Ricegrowers Ricegrowers Limited Issue Date: May 2013 Updated: July 2014
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. As a business in the international rice industry, the SunRice Group recognises its long-standing ethical and legal responsibilities and is committed to operating in a manner that is consistent with the laws of the jurisdictions in which it operates. Non-observance 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). 1 Policy Statement 1.1 The SunRice Group is committed to a zero tolerance approach towards bribery and corruption. We will not tolerate any acts, attempted acts, or assistance with any form of bribery or corruption whether direct or indirect. 1.2 This zero tolerance approach extends to the conduct of all external parties who perform services for or on behalf of the Sunrice Group. 2 Scope 2.1 This ( ABC Policy ) applies to all directors, officers, employees and contractors of the SunRice Group companies including SunRice, CopRice, Australian Grain Storage (AGS), Riviana, SunFoods, Solrice, Aqaba Processing Company (APC), Rice Research Australia Pty Ltd (RRAPL) and Trukai, regardless of whether they are working in Australia or overseas (referred to below as you or your ). 2.2 It also applies to all external parties who perform services for or on behalf of the SunRice Group including, by way of example, distributors, agents and business partners. The SunRice Group expects all external parties with whom the SunRice Group has a relationship, to act in accordance with the ABC Policy and to act in a manner consistent with the SunRice Group s expectations of ethical behaviour. 3 Purpose 3.1 The purpose of this ABC Policy is to: ensure that you are aware of and understand the SunRice Group s anti-bribery and corruption values and commitment; and provide you with guidance on the SunRice Group s anti-bribery and corruption policies and procedures so that you may act accordingly. 3.2 The ABC Policy is part of the SunRice Group s wider commitment to navigate our global business ethically, responsibly and with moral integrity. 4 Definitions 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. 2
Corruption: Transparency International defines corruption as The abuse of entrusted power for private gain. 5 Relevant Legislation 5.1 The SunRice Group is committed to acting in accordance with applicable anti-bribery and corruptions laws and regulations in any location in which the SunRice Group has a footprint. 5.2 The principal applicable laws regarding Bribery and Corruption are: United States Foreign Corrupt Practices Act 1977; United Kingdom s Bribery Act 2010; (d) Chapter 4, Division 70 of the Australian Criminal Code Act 1995 (Cth): and any other anti-bribery laws that apply in the countries in which the SunRice Group operates or which the SunRice Group is otherwise required to comply with. 6 Responsibility for Compliance 6.1 Overall responsibility for this administration of the ABC Policy lies with the SunRice Group Company Secretary. 6.2 Each manager is responsible for themselves and their direct reports to monitor and apply the ABC Policy and the SunRice Group anti-bribery and anti-corruption framework which includes the implementation of the other policies referred to at section 8 below (collectively the ABC Policies ) 6.3 You are responsible for your own individual compliance including attending training. You are required to understand and comply with the ABC Policies and to follow the reporting requirements set out in the ABC Policies. You should be vigilant and report any breaches or suspicious activity in accordance with section 21 below. 6.4 Compliance with the ABC Policies will be audited from time to time. 7 Training, Awareness and Implementation 7.1 Management across the Company have ultimate responsibility for ensuring that the ABC Policies are effectively communicated to employees and demonstrating that adequate systems and controls are designed, and are operating effectively, to ensure ongoing compliance with the ABC Policies. 7.2 The SunRice Group s prohibition on bribery must be communicated to all external parties with whom the SunRice Group does business including suppliers, contractors and business partners. This must be done at the outset of the business relationship and as appropriate during the course of the business relationship in accordance with the SunRice Group Dealings with External Parties Policy ( External Parties Policy ). 7.3 Management and individuals are responsible for ensuring that all employees receive sufficient and adequate training on the ABC Policies 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. 7.4 Management are expected to periodically monitor compliance with the ABC Policies and associated procedures. 7.5 For further clarification on your compliance responsibilities, please contact SunRice Group Company Secretary or the Contracts and Compliance Manager. 3
8 Other Policies 8.1 The ABC Policy should be read in conjunction with the following SunRice Group policies, all of which must be complied with: (d) (e) (f) (g) (h) Code of Conduct; Working with Governments and Political Contributions and Activities Policy; Donations Policy; Dealings with External Parties Policy; Procurement Sourcing Policy Gifts, Benefits and Hospitality Policy; Sponsorship Policy; and Whistle-blower Policy. POLICY REQUIREMENTS 9 What is bribery? 9.1 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. 9.2 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. 9.3 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. 9.4 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 or family member of a person who is sought to be influenced. 10 Prohibition on bribery 10.1 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 the SunRice Group, or to obtain any improper advantage in furtherance of SunRice Group s business; to obtain, retain or fulfil a legal or regulatory requirement in furtherance of the SunRice Group s business; 4
(d) approve any offers, or make, request or receive an irregular payment or other things of value, to win business or to influence a business decision in the SunRice Group s favour; or in relation to any commercial transaction or relationship to which the SunRice Group is or may be a party. 10.2 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 21 11 Facilitation Payments, Secret Commissions and Money Laundering 11.1 Employees are prohibited from making Facilitation Payments. 11.2 Transparency International defines a facilitation payment 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. 11.3 The SunRice Group does not allow facilitation payments to be made on its behalf. 11.4 In the event that a facilitation payment is requested from, or offered to, you the request / offer must be refused and the incident immediately reported in accordance with section 21. 11.5 It is important to recognise the difference between a facilitation payment and extortion. Your health and safety is a priority. In the event that facilitation payments are made to ensure your health and safety, full details of the payment must be promptly reported to the Company Secretary or Contracts and Compliance Manager. 11.6 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. 11.7 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. 12 Public and Government Officials 12.1 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. 12.2 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. 12.3 Examples of Public Officials include, but are not limited to: (d) officials from government departments and agencies; state owned, controlled or operated companies; public International Organisations; and members of a royal family. 5
12.4 This also includes people who used to be Government or Public Officials and family members of politically exposed persons. 12.5 In the event that you are aware of existing or potential relationships with domestic or foreign public officials, please contact your General Manager or other contact detailed in section 21 for further advice. 13 Political Contributions 13.1 Examples of political causes include existing or prospective politicians, political parties and political organisations. 13.2 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. 13.3 SunRice Group may choose to make donations or other contributions to political parties where permitted by law and strictly in accordance with the provisions of the Working with Governments and Political Contributions and Activities Policy and this ABC Policy. 13.4 Political contributions shall not be made at business unit or divisional level. Any political contributions must be authorised in advance by the board of directors of Ricegrowers Limited in accordance with the Working with Governments and Political Contributions and Activities Policy and disclosed as required by law and recorded in our accounts. 13.5 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. 14 Political Activities 14.1 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. 14.2 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. 15 Charitable Donations and Contributions 15.1 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. 15.2 All charitable donations and contributions must be made in accordance with the SunRice Group s Donations Policy. 15.3 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. 16 Gifts and Entertainment 16.1 Gifts and entertainment may be perceived to be bribes, if they are given or received with the intention of improperly gaining a business advantage. 6
16.2 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 another. It is a matter to be approached conservatively and prudently. 16.3 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 must be given and received in accordance with the provisions of the SunRice Group s Gifts, Benefits and Hospitality Policy. 17 External Parties including Distributors and Agents 17.1 It is important that any SunRice Group company proposing to engage an external party to act for or on behalf of SunRice Group, implement appropriate controls to ensure that the actions of the external party will not adversely affect SunRice Group. External parties may include agents, distributors, intermediaries, suppliers and/or purchasers or other contractors. 17.2 Any dealings with or engagement of external parties must be done in accordance with the External Parties Policy. It is a condition of doing business with the SunRice Group that each external party agrees to follow the External Parties Policy and this ABC Policy. 17.3 External parties that pose particular risk to the 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 the SunRice Group in any country (including bidding for tenders, negotiating supply contracts, arranging leases or license or providing transportation or customs clearance services). 18 Contract Tendering 18.1 In tendering for a contract the 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. 18.2 All tenders undertaken by the SunRice Group shall be notified to the Chief Executive Officer and the Chief Financial Officer of the SunRice Group and where necessary such tenders shall be brought to the attention of the board of directors of Ricegrowers Limited. All contractual and payment aspects of the tender shall be clearly documented with all beneficiaries of payments recorded. 18.3 The provisions of the SunRice Group s Procurement Sourcing Policy apply. 19 Joint Ventures and Acquisitions 19.1 The SunRice Group is involved in a number of joint venture arrangements. 19.2 All Joint Venture parties are to agree to act in accordance with this ABC Policy and the related sub-policies. 19.3 Where a joint venture partnership is proposed, the External Parties Policy must be complied with. This requires completing the ABC Due Diligence Profile in Schedule 2 of the External Parties Policy before entering into contractual relations. If any issues of concern or red flags are identified by this due diligence, the Contracts and Compliance Manager must be informed immediately. Contracts with proposed joint venture partners must include standard ABC terms set out in the External Parties Policy. 19.4 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. 7
19.5 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. 20 Accounting and Record Keeping 20.1 All accounts, invoices, memoranda and other documents and record relating to dealings with external 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. 20.2 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. 20.3 The Contracts and Compliance Manager will maintain registers of gifts and entertainment, political and charitable donations, sponsorships, external parties and other details associated with the SunRice Group being involved with political activities. These registers will be reported on quarterly to the Corporate Management Team and bi-annually to the Finance and Audit Committee. REPORTING AND RAISING CONCERNS 21 Reporting and Escalation 21.1 The 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. 21.2 You must report suspected or actual instances of bribery or other improper conduct. 21.3 In the first instance, please approach your General Manager or CMT level contact. If it is not appropriate to approach your General Manager or you are not satisfied with the guidance or direction provided, issues can be escalated directly and confidentially to appropriate contacts noted below: Internal Reporting Channel Reports may be made internally to the: Name: Whistleblower Protection Officer (Company Secretary) Phone: (02) 6953 0411 Email: Protected.disclosures@sunrice.com.au Postal address: Locked Bag 2 Leeton NSW 2705 External Reporting Channel Name: Email: Website: Phone: WhistleBlower Security (NB. this is an external reporting service based in Canada. All reports will be handled confidentially). sunrice@whistleblowersecurity.com www.whistleblowersecurity.com 1800-263-215 (from Australia) +604-922-5953 (from New Zealand) +1 866 921 6714 (global number) 21.4 If you are unsure whether a particular act constitutes bribe, a facilitation payment, a secret commission or money laundering, or you have any other queries, please ask your General Manager. If it is not appropriate to consult with your General Manager or you are not satisfied with the guidance or direction provided please refer your query to the Company Secretary. 8
21.5 Suppliers, contracts or other business partners who have any concerns which they wish to raise under the ABC Policy should approach the SunRice Group s Company Secretary. 22 Protection 22.1 It is important to the SunRice Group that all incidents of non-compliance and violations with the ABC Policy are reported. 22.2 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. The SunRice Group encourages openness and will support anyone who raises genuine concerns in good faith under the ABC Policy, even if they turn out to be mistaken. 22.3 The 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. 22.4 Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you are subjected to such treatment please inform your General Manager immediately. If the matter is not remedied you should raise it formally with the SunRice Group s Company Secretary. 22.5 Please refer to the SunRice Group s Whistle-blower Policy for more information. YOUR RESPONSIBILITIES 23 Know and Understand this 23.1 The SunRice Group expects all employees and external parties acting for or on our behalf, to read and understand the information included in the ABC Policy and the other policies referred to at section 8 above. If you have any queries on the information included within the ABC 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. 24 Do Not Feel Pressured 24.1 The 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. 25 Do Not Make Assumptions 25.1 The SunRice Group encourages all employees to take personal responsibility for reporting all concerns and potential violations, incidents or breaches of the ABC Policy. All reports will be investigated and action taken as required in accordance with the ABC Policy. 26 Behave Ethically 26.1 The SunRice Group expects all employees, and external parties acting for, or on behalf of the SunRice Group, to behave and act in a professional and ethical manner at all times. Employees and external parties are expected to apply the principles of the ABC Policy to everyday actions in connection with the SunRice Group. 9
27 How to raise a concern 27.1 All questions and concerns should be raised in accordance with section 21 above. CONSEQUENCES OF NON-COMPLIANCE 28 Zero Tolerance 28.1 In summary: all employees have an obligation to report actual or suspected acts of bribery or corruption; non-compliance with the ABC Policy will be investigated and actioned firmly, potentially resulting in the termination of employment with SunRice Group; and individuals who in any way impede a report, or individual making a report, will be subject to the same disciplinary procedures included in the ABC Policy. 28.2 A SunRice Group employee who violates or attempts to violate this anti-bribery and corruption policy, or any of the other policies refer to at section 8, may be subject to disciplinary action, up to and including termination. 29 Consequences 29.1 The following is a non-exhaustive list of possible consequences for non-compliance with the ABC Policies. 29.2 Non-compliance may lead to: criminal, civil or regulatory liabilities or penalties for the Sunrice Group; unenforceability of contracts entered into by the Sunrice Group as a result of illegality; and/or damage to the Sunrice Group s reputation. Individuals 29.3 Non-compliance may lead to: personal liability under the laws of one or more jurisdictions that may result in criminal prosecutions, imprisonment and/or fines; disciplinary action which may include termination of employment; and/or damage to your reputation and inability to find employment elsewhere. External Parties 29.4 Non-compliance may lead to: the Sunrice Group terminating its relationship with you; and / or the Sunrice Group reporting your non-compliance to external regulators as appropriate. 29.5 The SunRice Group may also take civil action against employees and external parties for noncompliance with the ABC Policy. 10
MONITORING AND REVIEW 29.6 Annexure A to this ABC Policy is a diagram which depicts the SunRice Group s anti-bribery and corruption monitoring, review and reporting channels. 29.7 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. RED FLAGS 30 Red Flags 30.1 All employees, and external parties acting for, or on behalf, of SunRice Group, must ensure that they have read and understood the ABC 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 external parties should remain alert to: (d) 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 21. 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 external 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 an external 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 21. 30.2 Some potential risk scenarios may include the following: (d) (e) (f) You learn that an external party engages in, or has been accused of engaging in, improper business practices. You learn that an external party has a reputation for paying bribes, or requiring that bribes are paid to them. An external 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. An external 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. An external party requests that a payment is made to a country or geographic location different from where the external party resides or conducts business. An external party requests an unexpected additional fee or commission to facilitate a service. 11
(g) (h) (i) (j) (k) (l) (m) (n) (o) (p) An external 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. An external party requests that a payment is made to overlook potential legal violations. An external party requests that SunRice Group people provide employment or some other advantage to a friend or relative. You receive an invoice from an external party that appears to be non-standard or customised. An external 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. An external 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 an external party. You learn that external party used to be Government or Public Officials or is a family member of politically exposed person. 12
Annexure A 6 MONTHLY REPORTS 13
Document Control Author Lucienne Miller, Contracts and Compliance Manager Issue Date July 2014 Number of Pages 14 Approved by: Mandy Del Gigante Located Intranet site Anti-Bribery and Corruption policies Document History Version No Date Description of Approved Sign-off changes Date Version 1 April 2013 Review Board of Directors April 2013 14