Ricegrowers Limited Anti-Bribery and Corruption Policy

Transcription

1 Ricegrowers Limited Anti-Bribery and Corruption Policy Issue Date: May 2013 L-EXEC-PO-1 Anti-Bribery & Corruption Policy Page 1

2 1. INTRODUCTION Through innovation, initiative and operating excellence, Ricegrowers Limited, together with its associated entities and complementary businesses (collectively the SunRice Group, we, our or us ), develops great tasting and nutritious foods that excite and satisfy consumers all over the world. This Anti-Bribery and Corruption Policy ( Anti-Bribery and Corruption Policy ) applies to all directors, officers, employees and contractors of the SunRice Group companies including CopRice, Australian Grain Storage, Riviana, SunFoods, Solrice, Aqaba Processing Centre and Trukai, regardless of whether they are working in Australia or overseas (referred to below as you or your ). The purpose of this Anti-Bribery and Corruption Policy is to ensure that you are aware of the SunRice Group s policies in relation to all activities involving the SunRice Group. This policy should be read in conjunction with the SunRice Group Code of Conduct and was approved by the Board in April As a business, SunRice Group is committed to observing each of our legal obligations. Nonobservance can mean millions of dollars in penalties and fines, damages actions, court injunctions, personal liability (including jail terms), loss of business and other disabling consequences. Further, an integral part of our business culture is to behave in an honest and ethical way when dealing with all of our stakeholders (customers, suppliers, employees, consumers and the community). SunRice Group is committed to operating in a manner consistent with the laws of the jurisdictions in which its businesses operate, including those relating to anti-bribery and corruption. 1.1 Policy Statement As a business in the international rice industry, SunRice Group recognises its long-standing ethical and regulatory responsibilities to act in accordance with applicable anti-bribery and corruption laws and regulations in all our global locations in which we have a presence. SunRice Group is committed to a zero tolerance policy and will not tolerate any acts, attempted acts, or assistance with any form of bribery or corruption in any form whether direct or indirect. The purpose of this policy is to provide clear guidance to SunRice Group employees, and all other stakeholders with whom SunRice Group has a relationship, on SunRice Group s anti-bribery and corruption values and commitment to upholding these values. This policy is part of SunRice Group s wider commitment to navigate our global business ethically, responsibly and with moral integrity. Bribery Transparency International defines bribery as The offering, promising, giving, accepting or soliciting of an advantage as an inducement for an action which is illegal, unethical or a breach of trust. Inducements can take the form of gifts, loans, fees, rewards or other advantages. Corruption Transparency International defines corruption as The abuse of entrusted power for private gain. L-EXEC-PO-1 Anti-Bribery & Corruption Policy Page 2

3 1.2 Anti-Bribery and Corruption Legislation SunRice Group is committed to acting in accordance with applicable anti-bribery and corruptions laws and regulations in any location in which SunRice Group has a footprint. The principal applicable laws regarding Bribery and Corruption are: The United States Foreign Corrupt Practices Act of 1977 (FCPA); The UK Bribery Act 2010 in addition to existing criminal laws in relation to offenses under the common law of Bribery and under the Prevention of Corruption Acts 1889 to 1916 and Anti-Terrorism, Crime and Security Act 2001; and The Australian Criminal Code Amendment Act: Bribery of Foreign Public Officials All other anti-bribery criminal laws in all countries in which SunRice Group operates or is required to comply with. 1.3 Responsibility for Compliance Each manager is responsible for themselves and their direct reports to monitor and apply this policy and the SunRice Group anti-bribery and anti-corruption program. Each employee is responsible for their own individual compliance including attending training. Overall responsibility for this administration of this policy lies with the SunRice Group Company Secretary. All SunRice Group personnel are required to understand and comply with this policy and to follow the reporting requirements set out in this policy. All SunRice Group personnel should be vigilant and report any breaches or suspicious activity to the office responsible for compliance with this policy in their business unit and to the SunRice Group Company Secretary. Compliance will be audited from time to time. 1.4 Training, Awareness and Implementation This policy applies to SunRice Group as a whole and all employees of the group and the business divisions. Employees at all levels are responsible for understanding and acting in accordance with SunRice Group s anti-bribery and corruption values. Management across the Company have ultimate responsibility for ensuring that this policy is effectively communicated to employees and demonstrating that adequate systems and controls are designed, and are operating effectively, to ensure ongoing compliance with this policy. The SunRice Group prohibition on bribery must be communicated to all suppliers, contractors and business partners at the outset of the SunRice Group company business relationship with them, and as appropriate during the source of their work for SunRice Group. Management and individuals are responsible for ensuring that all employees receive sufficient and adequate training on this policy and related procedures to help them execute their role. Additional specific training may be required for individuals performing roles or functions that involve potentially high-risk activities. Management are expected to periodically monitor compliance with this policy and associated procedures. L-EXEC-PO-1 Anti-Bribery & Corruption Policy Page 3

4 For further clarification on your compliance responsibilities, please contact SunRice Group Company Secretary, Mandy Del Gigante. 1.5 Other Policies This Policy should be read by all employees, and other SunRice Group stakeholders as required, in conjunction with the following existing SunRice Group policies: Code of Conduct; Working with Governments Policy; Donations Policy; Distributors and Agents Policy; Gifts and Benefits Policy; Sponsorship Policy; and Whistleblowers Policy. L-EXEC-PO-1 Anti-Bribery & Corruption Policy Page 4

5 2 SCOPE 2.1 Policy Applicability SunRice Group s commitment to a zero tolerance anti-bribery and corruption policy applies across its global operations and to all of its employees, business partners as well as third parties who act on behalf of SunRice Group. This policy applies to: Employees all individuals, including contractors, consultants and agency workers irrespective of location, function or role. All Distributors and Agents All Business Partners In seeking to make a positive contribution towards improving business standards of integrity, transparency and accountability wherever we operate, SunRice Group expects all stakeholders, with whom SunRice Group has a relationship, to act in accordance with this policy and act in a manner consistent with SunRice Group s expectations of ethical behaviour. L-EXEC-PO-1 Anti-Bribery & Corruption Policy Page 5

6 3 POLICY REQUIREMENTS 3.1 What is bribery? Bribery is the act of offering, promising, giving or accepting a benefit with the intention of influencing a person who is otherwise expected to act in good faith or in an impartial manner, to do or omit to do anything in the performance of their role or function, in order to provide SunRice Group with business or a business advantage that is not legitimately due. The benefit that is offered, given or accepted may be monetary or non-monetary. For example, benefits can include non-cash gifts, political or charitable contributions, loans, reciprocal favours, business or employment opportunities or lavish corporate hospitality. It is irrelevant if the bribe is accepted or ultimately paid. Merely offering the bribe will usually be sufficient for an offence to be committed. Bribery can encompass both direct and indirect forms. For example: A person procures an intermediary or an agent to make an offer which constitutes a bribe to another person; or An offer which constitutes a bribe is made to an associate of a person who is sought to be influenced. 3.2 Prohibition on bribery It is prohibited to offer, promise, pay, receive, or solicit a financial or other advantage (a bribe) of any kind in any form either directly or indirectly. Examples include, but are not limited to, situations where inducements could be used: to obtain or retain business for or on behalf of SunRice Group, or to obtain any improper advantage in furtherance of SunRice Group business; to obtain, retain or fulfil a legal or regulatory requirement in furtherance of SunRice Group business; or approve any offers, or make, request or receive an irregular payment or other things of value, to win business or influence a business decision in SunRice Group favour; in relation to any commercial transaction or relationship to which SunRice Group is or may be a party. In the event that an employee is offered a bribe, the employee must refuse the offer and immediately report the incident through appropriate escalation channels detailed in section Reporting and Escalation SunRice Group has in place reporting, communication and escalation protocols and channels to allow all stakeholders to highlight and escalate potential issues, concerns and violations. All issues, concerns or reports should, in the first instance, be reported to the relevant General Manager level contact. If you are not satisfied with the guidance or direction provided, issues can be escalated directly and confidentially to appropriate contacts. L-EXEC-PO-1 Anti-Bribery & Corruption Policy Page 6

7 Please also refer to the SunRice Group Code of Conduct for further information. Business Unit Level: Operations: Consumer Markets: CopRice & AGS: People & Performance: Grower Services: USA: Middle East: Solomon Islands Pacific: Papua New Guinea: Asia: Riviana: SunFoods: Stephen Ray David Keldie Gerard Woods Jo Blackwell Mike Hedditch David Keldie David Keldie Milton Bazley David Keldie Greg Worthington-Eyre / David Keldie David Keldie Stephen Forde Matt Alonso Global Level: CEO: CFO: General Manager People & Performance: Rob Gordon Brad Hingle Jo Blackwell Board Level: Chairman: Deputy Chairman: Chairman of the Finance and Audit Committee: Gerry Lawson Mark Robertson Grant Latta 3.4 Facilitation Payments, Secret Commissions and Money Laundering Employees are prohibited from making Facilitation Payments. Transparency International defines facilitation payments as A small bribe, also called a facilitating, speed or grease payment; made to secure or expedite the performance of a routine or necessary action to which the payer has legal or other entitlement. In the event that a facilitation payment is requested from, or offered to, an employee, the request / offer must be refused and the incident immediately reported through the Regional, Group and Global escalation channels detailed in section 3.2. The health and safety of SunRice Group employees is a priority for SunRice Group. In the event that facilitation payments are made to ensure the health and safety of an employee, full details of the payment should be reported immediately to the appropriate General Manager and Global contacts detailed in section 3.2. L-EXEC-PO-1 Anti-Bribery & Corruption Policy Page 7

8 Secret commissions are also prohibited. Secret commissions typically arise where a person or entity (such as an employee of SunRice Group) offers or gives a commission to an agent or representative of another person (such as a customer of SunRice Group) which is not disclosed by that agent or representative to their principal. Such a payment is made as an inducement to influence the conduct of the principal s business. Money laundering is also prohibited. Money laundering is the process by which a person or entity conceals the existence of an illegal source of income and then disguised that income to make it appear legitimate. SunRice Group personnel who have any suspicions, concerns or queries regarding a payment made by or on behalf of a Group company should raise this with the relevant General Manager or Company Secretary. 3.5 Public and Government Officials SunRice Group prohibits the transfer of anything of value to a domestic or foreign Public Official, with the intention to obtain or retain a business or gain any financial or other advantage. Anything of value can include not only cash or a cash equivalent, but also, among many things, discounts, gifts, use of materials, facilities or equipment, entertainment, drinks, meals, transportation, lodging and promise of future favour. Examples of Public Officials include, but are not limited to: Officials from government departments and agencies; State owned, controlled or operated companies; Public International Organisations; and Members of a royal family. This also includes people who used to be Government or Public Officials and family members of politically exposed persons. In the event that you are aware of existing or potential relationships with domestic or foreign public officials, please contact the Regional or Global contacts, detailed in section 3.2, for further advice. 3.6 Political Contributions SunRice Group may choose to make donations to political parties because the company believes this would enable any such political parties to perform their functions between and to improve the democratic process. Political contributions shall not be made at business unit or divisional level. Any political contributions must be authorised by the SunRice Group board and disclosed as required by law and recorded in our accounts. Any contributions above a level determined in Federal legislation must be disclosed annually to the Australian Electoral Commission and will be publicised on its website. Examples of political causes include existing or prospective politicians, political parties and political organisations. L-EXEC-PO-1 Anti-Bribery & Corruption Policy Page 8

9 Examples of contributions include, but are not limited to: Cash donations; Gifts of property or service; and Advertising or promotional activities endorsing a political party. 3.7 Political Activities SunRice Group reserves the right to communicate its position on important issues to political candidates, elected representatives and other government officials and other political organisations. It is our policy to comply with all local, state, federal, foreign and other applicable laws, rules and regulations regarding political contributions. If employees engage in personal political activity on their own time, they must take particular care not to imply that they are acting on behalf of SunRice Group. 3.8 Charitable Gifts and Contributions SunRice Group is committed to meeting its social responsibilities and to investing in the communities with whom we interact with on a daily basis. This commitment is reflected in SunRice Group s company strategy. It is important that SunRice Group s efforts in this regard are free from suspicion and are not made as an inducement for the purpose of obtaining any improper advantage. All charitable gifts and contributions must be reviewed and approved in accordance with appropriate delegated authority levels. All charitable gifts and contributions must be accurately recorded and processed through normal payables processes. All donations must be made in accordance with the SunRice Group Donations Policy. In some countries, charities can be used as a screen for illegal bribes. Care must be taken to ensure that charitable donations are applied for the intended purpose. 3.9 Gifts and Entertainment Gifts and entertainment may be perceived to be bribes, if they are given or received with the intention of improperly gaining a business advantage. It is important that gifts and entertainment given or received by SunRice Group employees are not made for the purpose of obtaining any improper business advantage or favour. All gifts and entertainment should be of a reasonable value and should be appropriate to the nature of the business. Employees of SunRice Group should abide by the Business Gifts Policy included within the SunRice Group Code of Conduct Policy. All gifts and entertainment given or received must be accurately recorded and be subject to appropriate review and approval in line with local delegations of authority. SunRice Group SunRice Group personnel who receive a gift in excess of the reportable value (refer to Code of Conduct) must immediately report it to the Company Secretary and must record the gift in the gifts register maintained by the Company Secretary. The practice of giving business gifts and taking part in corporate hospitality events varies between countries, regions and industries, and what may be normal and acceptable in one may not be in L-EXEC-PO-1 Anti-Bribery & Corruption Policy Page 9

10 another. It is a matter to be approached conservatively and prudently by both SunRice Group personnel and SunRice Group companies Distributors, Agents and other Third Parties It is important that any SunRice Group company proposing to engage a third party to act for or on behalf of SunRice Group, implement appropriate controls to ensure that the actions of the third party will not adversely affect SunRice Group. These third parties may include agents, distributors, intermediaries, suppliers and/or purchasers or other contractors. Any engagement of third parties must be made in accordance with the SunRice Group Distributors and Agents Policy. Third parties that pose particular risk to SunRice Group for breaching anti-bribery laws include those that operate in developing or emerging economics (which includes many Middle Eastern and Pacific countries), or are involved in negotiating any business arrangements or transactions with the public or private sector on behalf of SunRice Group in any country (including bidding for tenders, negotiating supply contracts, arranging leases or license or providing transportation or customs clearance services). The designated General Manager responsible for monitoring and applying this policy identified at 3.3 will be also responsible for determination the categories of third parties engaged by the business unit to which the following controls should apply: The standards of conduct set out in this policy should be clearly communicated; Sufficient due diligence must be performed to ensure that it is appropriate for third party to represent SunRice Group. This includes completion of a due diligence report, which can be found on the SunRice Group internal intranet. If any issues of concern or red flags are identified by this due diligence, the legal team must be informed immediately; Standard terms that incorporate the issues addressed by this policy must be included in contractual arrangements with the third party; and Oversight of the work of the third party must be maintained by the relevant SunRice Group personnel. SunRice Group will only work with approved distributors or agents. Distributors or Agents wishing to represent the SunRice Group will be subject to the SunRice Group s due diligence processes and must be approved and signed off by the relevant General Manager and CEO or CFO. Prior to representing SunRice Group, a formal Agency or Distributor Agreement detailing commercial terms and arrangements must be documented and signed by both parties. This Agreement must include, as a minimum, commission rates, bonus structures and other payment terms that SunRice Group and the Distributor or Agent have agreed upon. You must send instructions to prepare this contract, along with a copy of the due diligence report to the legal team. All approved distributor or agent relationships must be added to the company contract register maintained on the Head Office located Database. All Agreements must be retained. No payments shall be made to agents or distributors which are outside of the terms of the agreement. Any payment requests that fall outside of the Agreement must be escalated to the relevant General Manager or CFO. L-EXEC-PO-1 Anti-Bribery & Corruption Policy Page 10

11 3.11 Contract Tendering In tendering for a contract SunRice Group will operate and participate in tenders in a transparent manner and in good faith. It shall tender for any service contracts based on the information required and it shall price its services accordingly, but mindful of our commercial drivers. All tenders undertaken by SunRice Group shall be notified to the Chief Executive Officer and the Chief Financial officer of the Group and where necessary such tenders shall be brought to the attention of the Board. All contractual and payment aspects of the tender shall be clearly documented with all beneficiaries of payments recorded. L-EXEC-PO-1 Anti-Bribery & Corruption Policy Page 11

12 4 JOINT VENTURES AND ACQUISITIONS SunRice Group is involved in a number of joint venture arrangements. Ricegrowers Anti-Bribery and Corruption Policy Where SunRice Group effectively controls a joint venture, that entity must comply with this policy. Additionally, where it is not in effective control of a joint venture, SunRice Group is committed to exercising its influence to assist the joint venture entity to avoid improper conduct. Where a joint venture partnership is proposed, a due diligence report, found on the SunRice Group internal intranet, must be completed before enter in into contractual relations. If any issues of concern or red flags are identified by this due diligence, the legal team must be informed immediately. Contracts with proposed joint venture partners must include standard terms concerning the issues addressed by this policy. Any SunRice Group personnel engaged with a joint venture partner should pay attention to signs of improper conduct, and voice or report concerns where appropriate. On acquisitions, SunRice Group must conduct and keep detailed records of anti-bribery due diligence investigations on any proposed merger or acquisition target prior to entering into contractual arrangements with the entity concerned. 5 ACCOUNTING AND RECORD KEEPING All accounts, invoices, memoranda and other documents and record relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts may be kept off-book to facilitate or conceal improper payments. All expenditure by SunRice Group personnel, including gifts and entertainment, shall be included in expense reports and approved in accordance with the expense policy of the relevant business unit. 6 YOUR RESPONSIBILITIES 6.1 Know and Understand this Anti-Bribery and Corruption Policy SunRice Group expects all employees, and third parties acting for or on our behalf, to read and understand the information included in this policy. If you have any queries on the information included within this policy document or require further information on anti-bribery and compliance risks, legislation or compliance responsibilities, please contact the Company Secretary in the first instance. 6.2 Do Not Feel Pressured SunRice Group is unequivocal in its commitment towards compliance with all anti-bribery and corruption legislation and behaving ethically at all times. Employees will never be expected to violate any law, policy or ethical standard, and should never feel pressured to do so. Employees are expected to act with integrity and report any pressure received. L-EXEC-PO-1 Anti-Bribery & Corruption Policy Page 12

13 6.3 Do Not Make Assumptions SunRice Group encourages all employees to take personal responsibility for reporting all concerns and potential violations, incidents or breaches of this policy. All reports will be investigated and action taken as required in accordance with this policy. 6.4 Behave Ethically SunRice Group expects all employees, and third parties acting for, or on behalf of SunRice Group, to behave and act in a professional and ethical manner at all times. Employees and third parties are expected to apply the principles of this policy to everyday actions in connection with SunRice Group. 6.5 How to raise a concern SunRice Group personnel must report suspected or actual instances of bribery or other improper conduct to their line manager and/or the Company Secretary. If anyone is unsure whether a particular act constitutes briber, a facilitation payment, a secret commission or money laundering, or has any other queries, they should ask their lien manager and/or the Company Secretary. Suppliers, contracts or other business partners who have any concerns which they wish to raise under this policy should approach the SunRice Group Company Secretary. 6.6 Protection SunRice Group personnel: who wish to raise a concern or report another s wrongdoing; or have refused pressure to either accept or offer a bribe, may be worried about possible repercussions. SunRice Group encourages openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken. Please refer to the SunRice Group Whistleblower policy for more information. SunRice Group is committed to ensuring no one suffers detrimental treatment as a result of refusing to take part in conduct that may constitute bribery or corruption or raises a genuine concern in respect of any such conduct. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. SunRice Group personnel who are subjected to such treatment should inform the relevant General Manager immediately. If the matter is not remedied and the relevant member of SunRice Group personnel is an employee, they should raise it formally with the SunRice Group Company Secretary. L-EXEC-PO-1 Anti-Bribery & Corruption Policy Page 13

14 7. CONSEQUENCES OF NON-COMPLIANCE 7.1 Zero Tolerance Ricegrowers Anti-Bribery and Corruption Policy A SunRice Group employee who violates or attempts to violate this anti-bribery and corruption policy, or any other formal SunRice Group policy, may be subject to disciplinary action, up to and including termination. Some possible consequences of non-compliance are outlined below. Please remember that these possible consequences are not exhaustive. 7.2 Employee Reporting Obligations Further detail on escalation and reporting options and channels available to employees have been set out in this policy, as well as possible consequences of non-compliance. In summary: All employees have an obligation to report actual or suspected acts of bribery or corruption. Non-compliance with this policy will be investigated and actioned firmly, potentially resulting in the termination of employment with SunRice Group. Individuals who in any way impede a report, or individual making a report, will be subject to the same disciplinary procedures included in this policy. SunRice Group may take civil action against employees for non-compliance with this Policy. 7.3 Employees Non-compliance with this Policy may lead to: Personal liability under the laws of more than one jurisdiction; Damage to your reputation and inability to find employment elsewhere; Disciplinary action, up to and including termination of employment; and Criminal prosecution, fines and imprisonment. 7.4 Group-wide Non-compliance with this Policy may lead to: Criminal, civil or regulatory liabilities or penalties for SunRice Group or Employees; The unenforceability of contracts entered into by SunRice Group as a result of illegality. 7.5 Distributors or Agents Non-compliance with this Policy may lead to: SunRice Group terminating the Distributor or Agents agreement in place with the Distributor or Agent. L-EXEC-PO-1 Anti-Bribery & Corruption Policy Page 14

15 7.6 How to Report a Violation In the event that an employee is offered a bribe or facilitation payment, or becomes aware of a potential or actual violation of this policy by a colleague or other third party, the incident should be immediately escalated to the relevant Regional Managing Director or People & Culture General Manager. It is important to SunRice Group that all incidents of non-compliance and violations with this policy are reported. As such, you will not face retaliation for making a report or escalating an incident. All employees are encouraged to report any concerns in good faith and all information provided will be treated in the strictest confidence. Please refer to the SunRice Group Whistleblower policy for more information on reporting a violation. If you are not comfortable reporting to either the relevant Regional Managing Director and HR Director contacts, reports can be made directly and confidentially to the Global contacts provided in section MONITORING AND REVIEW Each General Manager and the SunRice Group Company Secretary will monitor the effectiveness of, and ensure there is a review of the implementation of this policy, regularly considering its suitability, adequacy and effectiveness. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in mitigating the risk of non-compliance. L-EXEC-PO-1 Anti-Bribery & Corruption Policy Page 15

16 9 SUMMARY CONCLUSIONS AND RED FLAGS 9.1 Policy Summary Employees are: Prohibited from offering, promising, or paying a Bribe of any kind; Prohibited from accepting or soliciting a Bribe of any kind (and must report any such offers); Prohibited from making Facilitation Payments; and Prohibited from making any transfer of anything of value to a Public Official 9.2 Red Flags All employees, and third parties acting for, or on behalf, of SunRice Group, must ensure that they have read and understood this policy and must remain alert to potential bribery and corruption risks. In particular, SunRice Group wishes to highlight the following examples of bribery and corruption risks that employees and third parties should remain alert to: Cash Payments: Employees should be extremely cautious of requests received from individuals or companies to pay cash for goods or services provided. In the event that a cash payment is requested, the request should be immediately declined and full information of the incident escalated through the Regional, Group and Global escalation channels detailed in section 3.2. High Commission Payments: Commission payments must be made in accordance with contractual agreements for example Agency Agreements. Employees should remain alert to requests for unusually high commission payments as these are often key risk indicators for potential bribery. Offer of Inducements: SunRice Group reminds employees, and third parties acting for, or on behalf, of SunRice Group, to remain vigilant to any offers of potential inducement. If you are unsure, refuse the offer and escalate the incident accordingly. Consultant Appointment Recommendations: Be cautious in the event that a third party consultant is recommended to SunRice Group by a government official for example as part of a tendering process. In these instances, escalate details of the offer through the Regional, Group and Global escalation channels as detailed in section 3.2. L-EXEC-PO-1 Anti-Bribery & Corruption Policy Page 16

17 Some potential risk scenarios may include the following: Ricegrowers Anti-Bribery and Corruption Policy You learn that a third party engages in, or has been accused of engaging in, improper business practices. You learn that a third party has a reputation for paying bribes, or requiring that bribes are paid to them. A third party insists on receiving commission or fee payment before committing to sign up a contract with SunRice Group or carrying out a government function or process for SunRice Group. A third party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for payment made. A third party requests that a payment is made to a country or geographic location different from where the third party resides or conducts business. A third party requests an unexpected additional fee or commission to facilitate a service. A third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services. You learn that a colleague has been taking out a particular supplier for very expensive and frequent meals. A third party requests that a payment is made to overlook potential legal violations. A third party requests that SunRice Group people provide employment or some other advantage to a friend or relative. You receive an invoice from a third party that appears to be non-standard or customised. A third party insists on the use of side letters or refuses to put terms agreed in writing. You notice that SunRice Group has been invoiced for commission or fee payment that appears large given the service states to have been provided. A third party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to SunRice Group. You are offered an unusually generous gift or offered lavish hospitality by a third party. You learn that third party used to be Government or Public Officials or is a family member of politically exposed person. L-EXEC-PO-1 Anti-Bribery & Corruption Policy Page 17

18 Document Control Author Erin Nash, Contracts and Compliance Manager Path & File Name C:\Users\mefederic\AppData\Local\Microsoft\Windows\Tempor ary Internet Files\Content.Outlook\8902FT6U\SunRice Anti- Bribery and Corruption Policy FINAL (5).docx Issue Date July 2012 Document Number L-EXEC-PO-1 Number of Pages 16 Approved by: Board of Directors Located Intranet site DINO Policies & Procedures L-EXEC-PO-1 Anti-Bribery & Corruption Policy Page 18