Anti-Bribery & Corruption Policy

Purpose and Scope

This Policy sets out Billzy Pty Ltd and its associated entities (the “Billzy Group’s”) Anti-Bribery and Corruption (“ABC”) zero tolerance and the principles that form the foundation for the Billzy Group’s ABC management framework. This framework enables the Billzy Group to prevent, detect and respond to bribery and corruption risks and to comply with ABC laws in the jurisdictions in which the Billzy Group operates.

This Policy applies to the Billzy Group, its directors (executive and non-executive), employees and third parties acting for or on behalf of the Billzy Group. The Policy covers any activity or behaviour undertaken during the course of, or in connection with, employment or acting on behalf of the Billzy Group, regardless of the geographical location in which that activity or behaviour occurs. For those parts of the Billzy Group that are impacted by foreign or local laws, regulatory requirements or contractual obligations that conflict with this Policy the Billzy Group entity must comply with the more stringent standard and ensure that local laws are not contravened.

Policy Statement

The Billzy Group, its employees, directors and third parties, must be aware of and understand Billzy Group’s ABC obligations and requirements in order to address, and protect Billzy Group and its people from bribery and corruption risks.

Policy Requirements

Billzy Group’s ABC Principles are set out below.

1. Zero tolerance of bribery, corruption and facilitation payments

We have zero tolerance of bribery, corruption and facilitation payments. Employees, directors and third parties acting for or on behalf of the Billzy Group are prohibited from:

• engaging in any kind of bribe facilitation payment, or corrupt behaviour, regardless of whether or not a benefit is given to or received by another person, including public officials, and regardless of the value of the benefit;

1. carrying out any dishonest accounting or concealment of complete and accurate financial activity; and
2. making political donations in the form of cash/money on behalf of the Billzy Group; other political related expenditure, such as sponsorships, memberships, payments to attend political events, and gifts or entertainment to be given to political stakeholders or senior government officials, must undergo appropriate approvals and conform with relevant policies, standards, and procedures.
3. Offering or making a facilitation payment of any kind is prohibited, regardless of the provisions of applicable law. Where a facilitation payment is required to protect the Billzy Group against perceived or actual immediate danger to personal safety, it must be immediately reported to [email protected].
   
   2. Identifying, mitigating and managing bribery and corruption risks

We identify, manage and mitigate our bribery and corruption risks by:

• undertaking ABC risk assessments to identify bribery and corruption risks, giving consideration to the nature of our organisation, our employees, third parties, customer types, occupation and industry of our customers and third parties, transactions and business practices;

• responding to events, relationships or enterprises that could increase or alter Billzy Group’s risk exposure;

• implementing appropriate systems, controls, processes and procedures to mitigate and manage Billzy Group’s bribery and corruption risks, as identified through the risk assessment;

• making a record of ABC risks and associated controls; and
• conducting regular monitoring and testing of ABC processes and controls to evaluate their effectiveness and identify and respond to opportunities for continuous improvement.

3. ‘Speaking up’ and reporting of ABC matters

We foster a culture of speaking up to encourage reporting of any suspicion of a bribery and/or corruption incident, or other concerns relating to ABC without fear of reprisal.

We work to ensure all employees understand:

• how to report a bribery and/or corruption incident, or other concern relating to ABC;
• their right to remain anonymous and what happens when they report their concerns; and

• how they will be supported so that they can feel safe in expressing their concerns and not be subject to reprisals in response to expressing 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.

Principal channels for reporting Bribery and Corruption concerns:

Line management: Directly to your line manager, Manager once Removed (“MOR”) or Senior Management

Billzy Compliance: [email protected]

We assess and investigate all allegations of bribery, corruption and other related ABC matters independently and determine whether or not the allegation is substantiated. If substantiated, it must be determined whether the conduct amounts to ABC reportable conduct requiring escalation to the Billzy Board, Group Compliance Officer, HR, regulators and enforcement agencies, as appropriate. Regulatory reporting obligations may arise if a bribery or corruption incident occurs.

4. Transparency and record keeping

We maintain transparency and mitigate bribery and corruption risks through our policies, standards and procedures relating to:

• gifts and entertainment;
• political donations and lobbying;
• conflicts of interest;
• corporate expenses;
• employee due diligence and recruitment;
• donations and sponsorships; and
• third parties.

We maintain appropriate records of financial and non-financial controls and ensure that they are accurate and protected against improper use or loss of integrity.

5. Due Diligence

Employee Due Diligence

We identify and manage any bribery and corruption risks in relation to all prospective and existing employees and directors by undertaking appropriate due diligence screening with the objective of ensuring their identity, honesty and integrity. We undertake due diligence screening on all employees and directors:

• prior to their commencement of their role with the Billzy Group; and
• in circumstances which are subject to ongoing employee due diligence requirements.

Third party due diligence

We must know who we are doing business with and who is conducting business on our behalf.

In relation to third parties, we:

• assess third party ABC risk, undertake appropriate due diligence on and maintain records relating to prospective and existing third parties;

• undertake ongoing due diligence on existing third parties in order to ensure that any new information or relevant changes which may impact ABC risk can be considered; and

• ensure that contracts with third parties contain appropriate ABC clauses.

6. Training and awareness

We ensure that employees, directors and third parties are aware of Billzy Group’s zero tolerance of bribery and corruption and promote a culture of compliance with ABC obligations.

We periodically communicate to our employees and third parties Billzy Group’s commitment to its ABC risk appetite and prevention of bribery and corruption.

We provide an ongoing ABC risk awareness training 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. Billzy Group’s Human Resources team maintain records of ABC training completion and monitor training completion rates.

We undertake all assigned ABC training and successfully complete the post-training assessment and/or attestation. This includes mandatory ABC Risk Awareness training module in the AML-CTF modules.

7. Compliance with AB&C regimes

We comply with:

• all applicable ABC laws and regulations, which at a minimum includes the Australian Criminal Code Act 1995 (Cth);

• any other ABC or related laws that require compliance even where business activity may be carried out in another country, (i.e., any legislation with extraterritorial effect); and

• reporting and accounting obligations imposed by regulators and/or enforcement agencies.

Accountabilities

The accountabilities for this Policy are set out below.

If you are:

• You are accountable for:

Billzy Board:

• Approving this Policy, and any material changes to it.

Billzy Compliance Officer:

• Reporting to the Chief Executive Officer, Billzy Board on any breaches or material issues regarding ABC matters.
• Ensuring allegations of bribery and corruption are investigated.

• Escalating allegations of bribery and corruption as required.

Line Management and MOR’s

• Escalating bribery and/or corruption allegations raised by Employees to Billzy Group investigations at the earliest opportunity.

Employees

• Ensuring you comply with the principle of a zero tolerance of bribery, corruption and facilitation payments.

• Understanding the process for ‘speaking up’ and reporting ABC matters.

• Being aware of and responding to ABC risks and incidents, including reporting bribery and corruption concerns internally to line management and/or the Billzy Compliance Officer.

• Meeting the requirements of other relevant Billzy Group policies, standards and procedures and record keeping requirements.

• Completing your mandatory ABC Risk Awareness Training

    8. Compliance statement

Compliance with this Policy supports compliance with ABC laws in the jurisdictions in which Billzy Group operates. This Policy forms part of Billzy Group’s ABC compliance framework which is a framework of systems, processes and controls to prevent, detect and respond to bribery and corruption risks.

9. Breach of policy

Consequences

All reasonable steps will be undertaken to comply with this Policy.

A breach of this Policy may be regarded as misconduct, which may result in disciplinary action (including termination of employment or engagement).

Employees, directors and third parties must also recognise that:

• A breach of ABC 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, Billzy Group entities and to the Billzy Group as a whole.

• A Billzy Group entity may be liable for the failure to prevent the bribery of a foreign public official or another person by an employee or a third party acting for or on behalf of the Billzy Group if the employee or a third party bribes for the profit or gain of the Billzy Group entity even where the employee or the third party 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 employees or a third party acting for or on behalf of the Billzy Group.

• The offence of bribery of a foreign public official can apply even when the conduct occurred outside the jurisdiction to which the offence relates.

• Employees who are directors of Billzy Group’s majority and/or minority owned subsidiaries and investments may also be exposed to personal liability for breaches of ABC laws.

• All employees are personally responsible for protecting the Billzy Group, its reputation and themselves from the risks arising from bribery and corruption.

Personal penalties apply where individuals fail to comply with ABC laws, including financial penalties and imprisonment.

• The Billzy Group will cooperate with authorities if any legal, regulatory or criminal investigations or proceedings are brought in relation to alleged violation of ABC laws.

This includes in relation to any investigation of, or proceedings relating to, employees third parties. Steps should be taken to continue to enhance processes and controls in response to mitigating the re-occurrence of incidents of bribery and/or corruption.

Potential or confirmed breaches of the obligations outlined in this policy must be escalated to the Billzy Compliance Officer.

10. Definitions

In this Policy, defined terms are capitalised. Those terms have the meaning given to them below or, if not defined below, in the Group Policy Glossary.

“ABC” means anti-bribery and corruption.

“Bribe or Bribery” means the offer, promise, giving, requesting, authorising or receiving of anything of value (whether a financial or other advantage) directly or indirectly to another person(s) with the intention of influencing or rewarding improper performance. ‘Another person’ can include, but is not limited to: a Public Official, Third Party, supplier, customer, etc. Bribery can include either ‘active bribery’, in which a person offers or gives something of value to influence performance or obtain an unfair advantage, or ‘passive bribery’, in which a person receives, attempts to receive, or requests something of value in exchange for improper performance.

“Corruption” means an act or omission for an improper or unlawful purpose, which involves the abuse of a position of trust or power.

“Employee” includes for the purposes of this policy and the Billzy Group ABC Standard:

• Permanent employees: employed directly through the Group as a regular, maximum term, casual, non-executive director, international assignee or intern.

• Contractors: employed through a preferred recruitment agency.
• Service providers: employed by a Third Party vendor and have access to the Group’s IT network and systems.

“Facilitation Payment” means a payment of minor value paid to a Public Official via unofficial channels to expedite or secure the performance of a routine government action of a minor nature.

“Financial Crime Compliance (FCC)” means the Billzy Group ABC Standard and includes policy and regulatory engagement, advisory and assurance responsibilities.

“Group Investigations” means the team that is accountable for managing the investigation of internal fraud, serious misconduct and major external fraud events involving serious or

“MOR” means a Manager Once Removed.

“Public Official” means a publicly elected or appointed official, employee or representative of a government (which includes the executive, legislative, administrative, military, or judicial branches of a government; a political party; or a government-owned, government-controlled, or government-funded corporation, institution or charity) at any level, and may include:

• Government regulators and persons acting in an official capacity on behalf of government regulators;

• Employees of self-regulatory organisations in the financial services industry (even if the self-regulatory organisation is not government-sponsored);

• Members of a royal family;
• Officials or public office candidates of any political party;
• Officers, directors or employees of organisations with government ownership or control (as defined below), including:

    – Sovereign wealth funds;

    – Public pension funds;

    – State owned or controlled organisations, such as hospitals, financial institutions, utility companies and other corporations;

• Officers, directors or employees of educational institutions that are established or operated by a federal, state, or local government entity;

• Officials of public international organisations and persons acting in an official capacity

for or on behalf of governments or public international organisations, including but not limited to: The World Health Organisation;

    – United Nations development agencies;

    – International Red Cross;

    – International Monetary Fund; and

    – The World Bank Group.

“Government ownership or control” means a single government or its instrumentality,which:

• Owns at least 50% of an entity; or
• Exercises actual management or control of an entity, irrespective of its ownership percentage.

The definition of a Public Official varies across jurisdictions.

“Senior Management” means the General Manager (or equivalent) and above.

“Third Party” means any external party with whom the Billzy Group has, or plans to establish, some form of business relationship. A Third Party may include, but is not limited to:

• suppliers/ vendors;
• agents, brokers, advisers, dealer groups (i.e., any type of external third party or intermediary involved in facilitating or selling Billzy Group’s products);

• providers of merchant payment processing services;
• asset or fund managers and custodians;
• loyalty partnerships/ alliances;
• merger and acquisitions targets, joint ventures and partnerships; and
• any person who performs services for or on behalf of the Billzy Group (and does not meet the Employee definition).

This Third Party definition excludes individuals and organisations that are only customers of the Group, and not additionally engaged in any of the above capacities.

“We” means the Billzy Group.

“You” means the employees and directors of the Billzy Group.