Anti-Bribery & Corruption Policy

Superloop is committed to complying with the law and ensuring the highest standard of honesty and integrity. Superloop has zero-tolerance for and strictly prohibits bribery, corruption and fraudulent or dishonest conduct by team members.

Purpose

The purpose of this policy is to ensure you understand how you should conduct yourself and your obligations to minimise the risk of bribery, corruption or fraud occurring in connection with Superloop's operations.

Application

This policy applies to everyone who works at, for or on behalf of Superloop including all directors, employees and contractors.

Definitions

What is a bribe?	A bribe is any inducement, reward or object/item of value offered to an individual to gain commercial, contractual, regulatory or personal advantage. This involves offering or giving a benefit to a person with the intention of gaining an undue advantage, by improperly influencing the recipient to act in a certain manner in the exercise of that person’s official duties. Bribery includes facilitation payments and secret commissions. A bribe may be direct or indirect; an example of an indirect bribe is if a bribe is arranged through a third party, such as a business associate or family member.
What are facilitation payments?	Facilitation payments are a type of bribe. These are typically minor, unofficial payments made to secure or expedite a routine government action by a government official. This type of payment is commonly sought or expected in some jurisdictions, and is prohibited under this policy and under the Australian laws that apply to Superloop.
What are secret commissions?	Secret commissions are payments offered or made (typically as an inducement) to an agent or representative of another person (for example, a supplier), which are not disclosed by that agent or representative to their principal. These payments are effectively bribery of the agent or representative to corruptly influence the conduct of the principal's business. They are illegal under Australian law and prohibited under this policy.
What is corruption?	Corruption is the misuse of power or position for private gain. This can include dishonest and fraudulent behaviour or bribery.
What is fraud?	Fraud is any dishonest activity causing actual or potential financial loss to any person or entity, and may include stealing, creating or using falsified Superloop records or documentation, concealing or destroying, with the intention to conceal, Superloop records or documentation, or using Superloop information or your position for an improper purpose and/or personal financial benefit.
Who is a public official?	A public official includes anyone involved in the service, on a full or part-time basis, of a government, statutory authority or a wholly or partially state-owned enterprise. Relationships with public officials pose a greater risk of breach of this policy and relevant laws, and as a result may be subjected to greater scrutiny.
What is a gift?	A gift may include any tangible item of value, service of value, favour that enhances a person materially, benefit or thing of value, including cash, or item, service, favour, benefit or thing given at less than market value.
What is hospitality?	Hospitality may include any meal, travel, entertainment, including attendance at sporting and other events, accommodation, vouchers or certificates which are capable of being exchanged or redeemed for corporate hospitality items.

Your obligations

It is your responsibility to read, be aware of, and comply with this policy. You must not:

offer, promise, give, request, accept, or agree to receive a bribe, whether directly or This applies to dealings with both public officials and individuals in private entities;
offer or make, directly or indirectly, any facilitation payment to a public official;
offer and/or make a secret commission; or
engage in any acts of fraud or corruption.

Gifts and hospitality

You must not give or accept gifts or hospitality in connection with your role at Superloop of any value that may compromise, or appear to compromise, your integrity and objectivity in performing your duties, or cause, or appear to cause, a conflict of interest.

Prior to offering or accepting gifts or hospitality in connection with your role at Superloop, you must receive approval from senior management and comply with directions regarding the scope of your offer or acceptance. This is very important in order to protect Superloop’s relationships and reputation.

Your obligations in dealing with third parties

Superloop engages with third parties in a range of circumstances, for example, agents, distributors, intermediaries, suppliers, or other contractors. In certain circumstances, Superloop may be liable under applicable anti-bribery and corruption laws for the improper conduct of these third parties. Accordingly, appropriate controls must be put in place when dealing with third parties.

If you’re engaging or dealing with any third party on behalf of Superloop in relation to any material matter, or that third party poses a particular risk of breaching this policy (for example, if they’re involved in negotiating any business arrangements or transactions with the public or private sector on behalf of Superloop, or are performing services in developing or emerging economies), then you should liaise with the Superloop Counsel to determine what controls should be in place to address this risk.

Your obligations with respect to donations

Superloop may make charitable donations to registered charities in accordance with local law and practice and in accordance with Superloop policy. All charitable donations must be approved by senior management in accordance with Superloop policy.

Superloop may make donations to support political parties or associated organisations. All political donations must be approved, recorded and disclosed. Team members are strictly prohibited from making cash political donations on behalf of Superloop.

Accounting and record-keeping

Superloop must keep accurate and complete records of all business transactions. It’s the responsibility of all team members to ensure that all dealings with third parties, such as customers, suppliers and business contacts, are recorded honestly and accurately and that any errors or falsification of documents are promptly reported to senior management and corrected.

How to raise a concern

At Superloop, we encourage you to speak up and report any actual or suspected breach of this policy. If you have any concerns that a person connected with Superloop may be acting outside this policy or engaging in unlawful conduct, you should take one or more of the following actions:

notify that person’s immediate manager or other senior managers;
notify Superloop HR team at hr@superloop.com. Reports are treated confidentially.

Monitoring and investigation

Superloop will monitor and enforce this policy and associated procedures and suspected contraventions will be investigated.

What are the potential consequences of bribery and corruption?

Bribery, corruption and the other types of improper or dishonest conduct prohibited by this policy may also contravene applicable anti-bribery and corruption laws of the countries in which commercial dealings on behalf of Superloop take place. Possible consequences of contravention of applicable anti-bribery and corruption laws include:

for Superloop, the imposition of substantial fines, exclusion from tendering for government or private contracts and reputational damage; and
for individuals, criminal and civil liability with associated significant fines and/or lengthy terms of

What happens if I breach this policy?

It’s your responsibility to understand and comply with this policy. Superloop treats non-compliance seriously and resulting action could include suspension or termination of employment or engagement with Superloop. Superloop may also refer the matter to appropriate government or law enforcement agencies.