Anti-bribery and Improper Payments Policy

22.08.2016

Summary of anti-bribery and improper payments policy

General overview

Incitec Pivot is committed to operating at the highest standards of ethical behaviour at all times.

As outlined in Incitec Pivot’s Code of Conduct, Incitec Pivot is committed to upholding ethical business practices and meeting applicable legal requirements. As part of its commitment to operating at the highest standards of ethical behaviour, Incitec Pivot has an Anti-Bribery and Improper Payments Policy.

Incitec Pivot strictly prohibits the making of unlawful or improper payments, or the giving of anything of value or improper advantage, to any individual or entity, including ‘public officials’ (as defined in the policy), with the intent of securing a business advantage for Incitec Pivot that is not legitimately due to it.
The policy applies to all directors, officers and employees of Incitec Pivot and each subsidiary, partnership, venture and business association, including distributors and agents and other contractors that are effectively controlled by Incitec Pivot or act on its behalf (either directly or indirectly). All of these persons and entities are expected to comply with this policy and conduct their activities on behalf of Incitec Pivot accordingly. Incitec Pivot’s management must positively promote the policy by personal example and by ensuring that it is communicated and understood by all Incitec Pivot employees, directors, officers, and by all third parties who act on behalf of Incitec Pivot. 

Improper payments

Incitec Pivot’s Anti-Bribery and Improper Payments Policy prohibits improper payments to the following persons or entities:
  • public officials;
  • any customer of Incitec Pivot; or
  • any other individual or entity with whom Incitec Pivot does business.
The policy prohibits the following types of improper payments:
  •  bribery of any public official regardless of location;
  • improper payments, or the provision of other improper benefits or advantage, whether tangible or intangible, made in the course of business activity, including illegal facilitation payments and secret commissions;
  • the giving or receiving of gifts and/or entertainment not in accordance with the policy; and
  • money laundering.

Application of policy to third parties

Incitec Pivot prohibits the provision of a benefit to a third party where it is expected or likely that some or all of that benefit will be provided or offered to another person, in order to obtain any business advantage that is not legitimately due.  

The policy outlines the processes for ensuring that appropriate controls are implemented and due diligence conducted in relation to third parties who are engaged to act on behalf of the Company.  Standard terms that incorporate the issues addressed by the policy are required to be included in all contracts that are negotiated with agents, distributors, intermediaries, and suppliers.  

Incitec Pivot employees that engage third parties are also required under the policy to maintain oversight of the work of those third parties (including, where appropriate, receiving progress reports, reviewing invoices and other documentation etc.) in order to confirm that legitimate work has been done and improper payments have not been made.  This includes, where applicable, ensuring that an annual Certificate of Compliance in accordance with the policy has been executed. 

Application of policy to joint ventures 

Incitec Pivot is involved in joint ventures and partnerships in many countries.  

Incitec Pivot is committed to the prevention of improper financial or other conduct in any joint venture that it controls through its ownership, management or board involvement.  Any joint venture that is controlled by Incitec Pivot must comply with the policy.

Incitec Pivot is also committed to working to minimise the possibility of improper conduct in connection with those joint ventures where it is involved but does not exercise control.  This includes any joint venture or partnership with a partly or fully state-owned enterprise. Incitec Pivot will take such steps as are open to it to require that any such joint venture complies with the standards set out in this policy.

Additionally, in respect of all of its joint venture arrangements, regardless of whether Incitec Pivot exercises control over the entities concerned, Incitec Pivot has procedures in place that aim to address the potential for bribery or any other improper payment made in the course of its joint venture operations. These procedures include but are not limited to due diligence investigations, contractual terms and reporting processes. 

Mergers and acquisitions

Under the policy, Incitec Pivot must conduct, and keep detailed records of, due diligence investigations on any proposed merger or acquisition target prior to entering into contractual arrangements with the entity concerned.  A due diligence investigation should include a review of reputation, expertise, experience, past performance, affiliations to government officials and should consider the business purpose for entering into the transaction.

This due diligence must be undertaken in relation to the past and current conduct of the entity concerned.

Accounting, books and records

The policy requires Incitec Pivot to maintain a system of internal accounting controls and make and keep books and records which accurately and fairly reflect, in reasonable detail, the parties, the payment arrangements and the purpose of all transactions and disposition of assets.  
Incitec Pivot shall maintain a system of accounting controls that provides reasonable assurances that:

  • transactions are executed in accordance with delegations of authority;

  • transactions are recorded so as to permit preparation of accurate financial statements and to maintain accountability for assets; 

  • access to assets is permitted only in accordance with management authorisation; and

  • appropriate auditing functions are conducted. 

The policy prohibits the establishment of any undisclosed or unrecorded fund or account for any purpose.  Activities must also never be disguised.

The policy also prohibits false, misleading or incomplete record keeping.  

Reporting


Incitec Pivot recognises the value and importance of its directors, officers or employees reporting identified or suspected instances of improper payments or related conduct and strongly supports such disclosures and reports.

The policy outlines a reporting process for possible instances of improper practices.  In line with its Group Whistleblower Protection Policy, Incitec Pivot will take all available steps to provide protection to persons who make such reports from any victimisation or detrimental action in reprisal for making of a report.