the circumstances, taking account of the reason for the gift, its timing and value;
5. it does not cause, or appear to cause a conflict of interest;
6. it is given openly, not secretly; and
7. it complies with any applicable local law.

Managing Directors (or equivalent) for each division / business unit may set a financial limit on the amount of a gift that may be accepted or offered, or ban the offering or acceptance of gifts entirely. In the absence of a Managing Director setting such a financial limit or ban, Iress employees must seek their Managing Director's (or equivalent) approval if the gift being received or offered is greater than AUD$500 (or local currency equivalent).

Expenses

Reimbursing a third party's expenses, or accepting an offer to reimburse expenses (for example, the costs of attending a business meeting) would not usually amount to bribery. However, a payment in excess of genuine and reasonable business expenses (such as the cost of an extended hotel stay) is not acceptable.

Facilitation Payments

Iress does not make, and will not accept, facilitation payments or “kickbacks” of any kind. Facilitation payments are payments, no matter how small, made to secure or expedite a routine government action (for example, by a government official, such as the processing of papers or the issuing of permits). “Kickbacks” are typically payments made in return for a business favour or advantage.

There is a high risk in relation to bribery and corruption when dealing with public (or foreign) officials due to the strict rules and regulations that exist in many countries. A public official is someone who:

1. holds a legislative, administrative or judicial position of any kind, whether appointed or elected; or
2. exercises a public function for a country or territory, or any public agency or public enterprise of that country or territory; or
3. acts as an official or agent of a public international organisation.

The provision of money or anything else of value, regardless of how small, to any public official for the purpose of influencing them in their official capacity is prohibited.

If a person is asked to make a payment on Iress’ behalf, they should understand the business purpose of the payment and whether the amount requested is proportionate to the goods and services provided. An employee should always ask for a receipt which details the reason for the payment and if they have any suspicions, concerns or queries, these should be raised with their People Leader, the Legal and Compliance team, or the Managing Director in the relevant jurisdiction.

All people at Iress must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by Iress.

Agents, Distributors and Suppliers and Other Business Relationships

Iress may be liable for the acts of people and parties who act on its behalf. These include agents, distributors and suppliers (“third parties”). As such, Iress is committed to promoting compliance with this Anti-Bribery and Corruption policy by all third parties acting on behalf of Iress.

Arrangements with third parties should be subject to clear contractual terms and may include specific provisions requiring them to comply with minimum standards and procedures in relation to bribery and corruption, if deemed appropriate. Iress must not engage with any third party who it knows or reasonably suspects of engaging in bribery.

Appropriate due diligence will be undertaken prior to any third parties being engaged by Iress. Judgement will be made on a case by case basis as to what the appropriate level of due diligence should be, as it will depend on the individual circumstances of the third party arrangements. Iress will also undertake appropriate due diligence to identify the risk of corruption before entering into customer, supply, partner and other business relationships, including the acquisition of another company or business. Where commercially reasonable, Iress requests that all suppliers comply with Iress’ Supplier Code of Conduct, which makes reference to Anti-Bribery compliance. Iress will take into account a supplier’s alignment with its Supplier Code of Conduct when deciding whether or not to do business with them.

If a person at Iress has any concerns that an arrangement with a third party is not in accordance with this policy, they should consult with the Legal team or the Compliance team.

Donations

Iress will only make charitable donations that are legal and ethical under local laws and practices. Donations are offered or made on behalf of Iress after consideration and approval from Iress’ regional Iress Foundation committee. Political donations by or on behalf of Iress are strictly prohibited.

Responsibilities of Individuals to Whom This Policy Applies

All persons to whom this policy applies must read, understand and comply with this policy. Employees of Iress are required to confirm they have read and understand this policy upon commencing employment with Iress. Employees must re-acquaint themselves with this policy whenever it is updated.

The prevention, detection and reporting of bribery and corruption is the responsibility of all those working for Iress or under its control. All employees are required to avoid any activity that might lead to, or suggest, a breach of this policy. If an employee suspects an actual or potential breach of this policy, the matter should be reported as soon as possible in the manner set out below.

Where this policy requires, a written record of all approved hospitality / entertainment or gifts given or received must be maintained and a copy must be submitted to the Compliance team.

All expense claims relating to hospitality, gifts or payments to third parties must be submitted in accordance with Iress’ expense policy and specifically record the reason for the 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.

How to raise a concern

Iress encourages all those who work with and for Iress to immediately raise concerns about any issue or suspicious activity. This includes if an employee is confronted with attempted blackmail or extortion. If an employee is offered a bribe, or is asked to make one, or if any bribery, corruption or other breach of this policy has occurred, is suspected or may occur (or a person is unsure as to whether a particular act constitutes bribery or corruption), this should be raised with a member of the senior executive in the relevant jurisdiction and the Legal and Compliance team.

If an employee wishes to report a bribe anonymously, they are able to utilise the confidential reporting mechanism that exists within Iress and they will be protected by the Iress Whistleblowing Policy. Iress is committed to ensuring that employees can voice any concerns regarding the application of this policy with confidence. Iress will not tolerate retaliation in any form against anyone raising concerns or reporting what they believe to be improper, unethical or inappropriate behaviour. All reports made by employees will be treated as confidential.

Training

All Iress employees are required to undertake Anti-Bribery and Corruption training at various times. This training will be coordinated by the Compliance team.

Where individuals who work for Iress are employed in high risk functions, Iress may require that they attend additional formal Anti-Bribery and Corruption training. If an individual believes that they should attend additional anti-bribery and corruption training, they should contact the Learning and Development and / or the Compliance teams.

Monitoring and review

Iress will monitor the effectiveness and review the implementation of this policy at least annually, and will consider its suitability, adequacy and effectiveness. Policy improvements as a result of legislative or best practice changes will be made to this policy as soon as possible. Internal control systems and procedures will be subject to regular review to provide assurance that they are effective in counteracting bribery and corruption.