Purpose

FFI Holding Limited (FFI) is committed to conducting its businesses throughout the world in a lawful and ethical way, free from actual or perceived corruption and bribery.

This Policy contains core requirements for compliance with the Policy. It also contains guidelines to demonstrate ways that the core requirements can be satisfied.

The Board of Directors of FFI (Board) is committed to supporting this Policy. The Board and senior executives of FFI are responsible for establishing and implementing this Policy.

The Policy applies to:· FFI and all subsidiary and affiliate companies and businesses over which it exercises control (FFI Group); and· everyone who works for the FFI Group, including employees, contractors and directors.

A breach of this Policy may be sufficient reason for dismissal from employment without notice.

This Policy is not intended to be complete or all-inclusive. The FFI Group relies on the good sense of its employees to behave in a proper manner and uphold the general principles outlined in this Policy.

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Core requirements

Improper payments such as bribes, kickbacks, facilitation payments and secret commissions (however small) are illegal, against the values of the FFI Group, and must not be made, offered, promised, encouraged or accepted by FFI Group staff.

Group staff must not offer or receive any gifts, entertainment or hospitality from or to public or government officials, representatives of government bodies or politicians without the approval of a Director of FFI.

Gifts received in the course of employment valued at over AUD$50 should be reported to a manager.

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General principles

FFI Group staff must not engage in behaviour with third parties, including suppliers, customers and government officials, which does or may impair objective business judgement or influence a decision for the advantage of the FFI Group or its staff.Many countries, including Australia and the United States, have legislation that prohibits bribery and corruption in various forms. Breaches of these laws may have severe penalties for both the FFI Group and the individuals concerned. The FFI Group prohibits conduct that does or could constitute bribery and corruption. The FFI Group requires its staff to conduct relationships with third parties in a lawful, ethical and transparent manner at all times.It is also of critical importance that FFI Group staff do not engage in conduct which could give rise to a perception of involvement with bribery or corruption.Forms of conduct constituting bribery and corruption may include:

• Bribery: giving, offering or receiving money or another benefit with a view to influencing someone, who is supposed to act in an impartial way, to cause them to act in a way that would advantage the FFI Group or its staff.
• Facilitation payments: small, unofficial payments, generally made to expedite government processes or secure a favourable outcome.
• Secret commissions: adding a concealed payment to an agent or facilitator which is not disclosed to the principal, with the intention of influencing the conduct of the principal’s business.
• Gifts, entertainment and hospitality: Offering or accepting gifts, entertainment and hospitality which could be considered to give rise to undue influence.
• Political and charitable donations: Offering political or charitable donations which could be considered to give rise to undue influence.

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Bribery, facilitation payments and secret commissions

FFI Group staff must not offer, make or receive bribes, facilitation payments or secret commissions to secure benefits for the FFI Group or for them personally.

FFI Group staff must not arrange for another person to offer or receive bribes, facilitation payments or secret commissions to secure benefits for the FFI Group or for them personally.

FFI Group staff must avoid conduct or associations that may give rise to a perception of involvement in bribery, facilitation payments or secret commissions to secure benefits for the FFI Group or for them personally.

In dealing with third parties, FFI Group staff are expected to maintain high standards of professionalism and ethical conduct.

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Gifts, entertainment and hospitality

The FFI Group recognises that there are circumstances where offering and accepting gifts, entertainment and hospitality is culturally appropriate and comprises accepted business practice. What is acceptable may vary from country to country. With these principles in mind, FFI Group staff are required to act prudently and exercise common sense as to what is appropriate for giving and receiving gifts, entertainment and hospitality.

No gifts, entertainment and hospitality may be offered or accepted if doing so would, or would be likely to be seen as, an attempt to engender behaviour favourable to the FFI Group or its staff.

The Board may from time to time set limits on gifts, entertainment and hospitality which may apply in all countries or in certain jurisdictions.

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Political and charitable donations

All dealings with politicians and government officers must be at arm’s length, and no behaviour which could be construed as improperly trying to gain an advantage for the FFI Group or its staff is allowed. Any donations to politicians or political parties must be pre-approved by the Board.

Charitable donations and sponsorships are appropriate in many circumstances. All charitable donations and sponsorships must be pre-approved by the Chairman or delegate. However, no charitable donations or sponsorships may be made which could be construed as trying to gain an advantage for the FFI Group or its staff.

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Referral and investigation

Any employee who is aware of, or reasonably suspects, a breach of this Policy should report it to their manager immediately for investigation. The manager is obliged to investigate the matter, and if necessary, refer the matter to FFI’s Managing Director for further investigation. FFI Group staff may choose to make a protected disclosure under the FFI Whistleblowing Policy.The Board must be informed of any material breaches of this Policy.

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Breach of Policy

Breach of this Policy may result in disciplinary action being taken by FFI. Such disciplinary action may in certain circumstances result in termination of employment including termination without notice.

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Communication and training

FFI will ensure that all FFI Group staff are informed about and understand this Policy.

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Policy review and variations

This Policy will be reviewed periodically by the Board to ensure it is operating effectively and if necessary, the Board may vary or replace this Policy or any part of this Policy from time to time.