1. Introduction 

Baker & York Pty Ltd (Company) is committed to conducting business in an ethical and transparent manner, and we have a zero-tolerance approach towards bribery and corruption. This Anti-Bribery and Corruption Policy (Policy) outlines our commitment to prevent bribery and corruption in the workplace and provides guidance to all employees, contractors, and stakeholders on their responsibilities in this regard. This Policy is designed to ensure compliance with all applicable anti-bribery and corruption laws, including State and Territory crimes legislation, the Corporations Act 2001 (Cth), the Commonwealth Criminal Code, and any other relevant legislation, regulations, and best practices both in Australia and offshore.  

2. Scope  

This policy applies to all individuals who work for or on behalf of the Company, including but not limited to employees, contractors, consultants, agents, intermediaries, and business partners. It covers all our business operations, both within Australia and internationally, and includes interactions with government officials, customers, suppliers, and other third parties. 

3. Definitions 

For the purposes of this Policy, the following definitions apply: 

(a) Bribery means the offering, promising, giving, accepting, or soliciting of a benefit or business advantage (financial or otherwise) as an inducement or reward for an individual or entity to act improperly or to secure an improper advantage. 

(b) Compliance Officer means a person appointed by the Company to oversee compliance with this policy. 

(c) Corruption means the abuse of entrusted power for private gain, which includes bribery and other forms of unethical or unlawful conduct. 

4. Prohibited Conduct 

The Company strictly prohibits any form of bribery, corruption, or facilitation payments, whether direct or indirect, in any business activity or relationship. This includes but is not limited to: 

(a) Offering, promising, giving, or accepting bribes, kickbacks, or improper payments, in cash or any other form, to anyone, including domestic or foreign government officials, customers, suppliers, or any other third party, to influence or obtain improper business advantages. 

(b) Making or receiving facilitation payments, which are small payments made to expedite routine actions or processes that are otherwise part of an official's duties. 

(c) Creating or using slush funds, off-books accounts, or any other form of undisclosed or unrecorded payments or transactions. 

(d) Using third parties, such as agents, intermediaries, or consultants, to facilitate or conceal bribery or corruption. 

(e) Conspiracy, aiding and abetting or complicity in bribery or corruption. 

(f) Money laundering. 

(g) Engaging in any other conduct that may violate anti-bribery and corruption laws or the principles of fairness, integrity, and transparency. 

5. Responsibilities

5.1 Management  

(a) The senior management of the Company is responsible for setting the tone at the top and promoting a culture of integrity and compliance. 

(b) Working with the Compliance Officer, they are accountable for ensuring that all employees, contractors, and stakeholders are aware of and comply with this policy and applicable anti-bribery and corruption laws. 

(c) They will also periodically conduct a risk assessment of the Company's operations, activities, and transactions to identify and address potential areas of vulnerability to bribery and corruption. 

(d) The risk assessment process shall follow a documented methodology including identification of high-risk business activities, evaluation of existing controls, and implementation of mitigation measures, with findings reported to the Board at least every 12 months.

5.2 Employees and Contractors

(a) All employees and contractors are expected to understand and comply with this policy, as well as relevant laws and regulations. 

(b) They must avoid engaging in any conduct that may be perceived as bribery or corruption, and report any suspected or actual violations to their supervisor, manager, or the designated Compliance Officer. 

(c) They must avoid situations where they could be influenced, or could be perceived to be influenced, by a personal interest in carrying out otherwise legitimate transactions on behalf of the Company. For more information, see the Company's Conflict of Interest Policy. 

5.3 Third parties 

(a) The Company will conduct regular risk assessments of third-party relationships, including annual compliance audits, ongoing transaction monitoring, and periodic review of their anti-corruption controls and procedures. 

(b) The Company expects all third parties, such as agents, intermediaries, and business partners, to comply with this policy and applicable laws. 

(c) The Company will conduct due diligence on third parties before engaging in any business relationship, and include anti-bribery and corruption clauses in contracts and agreements. 

6. Gifts, Hospitality, and Expenses 

6.1 Gifts and Hospitality 

The Company acknowledges that giving and receiving gifts, hospitality, and entertainment may be a legitimate part of business relationships, but they should not be used to influence or obtain improper business advantages. 

Any gift or hospitality exceeding $100 AUD in value must receive prior written approval from the Compliance Officer. All gifts and hospitality, regardless of value, must be recorded in the Company's gift register within 14 business days of receipt or provision. 

6.2 Expenses 

All expense claims must be accurate, supported by valid receipts, and incurred for legitimate business purposes. Falsifying expense claims or using them to cover up bribes or other improper payments is strictly prohibited. 

7. Record-Keeping and Transparency 

The Company maintains accurate records of all financial transactions and business activities, and ensures that they are transparent, verifiable, and auditable. All employees and contractors must accurately record all business transactions in the Company's books and records, and report any irregularities or suspicions to their supervisor, manager, or the Compliance Officer. 

8. Reporting, Investigation and Whistleblower Protection 

8.1 Reporting 

All employees and contractors are encouraged to report any suspected or actual violations of this policy or applicable anti-bribery and corruption laws to their supervisor, manager, or the Compliance Officer. F or information on how you may make a report anonymously, see the Company's Whistleblower Policy. 

Reports can be made through the following secure channels:

(a) the online reporting portal at bakerandyork.com/policies,
(b) email to compliance@bakerandyork.com, or
(c) written report submitted to the Compliance Officer. Anonymous reporting options are available through these channels. 

8.2 Investigation 

All reported violations will be promptly and thoroughly investigated by the Company's designated investigation team, which will follow established investigation protocols and ensure confidentiality to the extent possible. Employees and contractors are expected to cooperate fully with any investigation and provide accurate and truthful information. 

8.3 Whistleblower Protection 

The Company is committed to ensuring that no person who reports any actual or suspected violation of this Policy or any applicable anti-bribery and corruption laws in good faith suffers any form of retaliation, discrimination, or adverse employment consequence. Any employee who engages in such retaliation, discrimination, or adverse employment consequence will be subject to disciplinary action, up to and including termination of employment. For more information, see the Company's Whistleblower Policy. 

9. Consequences of Violations 

Violations of this policy or applicable anti-bribery and corruption laws may result in disciplinary action, up to and including termination of employment or contract, as well as civil or criminal liability. The Company will take appropriate remedial measures to address any confirmed violations, including implementing corrective actions, improving controls, and reporting to relevant authorities as required. 

10. Compliance with Laws and Regulations 

The Company is committed to full compliance with all applicable laws and regulations, including anti-bribery and corruption laws in Australia and other countries where we operate. Failure to comply with this policy or applicable laws may result in severe legal consequences for both the individual and the Company. 

11. Monitoring and Review 

The Company will periodically review and update this policy to ensure its effectiveness and compliance with changing laws, regulations, and best practices. The Compliance Officer will monitor and assess the Company's compliance with this policy and report to senior management and the board of directors as appropriate. 

The Compliance Officer shall conduct quarterly compliance audits, maintain detailed records of all reported incidents, and establish key performance indicators (KPIs) including: number of reported violations, training completion rates, due diligence completion rates for high-risk transactions, and response times to reported concerns. These metrics shall be reviewed at least semi-annually by the board of directors. 

12. Further Information and Advice 

For further information, contact the Compliance Officer (erin@bakerandyork.com).