Anti-bribery and Corruption Policy

1. Introduction

AirTrunk has zero tolerance of bribery or corruption in any form.
AirTrunk has a moral and ethical responsibility to act with integrity in how we conduct our business. We owe this duty to the communities in which we operate, and we take this duty seriously. Bribery and corruption hinder economic growth by confounding market principles, and the victims are individuals and businesses that rely on sustainable growth for their physical and social wellbeing. For this reason, AirTrunk does not tolerate bribery or corruption in any form.
In addition to our ethical and social responsibilities, AirTrunk is subject to local laws that prohibit bribery and corruption and that require us to take certain steps to prevent bribery within AirTrunk and by our business partners. The consequences of any violation of these laws can be severe, including large fines for AirTrunk and imprisonment and fines for the individuals involved. Moreover, failure to follow applicable laws can result in irreparable damage to AirTrunk’s brand and reputation.
AirTrunk endeavours to meet our ethical and social obligations and to abide by both the spirit and letter of applicable laws wherever we operate. To that end, we have implemented this Anti-bribery and Corruption Policy (Policy).

Tabulated below is a summary of AirTrunk approvals which must be obtained with respect to donations, lobbying, gifts, entertainment, sponsorships and third-party travel:

Interaction	AirTrunk approvals required
Political donations	Prior written approval must be obtained from the Chief Executive Officer in consultation with an Anti-bribery Officer and Chief Marketing Officer for any political donations to be made on behalf of AirTrunk, regardless of the value of the donation.
Charitable donations	Prior written approval must be obtained from the Chief Executive Officer in consultation with an Anti-bribery Officer and Chief Marketing Officer for any charitable donations to be made on behalf of AirTrunk, regardless of the value of the donation.
Engagement with lobbyists	Prior written approval must be obtained from the Chief Executive Officer in consultation with an Anti-bribery Officer for any engagement with lobbyists on behalf of AirTrunk.
Gifts, Entertainment, Sponsorships and Third-Party Travel	Refer to the Gifts and Entertainment Policy for guidance on giving or receiving any gifts, entertainment, sponsorships and third-party travel.

2. Who does this policy apply to?

This Policy applies to:
1. all directors, officers, employees and any other person whose work is supervised by AirTrunk as though that person were a AirTrunk employee (AirTrunk Personnel);
2. all AirTrunk operations, including all legal entities and business area units; and
3. any other person or entity to the extent that they act on behalf of AirTrunk, including consultants, contractors, suppliers, agents or intermediaries.

You must ensure that you do not contravene any applicable laws and regulations on bribery and corruption, including, but not limited to:

Country	Laws
Australia	Criminal Code Act 1995 (Cth), Competition and Consumer Act 2010 (Cth), Crimes Act 1900 (NSW), Crimes Act 1958 (Vic), Criminal Law Consolidation Act 1935 (SA), Criminal Code Act 1899 (Qld), Criminal Code Act 1913 (WA), Criminal Code 2002 (ACT) and Criminal Code Act 1983 (NT)
Singapore	Prevention of Corruption Act (Cap. 241), Penal Code (Cap. 224) and Corruption, Drug Trafficking and Other Serious Crime (Confiscation of Benefits) Act (Cap. 65A)
Hong Kong	Prevention of Bribery Ordinance (Cap. 201)
Japan	Penal Code (Act No 45 of 1907), Unfair Competition Prevention Act (Act No 47 of 1993) and Companies Act
South Korea	Criminal Act, Foreign Bribery Act, Improper Solicitation and Graft Act, and Foreign Bribery Prevention in International Business Transactions Act
Malaysia	Malaysian Anti-Corruption Commission Act 2009

3. What is covered by this Policy?

This Policy applies to all private or commercial transactions and transactions involving Government Officials regardless of where they occur and whether or not any particular conduct may be regarded as common or customary in a particular place or location.
“Government Officials” include:
1. local, state, provincial, and national governments (legislature, executive and judiciary) or government entities;
2. members of a ruling or royal family;
3. sovereign wealth funds;
4. public international organisations, such as the United Nations and World Bank;
5. political parties and candidates for public office;
6. government-owned or controlled organisations (excluding any organisations which operate independently of government authorities);
7. public body as defined in the Malaysian Anti-Corruption Commission Act 2009; and
8. officers, officials (elected and unelected), employees, representatives, contractors and agents of the abovementioned categories.
AirTrunk does not accept or allow bribery or corruption in any form, whether by our AirTrunk Personnel or by any third party who acts on our behalf.
AirTrunk desires to do business with business partners that share our commitment to legal and regulatory compliance, acting ethically and with integrity in all business dealings, and those which have policies and procedures in place that reflect that commitment.

4.What is Bribery and Corruption?

Bribery is promising, offering, giving or authorising the giving of anything of value to a person in business or government, in order to encourage that person to perform their functions or activities improperly (or not perform their functions or activities as they should), to reward that person for having already done so (or not done so, as the case may be) or to otherwise improperly promote the business interests of AirTrunk (or those of a third party, such as a customer) in any respect.
Bribes can take many forms, including money, cash equivalents (e.g., pre-paid vouchers), digital currency payments, gifts, gratification, offers of employment, preferential treatment, travel, entertainment, accommodation and charitable contributions.
Bribery can be indirect, for example, where:
1. a person procures an intermediary to bribe to another person; or
2. a bribe is made to an associate of a person sought to be influenced.
Examples of Bribery or related misconduct are as follows:
1. (Encouraging impropriety) offering, making or accepting anything of value that is not for legitimate services or goods, but are for encouraging the recipient or another person to act improperly;
2. (Inducing Government Official) inducing or attempting to induce a government official to do anything by offering or giving anything of value to her/him personally or to a family member, friend or business associate;
3. (Influencing business decisions) influencing or attempting to influence the business decisions of any person by offering or giving anything of value to her/him personally or to that person’s family member, friend or business associate;
4. (Preferential treatment) accepting or requesting anything of value for your personal benefit or the benefit of a family member, friend or business associate, in exchange for giving preferential treatment to a business partner;
5. (Unauthorised payment) offering, making or accepting payments that are not properly authorised;
6. (Inaccurate recording) recording payments or other disbursements in AirTrunk’s books or records inaccurately or with insufficient detail, that do not appropriately reflect AirTrunk’s transactions or do not conform to the applicable legal requirements and to AirTrunk’s system of internal controls;
7. (Misuse of business relationships): misuse of business relationships (including relationships with customers) to further a corrupt purpose, such as disguising or attempting to disguise sources of illegally obtained funds;
8. (Failing to record) failing to record gifts or entertainment in accordance with the Gifts and Entertainment Policy, accurately and with sufficient detail, or failing to obtain approval where required;
9. (Failing to report) failing to report any suspicion that any of the above actions have taken place, whether internally or externally; or
10. (Facilitating any of the above) participating, encouraging or otherwise facilitating any of the above actions.
Corruption is the abuse of entrusted power for private gain.
Corruption can occur in both the public and private sectors and takes many forms. It can include behaviours like the misuse of public money or granting jobs to family members.

5. Prohibition on Bribery

AirTrunk Personnel, and those acting on AirTrunk’s behalf, must not be a party to any form of Bribery or related misconduct.
No AirTrunk Personnel will be penalised for providing a payment of benefit in circumstances where they fear imminent physical injury to themselves or another person if payment or benefit is not provided. If you find yourself in this situation, please ensure that you immediately report it in accordance with section 15 below. This will assist AirTrunk to monitor and address the risk of similar situations arising in the future.
Particular care must be taken when providing donations or any charitable donations on behalf of AirTrunk or in AirTrunk’s name, as donations can be used to disguise bribes.
Please refer to paragraph 1.5 for a summary of AirTrunk approvals required in connection with donations and other payments.

6. Prohibition on Facilitation Payments

Facilitation Payments are small payments, also called ‘speed’ or ‘grease’ payments, that are made to secure or expedite the performance of a routine or necessary action to which the payor is entitled. They are typically made to lower-level government officials to expedite routine services the government officials are obliged to perform. For example, a customs official at an international airport asks you to pay $20 in order for the official to process your paperwork for your entry into the country in a timely manner, the implication being that you will have to wait for the remainder of the day if you do not make the payment before being allowed through.
The definition of Facilitation Payments differs slightly from the definition of a bribe – in that the additional payment is for services for which the payor is entitled. The request for a Facilitation Payment is not an attempt to distort proper decision-making processes but rather to make it happen or to speed it up. Nevertheless, they are banned in a number of jurisdictions.
AirTrunk prohibits Facilitation Payments. AirTrunk Personnel, and persons acting on its behalf must not make these payments.
No AirTrunk Personnel will be penalised for providing a payment or benefit in circumstances where they fear imminent physical injury to themselves or another person if payment or benefit is not provided. If you find yourself in this situation, please ensure that you immediately report it in accordance with section 15 below. This will assist AirTrunk to monitor and address the risk of similar situations arising in the future.

7. Red flags

The following are some examples of red flags that you should look out for, as they suggest a risk of Bribery or Corruption. Although such red flags may not themselves constitute violations, they are warning signs that need to be taken seriously and investigated:
1. (Large retainer or success bonus) a contractor we are about to engage has asked for a large retainer to “get things started” or a “success bonus”;
2. (Excessive commissions) a new customer has asked us to use a particular agent that charges commission at an above-market rate;
3. (Lack of supporting documentation for invoice) a local consultant recently submitted an unusually high invoice for “services rendered” without supporting documentation or a description of the services provided;
4. (Request for donation) a government official has indicated that a large donation to a local charity, or his/her political party, will be “looked favourably upon” in the upcoming licence/permit renewal;
5. (Facilitation payments) a government official has asked for a small payment to be paid to him/her to speed up a basic administrative task like issuing a visa, giving customs clearance, or connecting a phone line.;
6. (Payments to unrelated bank accounts) a supplier has asked us to make payment to a bank account not registered in its name;
7. (Government officials) a consultant, contractor or other intermediary is an active or retired government official or is related to a government official, or the intermediary is owned in whole or in part by a government official or relative of a government official;
8. (Provision of “influence”) a consultant, contractor or other intermediary is new to the business or lacks the facilities or staff to perform customary services or can only contribute “influence”;
9. (Media reports of improper conduct) there have been public accounts in the media of actual or suspected improper conduct by a consultant, contractor or other intermediaries;
10. (Lack of good business practice) conduct by a consultant, contractor or other intermediary which is suspicious or inconsistent with good business practices;
11. (Refusal to comply with laws) refusal by a consultant, contractor or other intermediary to comply with anti-corruption laws and standards;
12. (Promises to “expedite” processes) promises by a consultant, contractor or other intermediary of being able to “expedite” normal business or bid processes;
13. (Request for cash payments) requests for commission or other payment to be made only in cash;
14. (Offer of gifts) a company wishes to win a major contract with AirTrunk and offers to purchase a car for an AirTrunk employee who can influence the tendering process; or
15. (Offer of donation) a wealthy client arranges for their company to make a significant ‘donation’ to a charity supported by AirTrunk, in return for a paid internship run by AirTrunk or other paid role within AirTrunk.

8. Practical guidance

If you are ever offered a bribe or are requested to make a Facilitation Payment, we have set out below a process for you to follow in rejecting and reporting the offer of a bribe or request for a Facilitation Payment:
1. (enquire) enquire as to the intention behind the requested payment or offer;
2. (refuse) if you consider it is a bribe, note that it would be against company policy for you to make the payment or accept the offer, and that you cannot discuss it further;
3. (reiterate) if they continue to discuss the matter, reiterate the above position at (2), request that they stop, and then walk away; and
4. (report) after the discussion, immediately report the matter to an Anti-bribery Officer – you may wish to do so in accordance with AirTrunk’s applicable Whistleblowing Policies (please see section 15 below).

9. Countries with higher risk

Each year, Transparency International (https://www.transparency.org/en) publishes a useful Corruption Perception Index. Staff can consult this Index to understand the perceived risks of corruption associated with particular countries.
You should take extra care in your due diligence prior to carrying out business in or with any countries flagged by Transparency International as having an unacceptable corruption rating (below 65). These countries present a much higher risk of Bribery.
As part of that due diligence, you should liaise with an Anti-bribery Officer and note the intention to do business with or in that country. The Anti-bribery Officer will also consider what further precautions should be put in place prior to conducting the business in or with the relevant country.

10. Donations

Please refer to paragraph 1.5 for a summary of AirTrunk approvals required in connection with donations.
Any charitable donations made on behalf of AirTrunk must:
1. be reasonable in value;
2. comply with all applicable local laws and regulations against bribery and corruption;
3. be used for legitimate purposes; and
4. reach the intended beneficiaries.
Following approval having been obtained in accordance with paragraph 1.5 (namely approval by the Chief Executive Officer), the Chief Marketing Officer in consultation with an Anti-bribery Officer as required must:
1. prior to making a donation, ensure adequate due diligence is undertaken to verify the identity of the beneficiary and the beneficiary’s intended use of the donation; and
2. following receipt of a donation by a beneficiary, seek to verify the proper end use of funds by requesting from the beneficiary an audit trail evidencing the movement of funds and that the funds were spent on legitimate goods and services.
Should the audit trail give rise to suspicions that the funds were not used as properly intended, this must be reported immediately as described in section 15 below.

11. Record keeping

AirTrunk’s Marketing Department is responsible for maintaining a record of all charitable and political donations made on behalf of AirTrunk.
All expenses and donations incurred on behalf of AirTrunk, including expenses associated with dealing with third party intermediaries and Government Officials (e.g., gifts, entertainment, reimbursement for legitimately incurred travel expenses, etc), must be properly documented and accurately recorded in accordance with AirTrunk’s policies and procedures. To the extent that gifts and entertainment are provided, these must be made in accordance with the Gifts and Entertainment Policy including seeking approval from an Anti-bribery Officer where required.
Proper documentation should include reasonable detail and at a minimum include:
1. supporting invoices and receipts;
2. the name of the person or organisation paid;
3. the reason for the payment in sufficient detail; and
4. the approval authority for the payment.
Some anti-corruption laws also contain provisions regarding the maintenance of books and records and prohibiting false entries and other means of deceptive accounting which could be employed to hide the use of monies for bribery. Large penalties for both companies and individuals can apply if these laws are breached. At AirTrunk the falsification of accounting entries and other means of deceptive accounting is strictly prohibited.

12. Due Diligence on Suppliers, Joint Ventures, Consultants / Agents and Beneficiaries

When appointing a new supplier:
1. adequate due diligence (including via AirTrunk’s Supply Chain Assurance Program) should be performed on the new supplier in relation to its approach to addressing any instances of bribery and corruption in its operations and any past misconduct in connection with bribery or corruption; and
2. the new supplier must be made aware of this Policy and the significance that AirTrunk places on it.
When appointing an agent or consultant to act on behalf of AirTrunk:
1. the agent / consultant must comply with the standards noted in this Policy;
2. adequate due diligence should be performed on the new agent / consultant in relation to its approach to addressing any instances of bribery and corruption in its operations and any past misconduct in connection with bribery or corruption; and
3. the agent / consultant must be made aware of this Policy and the significance that AirTrunk places on it.
The following procedures should be implemented in relation to joint venture arrangements:
1. where AirTrunk controls the joint venture, the parties to the joint venture must comply with the standards noted in this Policy; and
2. where AirTrunk does not control the joint venture, the other party to the joint venture should be:
  1. made aware of this Policy, and the significance that AirTrunk places on it; and
  2. encouraged to apply the same standards envisaged by this Policy to the operations of the joint venture.
Until such time as the supplier, joint venture, agent / consultant or beneficiary relationship ends, due diligence and screening efforts must continue on a periodic basis, and at least annually.

13. Training

The following persons must complete training in this Policy at such times as required by AirTrunk:
1. AirTrunk Personnel; and
2. any person, acting on behalf of AirTrunk, on a project that spans more than six months.
All new AirTrunk Personnel must complete training in this Policy within three months of starting in their role.

14. Anti-bribery Officer

The Anti-bribery Officers are responsible for overseeing the implementation and compliance of this Policy. If you have any questions about this Policy, please contact an Anti-bribery Officer.

The Anti-bribery Officers are:

*Name*	*Position*	*Contact details*
Lisa Cheng	Chief Legal Officer	Lisa.Cheng@airtrunk.com
If Lisa Cheng (Chief Legal Officer) is unavailable, please contact:
Lauren Castledine	Head of Legal – Australia, Singapore, Hong Kong	Lauren.Castledine@airtrunk.com
Dai Tajima	Head of Legal – Japan	Dai.Tajima@airtrunk.com

The Anti-bribery Officers will:
1. ensure this Policy is easily accessible to AirTrunk Personnel and persons acting on its behalf;
2. oversee AirTrunk’s anti-bribery programme;
3. ensure compliance with AirTrunk’s anti-bribery training programmes;
4. monitor the effectiveness of this Policy; and
5. report as required to the Board regarding the effectiveness of this Policy whilst observing any obligations of confidence at law and under any applicable AirTrunk whistleblowing policy.

15. How to raise concerns

If you become aware of any information that gives you concerns about bribery or corruption related to AirTrunk, including a breach of this Policy, please alert an Anti-bribery Officer as soon as possible.
In raising your concern, you may wish to follow the whistleblowing process applicable to your circumstances (see AirTrunk’s website for more details on AirTrunk’s Whistleblowing Policies). AirTrunk’s online whistleblowing platform (accessible via: https://www.whistleblowingservice.com.au/airtrunk/) allows you to raise concerns anonymously if desired.
AirTrunk is committed to protecting genuine whistle-blowers, acting in good faith, from reprisals or personal disadvantage as a result of reporting concerns pursuant to this Policy. Such protections are an essential element of creating an environment in which all AirTrunk Personnel and third parties are comfortable reporting any improper conduct internally. This protection is in addition to any rights and protections legally conferred on a person making such a report.

16. Consequences for breaching this policy

AirTrunk has zero tolerance for conduct in violation of this Policy. Failure to comply with this Policy to be a serious matter which may lead to disciplinary action, up to and including dismissal. Conduct in violation of this Policy may also breach applicable anti-corruption laws and result in criminal or civil penalties, including fines and imprisonment.
AirTrunk Personnel must cooperate fully and openly with any investigation by AirTrunk into alleged or suspected corrupt activity or breach of this Policy. Failure to cooperate or to provide truthful information is a breach of this Policy.
The Board will be kept informed of any material breaches of this Policy.

17. Changes to this Policy

We may change this Policy from time to time.
Any changes to this Policy will be communicated to you.

18. Related Policies

Associated AirTrunk policies include:
1. Gifts and Entertainment Policy;
2. Global Whistleblowing Policy;
3. Australian Whistleblowing Policy;
4. Japanese Whistleblowing Policy; and
5. Code of Ethics and Business Conduct.