Anti-bribery & corruption policy

1. Purpose

This policy prohibits bribery and corruption in all HLD Group business and sets out the controls that prevent, detect, and respond to it. Bribery is illegal, exposes the company and individuals to severe criminal and civil penalties, and is fundamentally inconsistent with our values.

2. Scope

This policy applies to all officers, employees, contractors, agents, and business partners acting for or on behalf of HLD Group, everywhere we operate. It applies to dealings with both government officials and private parties.

3. Definitions

• Bribery — offering, giving, requesting, or accepting anything of value to improperly influence a decision or gain an advantage
• Facilitation payment — a small payment to a public official to speed up a routine action; prohibited under this policy
• Public official — an officer, employee, or representative of a government, public body, or public international organisation, including state-owned enterprises
• Anything of value — money, gifts, hospitality, favours, employment, or any other benefit
• Kickback — a return of a portion of a payment as a result of a corrupt arrangement

4. Legal framework

• Australian Criminal Code Act 1995 (Cth), Division 70 (bribery of foreign public officials) and Division 141 (bribery of Commonwealth public officials)
• US Foreign Corrupt Practices Act (FCPA), anti-bribery and books-and-records provisions
• UK Bribery Act 2010, including the section 7 corporate offence of failing to prevent bribery and the "adequate procedures" defence
• OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions
• United Nations Convention against Corruption; and applicable local anti-corruption laws in each market

5. Prohibited conduct

• Offering, promising, giving, requesting, agreeing to receive, or accepting a bribe, directly or through a third party
• Making facilitation payments, regardless of local custom
• Providing gifts or hospitality intended to influence a decision improperly
• Making or receiving kickbacks
• Using agents or intermediaries to do anything this policy prohibits
• Charitable or political contributions used as a cover for improper influence

6. Gifts, hospitality, and expenses

Gifts and hospitality are permitted only where they are modest, infrequent, transparent, given openly, not intended to influence a decision, compliant with the recipient’s own rules, and lawful. Anything given to or received from a public official requires particular caution and prior approval. All gifts and hospitality above a defined threshold are recorded in a register.

7. Third parties, agents, and due diligence

Third parties can create liability for HLD Group. Agents, intermediaries, and partners who interact with officials or customers on our behalf are subject to risk-based due diligence, are contractually bound to anti-bribery obligations, and are monitored. We do not engage a third party to do what we are prohibited from doing ourselves.

8. Books, records, and controls

Accurate and complete books and records are maintained; no undisclosed or off-the-record accounts, false entries, or mischaracterised transactions are permitted. Financial controls are designed to prevent and detect improper payments, consistent with the FCPA accounting provisions.

9. Reporting and non-retaliation

Suspected bribery or corruption must be reported through the Whistleblower and Speak-Up Policy or to the compliance function. HLD Group prohibits retaliation against anyone who reports a concern in good faith or refuses to participate in bribery, even if refusal results in lost business.

10. Roles, enforcement, and review

The compliance function owns this policy under executive oversight. Breach is gross misconduct and may result in dismissal, termination of contracts, and referral to law enforcement, alongside personal criminal liability. This policy is reviewed at least annually.