Anti- Bribery and Anti-Corruption Policy

1. Introduction Virtual Intelligence has a well-established reputation for conducting business in an ethical and honest way. This reputation is built on our company value of Integrity. Virtual Intelligence strives to participate as a strong competitor in our market, and is committed to doing so without the use of bribery or other corrupt practices to obtain an advantage.  Bribery and corruption are morally wrong and could seriously damage Virtual Intelligence’s reputation.  Bribery is a criminal offence and any corrupt act exposes Virtual Intelligence and its employees to the risk of prosecution fines and imprisonment. VIA will apply a “zero tolerance” approach to acts of bribery and corruption by any of our employees, officials or third-party representatives, each a “VIA Person”. Management will have the primary responsibility for implementing this policy within their areas of responsibility. Any breach of this policy will be regarded as a serious matter by Virtual Intelligence and will result in disciplinary action up to and including termination of employment or contract. 2. Scope The policy applies to Virtual Intelligence and the principles of this policy will be implemented across all areas of the business. 3. Who Does The Policy Apply To? This Policy applies to all individuals at all levels who are employed by, act for, or represent Virtual Intelligence. This includes, but is not limited to, the following:
  • directors;
  • officers;
  • managers;
  • employees;
  • contractors;
  • consultants; and
  • any other person representing Virtual Intelligence
This Policy applies to all Virtual Intelligence Personnel irrespective of their employment status (that is, whether they are employed on a full-time, part-time, fixed term, casual or temporary basis). 4. Local Conditions This policy must be read in conjunction with, and is subject to, the laws relating to employment and the responsibilities, if any, of employers and employees in the many local environments in which Virtual Intelligence employees and contractors operate. Anti-Bribery & Anti-Corruption Policy © Virtual Intelligence (Aust) Pty Ltd Page 2 of 4 5. Policy 5.1 What are Bribery and Corruption? Bribery is the offer, promise, giving, demanding or acceptance of an advantage as an inducement for an action which is illegal, unethical or a breach of trust. Bribes can take on many different shapes and forms, but typically there will be a “quid pro quo” – meaning that both parties, or a party’s designate, will benefit. A bribe could be:
  • The direct or indirect promise, offering, or authorization, of anything of value (whether the value is material or not);
  • The offer or receipt of any kickback, loan, fee, reward or other advantage; or
  • The giving of aid, donations or voting, designed to exert improper influence.
Acts of bribery are designed to influence individuals to act dishonestly in the performance or discharge of their duty. For the purposes of this policy, whether the target of the act of bribery works in the public of private sector is irrelevant. Corruption is the misuse of office or power or influence for private gain. 5.2 Who may be guilty of Bribery and Corruption? In the eyes of the law, bribery and corruption can be committed by:
  • An employee, officer or director; or
  • Any person acting on behalf of another (i.e. a third-party representative); or
  • Organisations which authorize, permit or facilitate others to carry out such acts.
People who are likely to be approached with bribes or corrupt conduct are generally those who are able to obtain, retain or direct business, or government officials involved in some aspect of the regulation or purchase of a company’s products and services, for example, tendering and contracting, or the handling of administrative tasks such as licences, customs, taxes or import/export matters. 5.3 Bribery and Corruption Laws and Enforcement Bribery is a criminal offence and penalties can be severe for both companies and individual employees. The legislation in Australia (the Criminal Code Act) prohibit bribery and corruption and are enforced by the respective enforcement authorities in each state. Acts of bribery and corruption committed overseas may well result in a prosecution at home and in other jurisdictions. 5.4 Bribery and Corruption Prevention a) Risk Assessment Management must assess the vulnerability of the business to bribery and corruption risks. Where bribery and corruption risks are identified they should be managed in line with the risk management framework. b) Accurate Books and Record-Keeping Management must ensure that books, records and overall financial reporting must also be transparent. That is, they must accurately reflect each and all underlying transactions. c) Effective Monitoring and Control Anti-Bribery & Anti-Corruption Policy © Virtual Intelligence (Aust) Pty Ltd Page 3 of 4 Management must take the necessary steps to maintain an effective system of internal control and monitoring to prevent bribery and corruption. This must include education and training of employees. 5.5 Key Risk Areas for Bribery and Corruption a) Gifts, Entertainment and Hospitality Gifts, entertainment and hospitality include the receipt or offer of gifts, meals or tokens of appreciation and gratitude, or invitations to events, functions, or other social gatherings, in connection with matters related to our business. These activities are acceptable provided they:
  • fall within reasonable bounds of value and occurrence as defined by VIA policies;
  • do not influence, or are not perceived to influence, objective business judgement; and
  • are not prohibited or limited by applicable laws or applicable industry codes.
Virtual Intelligence Persons must not accept gifts or entertainment where to do so might influence, or be perceived to influence, objective business judgement. As a general rule, Virtual Intelligence Persons should not provide any gifts to, or receive them from, government officials. With the prior approval of the Virtual Intelligence Director, rare exceptions may be permitted where a gift is an important local/cultural custom, and any such gift is permitted under applicable law and is of nominal value. b) How to evaluate what is “acceptable” First, each Virtual Intelligence member must take a step back and ask the following when giving or receiving any gift, entertainment or hospitality:
  • What is the intent – is it to build a relationship or is it something else?
  • How would this look if these details were reported on the front of a newspaper?
  • What if the situation were to be reversed – would there be a double standard?
If a Virtual Intelligence person finds it difficult to positively answer one of the above questions, there is a risk involved that the gift, entertainment or hospitality could be, or could appear to be, improper and could potentially damage Virtual Intelligence’s reputation and business. The action could well be unlawful. Although no two situations are the same, the following guidance should be considered globally: c) Never acceptable Circumstances which are never permissible include examples that involve:
  • A “quid pro quo” (a benefit or advantage offered for something in return);
  • Gifts in the form of cash/or cash equivalent vouchers;
  • Entertainment of a sexual or similarly inappropriate nature; or
  • Making incomplete, false or inaccurate entries in Virtual Intelligence books and records.
Anti-Bribery & Anti-Corruption Policy © Virtual Intelligence (Aust) Pty Ltd Page 4 of 4 d) Sometimes acceptable Activities that may be acceptable depending upon the particular jurisdiction and the particular person Virtual Intelligence does do business with include:
  •  Modest/occasional meals;
  • Occasional attendance at ordinary sports, theatre and other cultural events; or
  • Gifts of nominal value, such as pens, or small/low value promotional items.
If an example does not fall under the above categories, please in the first instance seek guidance from Virtual Intelligence’s Director. Generally, such examples would not be permissible without prior approval. e) Determining Acceptable Value A variety of factors such as local laws, applicable industry codes, customs, culture and currency may influence the level of acceptability. Local Management – subject to approval by the Director – must establish a monetary range of acceptable values for gifts, meals and entertainment for each business unit.