It is the responsibility of all Fletcher Personnel to understand and comply with this Policy, including any reporting requirements set out below.

Transcription

1 POLICY: ANTI-BRIBERY AND CORRUPTION 1. POLICY STATEMENT AND PURPOSE Fletcher Building Limited ( Fletcher Building ) is committed to complying with the law in all jurisdictions in which we operate, as well as maintaining our reputation for ethical practice. Fletcher Building takes a zero-tolerance approach to bribery and corruption. The Fletcher Building Board is committed to conducting business with honesty and integrity and has approved the adoption of this global Anti-Bribery and Corruption Policy ( Policy ) toensure that all Fletcher Building entities, Fletcher Personnel (as defined in 2.1 below) and its business partners comply with the anti-corruption laws and conventions applicable to its worldwide operations. All Fletcher Personnel must adhere strictly to the requirements of this Policy, as well as to the applicable requirements of the anti-bribery and corruption laws and regulations of the countries in which Fletcher Building does business, and any additional client-specific requirements that may apply. Bribery and corruption is regulated by legislation in each of the countries in which Fletcher Building operates. In establishing this Policy, the requirements of the laws of other jurisdictions in which Fletcher Building operates, including New Zealand, Australia, the United Kingdom and the United States of America, have also been considered. Breach of legislation may expose Fletcher Building and Fletcher Personnel to criminal penalties and/or civil action. In the case of prosecution, the severity of the penalty will depend on the jurisdiction. By way of example only: (a) (b) Individuals could face imprisonment and/or significant fines. For example, under UK and Australian law, an individual may receive a sentence of up to 10 years for bribery of a foreign official. Under Australian law, in addition to imprisonment an individual could be fined up to AU$1.7 million; and Fletcher Building could face fines and/or restrictions on tendering for contracts. For example, under UK law if convicted of a corruption offence Fletcher Building could be banned from tendering for government contracts in the EU. Fletcher could also face fines under Australian, UK and US laws. In the US, corruption offences can regularly, depending on the offence, result in fines against a company in excess of US$50 million. 2. APPLICATION OF THIS POLICY This Policy applies to all directors, officers, employees and secondees of Fletcher Building and its related entities and all consultants, temporary agency personnel and all agents and other third parties acting for or on behalf of Fletcher Building or any of its related entities ( either directly or indirectly) (collectively "Fletcher Personnel"). It is the responsibility of all Fletcher Personnel to understand and comply with this Policy, including any reporting requirements set out below. If you do not understand any part of this Policy, or how it applies to you, you should raise the matter with the Fletcher Building Risk and Assurance team or Group General Counsel. POLICY: ANTI-BRIBERY AND CORRUPTION 1.

2 Sometimes behaviour that you consider to be ethical actually may constitute bribery or corruption. If in doubt, seek it out, do not act, ask. 3. WHAT IS BRIBERY AND CORRUPTION? 3.1 Bribery is the offering, promising, giving, requesting, agreeing to receive or receipt or acceptance of a benefit or an advantage for the purpose of (or which has the effect of) influencing the recipient in the exercise of their duties in order to obtain or retain a business benefit that is not legitimately due or to induce or reward the improper exercise of the duties or functions of a Public Official or any person within the public or private sector. 3.2 Corruption means the misuse or abuse of a public or private office or power for personal gain (or the gain of associated personal interests). Examples of corruption include: Money laundering; Embezzlement; Secret commissions also known as Kickbacks or backhanders ; Falsification of records; Corruption of justice 3.3 The benefit can be direct or indirect and is not limited to financial payment and includes improper gifts, hospitality, benefits, loans, fees or other reward. 3.4 It is irrelevant whether the recipient of the act of bribery or corruption works in the public or private sector as the laws apply to Public Officials as well as any transaction in the private sector. 3.5 The Offer or receipt of a bribe or corrupt payment will breach this Policy and will usually be an offense under the applicable legislation. 4. PROHIBITION ON BRIBERY AND CORRUPTION 4.1 Fletcher Building prohibits bribery and corruption in any form whether direct or indirect, whether in the private or public sector anywhere in the world. 4.2 Fletcher Personnel must not offer to pay, solicit or accept bribes in any form and must not engage in any form of corrupt business practice whether for the benefit of Fletcher Building, themselves or another party. The giving and receipt of gifts of entertainment, political contributions, charitable contributions and sponsored travel have the potential to be misused as a cover for bribes or improper payments for the purpose influencing decisions or obtaining preferential treatment. For this reason Fletcher Building has developed policies in relation to these benefits to ensure openness and transparency. 5. FACILITATION PAYMENTS NOT PERMITTED 5.1 Fletcher Building does not permit "facilitation" payments which may be sought by or offered to Public Officials to expedite or effect routine services or administrative actions. Facilitation payments are illegal in many countries, even if nominal in amount. If you have doubts about a payment and suspect that it may be a facilitation payment, you should consult your Manager/Supervisor, or the Head of Risk and Assurance or Group General Counsel, as appropriate, before any payment is made. POLICY: ANTI-BRIBERY AND CORRUPTION 2.

3 5.2 Fletcher Building acknowledges that facilitation payments are considered cultural norms in some of the jurisdictions in which Fletcher Building operates. However, such payments have a high probability of exposing Fletcher Building to liability for unlawful conduct and must not be offered or made by any Fletcher Personnel. 6. EXCEPTION - DURESS OR SUDDEN AND EXTRAORDINARY EMERGENCY 6.1 The provision of improper benefits may be justifiable in limited circumstances, such as where there is duress or threat of physical harm, or a sudden and extraordinary emergency. 6.2 As the health and safety of those working for Fletcher Building is paramount, if you have a genuine fear that you cannot escape serious harm unless you meet a demand for a corrupt or illegitimate payment, it is permissible to do so. 6.3 You must report details of such incidents and payments immediately to the Head of Risk and Assurance or Group General Counsel, as appropriate, as soon as practicable. 7. BUSINESS GIFTS, EXPENSES AND HOSPITALITY 7.1 Fletcher Building prohibits the giving or receiving of gifts, entertainment or sponsored travel in circumstances which could be considered to give rise to undue influence. Gifts, entertainment and sponsored travel must not be provided or accepted unless in accordance with this Policy and with Fletcher Building Policy: GIFTS / HOSPITALITY / SPONSORSHIP ( GHS Policy ). 7.2 As noted in the GHS Policy: the practice of gift giving is widespread, and can be seen as the consolidation of business relationships. However, lavish gifts or favours can be inappropriate and may be used to influence, bribe or manipulate. They can also give rise to embarrassment. Fletcher Building seeks to prevent the giving or receiving of gifts or hospitality and the paying of expenses which might influence, or be perceived to influence, a business decision. 7.3 Fletcher Personnel should consider the following questions before accepting or offering a gift, expenses or hospitality (at any time): Could the gift, expense or hospitality reasonably be perceived as a "reward" for business put to or done by Fletcher Building? Could your acceptance or offer lead to an obligation or imply an obligation or compromise, or be perceived to compromise independent judgment? Is the gift, expense or hospitality excessive or disproportionate in value? Have gifts, expenses or hospitality been offered or accepted with undue frequency? Does the gift, expense or hospitality breach any rules of the entity (public or private) to which the recipient owes duties (eg. as an employee)? 7.4 If the answer to any of these questions is yes, the gift or hospitality should not be offered or accepted. 8. POLITICAL AND CHARITABLE DONATIONS 8.1 Unless approved by the Fletcher Building Board, Fletcher Personnel must not use Fletcher Building funds or assets to make direct or indirect payments, loans, donations, POLICY: ANTI-BRIBERY AND CORRUPTION 3.

4 gifts, advantages or benefit to political parties, candidates for public office or political organisations. 8.2 Any charitable contributions involving Fletcher Building funds or assets must be approved in accordance with Fletcher Building delegations. 9. DEALINGS WITH THIRD PARTIES ( BUSINESS PARTNERS ) 9.1 Where Fletcher Building engages a third party to represent it or act on its behalf, it is important to implement appropriate controls to ensure that the actions of the third party will not adversely affect Fletcher Building. A third party might include agents, distributors, intermediaries, suppliers, accountants/auditors or other professional advisors (our Business Partners ). 9.2 Business Partners who pose particular risk to Fletcher Building include those that operate in developing or emerging economies (which may include some Asian or African countries) or are involved in negotiating any business arrangements or transactions with the public or private sector on behalf of Fletcher Building in any country including bidding for tenders, negotiating supply contracts, arranging leases or licenses or providing transportation or custom clearance services. 9.3 If necessary, depending on the nature of the work, the particular relationship and the risk of an improper benefit, due diligence may need to be carried out before engaging a Business Partner. Where the risk is thought to be high, any due diligence process will need to be more rigorous than where the risk is thought to be low (such as where contracting with another regulated professional in a country not ranked as high risk). Transparency International has a corruption perception index that can be used to help assess the risk of corruption. The index can be found at All arrangements with Business Partners must be recorded in writing and should: Require the Business Partner to comply with and operate in a manner consistent with this Policy and the requirements of any applicable anti-corruption laws and conventions; Include provisions allowing for immediate termination if this Policy or applicable laws are contravened; Require the Business Partner to keep proper books and records available for inspection by Fletcher Building, its auditors or investigatory authorities; Have clear payment terms; Clearly identify what services are being paid for; and Payment must be appropriate for the work done. 9.5 You must report any breaches of this Policy or any behaviour that is inconsistent with this Policy by any Business Partner to the Head of Risk and Assurance or Group General Counsel, as appropriate, who will determine what action may be necessary. 10. NO ADVERSE CONSEQUENCE FOR REFUSING TO PAY OR RAISING CONCERNS 10.1 You will not suffer any demotion, penalty or other adverse consequence from Fletcher Building for refusing to give or receive a bribe, even if such refusal may result in Fletcher Building losing business. POLICY: ANTI-BRIBERY AND CORRUPTION 4.

5 10.2 Fletcher Building encourages you to report immediately any suspected improper conduct or requests (see 12 below). If you report any suspected improper conduct or requests, you will not suffer adverse consequences from Fletcher Building for speaking-up nor for failing to speak up earlier, and Fletcher Building will make all proper efforts to protect the confidentiality of individuals who so raise concerns and keep them informed of developments as appropriate Any attempt to deter individuals from raising concerns, or any subsequent retaliation against individuals who speak-up publicly, will be treated as a serious disciplinary offence. 11. CONSEQUENCES OF FAILING TO COMPLY WITH THE POLICY 11.1 Any failure on the part of Fletcher Personnel to comply with this Policy may constitute misconduct or serious misconduct under your terms of employment and Fletcher Personnel may be subject to disciplinary action, which can include termination of employment or other contractual relationship with Fletcher Building A failure by any third party to comply with this Policy may result in the termination of their contractual relationship with Fletcher Building In addition, where it is an offence to offer or arrange a bribe or other improper benefit to a Public Official, offending Fletcher Personnel may be subject to investigation and prosecution by the relevant authorities. Fletcher Building may also be subject to investigation and prosecution resulting from the unlawful behaviour of Fletcher Personnel. 12. ASSISTANCE AND REPORTING Who can I contact about this policy? Fletcher Personnel should contact, as appropriate, the Head of Risk and Assurance or Group General Counsel if they need advice or have any questions or concerns about this Policy, including whether they need to seek permission in respect of any activities to which this Policy applies; or need to report suspicious activities. What must be Reported How to make a Report 12.2 If you have any suspicion that any improper conduct which may be related to Fletcher Building has occurred or is occurring, or if you have been the target of an improper benefit or a victim of extortion and you must make a report to your manager or the General Manager of Risk and Assurance or General Counsel, or through the Fletcher Building's FairCall service ( FByourCall ) FByourCall is a phone and online service offered by Fletcher Building that you can use to report unacceptable, unethical or illegal behaviour in your workplace. The service is operated by an independent third party. Details on the FByourCall service are available on Matrix Fletcher Personnel can also make a report orally or in writing to their manager or supervisor. You may make a report anonymously (eg. by sending an from a nonidentifiable account), but please note that it is much harder (and sometimes impossible) to investigate suspicions without having direct access to the individual who raised the concern. It is best to declare your identity if possible. You can request that your identity remain confidential. POLICY: ANTI-BRIBERY AND CORRUPTION 5.

6 13. DEFINITIONS 13.1 For the purpose of this Policy: (a) (b) (c) the private sector includes any private entities or any director, officer, agent or employee of a private entity; the public sector includes foreign and domestic Public Officials, governmental departments, and Non-Governmental Organisations (NGOs) or Quasi- Autonomous NGOs with a public function; and "Public Official" includes an individual who: (i) (ii) (iii) (iv) (v) (vi) (vii) holds a legislative, governmental, administrative or judicial position of any kind; is an employee of a government-owned or controlled company; exercises a public function for or on behalf of a country or territory; exercises a public function for a public agency or public enterprise of a country or territory; is an official or agent of a public international organisation or foreign political party; is a candidate for foreign public office; or is acting in an official capacity for or on behalf of any government or department, agency, or public international organisation, even if that person is not employed directly by them. Approved by the Board of Directors pursuant to a resolution dated: POLICY: ANTI-BRIBERY AND CORRUPTION 6.