Anti-Bribery & Anti-Corruption Policy

1. Purpose and intent

Prohibits bribery and improper influence and establishes controls for gifts, hospitality, third parties, donations and reporting. This policy is intended to provide a consistent reference for decisions, conduct and controls. It should be read alongside applicable laws, contractual obligations and relevant internal procedures. Where requirements differ, the applicable legal requirement and formally approved internal control take precedence.

2. Scope and application

Applies to directors, officers, employees, agents, intermediaries, consultants, suppliers and any third party acting for or representing the organisation.

Business partners are expected to observe equivalent standards where these are relevant to the services they provide or the activities they undertake on the organisation’s behalf. Application should be proportionate to role, activity, risk and applicable legal requirements.

3. Core principles

• No improper advantage: never offer, promise, give, request or accept a benefit to improperly influence a decision.
• No facilitation payments: unofficial payments to accelerate routine actions are prohibited, except where a person faces an imminent threat to health or safety; such circumstances must be reported immediately.
• Accurate records: payments, commissions, gifts and expenses must be genuine, transparent and properly recorded.
• Risk-based third parties: intermediaries and business partners must be assessed proportionately to the risk they present.
• No retaliation: good-faith concerns must be capable of being raised without retaliation.

4. Minimum standards and controls

The following controls describe the expected minimum approach. Specific procedures, approval limits, forms and technical controls may be established separately and updated through controlled internal documents.

• Conduct proportionate due diligence before appointing or renewing higher-risk intermediaries and agents.
• Obtain prior approval for gifts, hospitality, sponsorships and donations in accordance with internal limits.
• Never make cash or cash-equivalent gifts to public officials or business decision-makers.
• Use written contracts, defined services, reasonable compensation and verifiable invoices for third parties.
• Escalate requests for unusual payments, secrecy, personal benefits or payments to unrelated accounts.
• Preserve records and cooperate with authorised investigations.

5. Roles and accountability

All personnel must comply. Managers must reinforce the standard, assess risks in their areas and escalate concerns. Finance and procurement functions should apply appropriate payment, vendor and approval controls.

Any person who is uncertain about the application of this policy should seek guidance before taking action. No individual may override a legal obligation or approved control without appropriate authority and documented justification.

6. Reporting and escalation

Concerns, suspected breaches, control weaknesses and incidents should be raised promptly through the relevant management or designated reporting channel. Urgent threats to health, safety, the environment or the security of information must be escalated immediately. Reports should be handled fairly, sensitively and in accordance with applicable privacy and records requirements.

7. Monitoring, assurance and review

Allegations should be assessed promptly, impartially and confidentially to the extent practicable. Confirmed breaches may result in disciplinary, contractual or legal action. Controls should be reviewed using due-diligence outcomes, declarations, exceptions and investigation findings.

Where improvement actions are identified, they should be assigned to an accountable owner, given a proportionate target date and monitored to closure. Material changes in law, risk, organisational context or operating arrangements should trigger an earlier review.

8. Non-compliance

Failure to follow applicable requirements may result in corrective action, additional training, restricted authority, disciplinary measures, contractual remedies or referral to relevant authorities, depending on the circumstances and applicable law. Any response should be proportionate and follow fair process.

9. Related policies and standards

Gifts & Hospitality; Conflicts of Interest; Whistleblowing; Procurement; Financial Controls.

Additional policy requirements

The following provisions expand the practical expectations set out in this policy. They should be applied in conjunction with applicable law, approved internal procedures, contractual obligations and the circumstances of each activity.

Prohibited conduct

No person acting for or on behalf of MERSAT HOLDINGS may offer, promise, give, request, agree to receive or accept an improper advantage to influence a decision or secure an improper benefit. Prohibited conduct includes facilitation payments, kickbacks, secret commissions, sham consulting fees, concealed rebates and benefits routed through intermediaries.

Risk-based due diligence

Before appointing or materially renewing an intermediary, adviser, agent, supplier or business partner, appropriate checks should be performed proportionate to the risk. Checks may include identity and beneficial ownership, reputation, capability, relevant public-office connections, sanctions exposure, conflicts, payment arrangements and the commercial rationale for the engagement.

Books, records and payments

All transactions must be accurately described and supported by genuine records. Payments should be made to the contracted party, to an appropriately verified account, against a valid invoice and approved evidence of delivery. Cash, split invoices, unexplained third-party payments, false descriptions and off-book accounts are prohibited.

Gifts, hospitality and sponsorship

Gifts, meals, travel, entertainment, donations and sponsorships must never be used to influence a decision or create an improper obligation. They must be modest, transparent, lawful, infrequent and approved under applicable internal thresholds. Public-official interactions require heightened scrutiny.

Escalation and investigation

Suspected bribery, solicitation or improper payment must be reported promptly through an authorised reporting channel. Records must be preserved. Reviews should be impartial, appropriately confidential and conducted without retaliation against good-faith reporters. Confirmed misconduct may lead to disciplinary, contractual or legal action.

10. Document governance

This web page is a public policy statement. The controlled internal version, where formally approved, is maintained through the organisation’s document-control process. Approval status, document owner, effective date, review cycle and revision history must be confirmed in the controlled document register before this text is represented as a formally issued internal policy.