Cremorne Capital Limited Policies and Procedures Chapter
Document Number
Section
Revised Date
Subject
Page Number
OTHER LEGISLATIVE REQUIREMENTS Bribery, Corruption, Slavery Anti-Bribery, Corruption and Modern Slavery Policy Lowell Resources Fund (A.R.S.N. 093 363 896)
702-5
30/6/2021 Page 1 of 5
Purpose of this Policy Cremorne Capital Limited (CCL) is committed to conducting its business in accordance with all applicable laws and regulations and in accordance with the values set out in CCL’s Code of Conduct. CCL is the Responsible Entity of listed investment trust, Lowell Resources Fund (ASX:LRT). The purpose of this Policy is to: • set out CCL’s position on bribery, corruption and modern slavery, the responsibilities of employees to observe and uphold this position; and • inform employees and provide guidance on how to recognize and deal with instances of bribery, corruption and modern slavery. This Policy applies to all directors, officers and employees of CCL, as well as any contractors that may be engaged by CCL from time to time (CCL Personnel). Regulatory Framework (a) (b) (c) (d) (e) (f)
Criminal Code Act 1995 (Cth) Crimes Act 1914 (Cth) Proceeds of Crime Act 2002 (Cth) Corporations Act 2001 (Cth) Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) Modern Slavery Act 2018
Prohibited conduct (a) Bribery It is against the law to offer, pay or receive a bribe, regardless of whether such payment is made directly or indirectly. CCL Personnel must not, and must not cause any another person to, engage in conduct that amounts to bribery. Bribery involves offering, giving or promising a benefit (monetary or otherwise) with the intention of improperly influencing another person for the purpose of obtaining a business advantage or as an inducement for the improper exercise of that person’s function. This prohibition applies to benefits provided to both private third parties and government officials. Examples of non-monetary benefits includes gifts, political or charitable donations, loans, business or employment opportunities and reciprocal favours. In general, political and charitable donations are not prohibited by this Policy, provided they are not made with the intention of inappropriately influencing any decision or to gain a business advantage not legitimately due. Cremorne Capital Ltd (ACN 006 844 588) (AFSL 241175)
Cremorne Capital Limited Policies and Procedures Chapter
Document Number
Section
Revised Date
Subject
Page Number
OTHER LEGISLATIVE REQUIREMENTS Bribery, Corruption, Slavery Anti-Bribery, Corruption and Modern Slavery Policy Lowell Resources Fund (A.R.S.N. 093 363 896)
702-5
30/6/2021 Page 2 of 5
(b) Facilitation payments, secret commissions and other forms of corruption CCL Personnel must not provide, or encourage the provision of, facilitation payments or secret commissions. A facilitation payment involves an unofficial payment to a government official to enable and/or accelerate the performance of some governmental action (for example, obtaining official documentation or permits). A secret commission involves the offer or provision of a commission to an agent of another person that is not disclosed by that agent to its principal, where the payment is made to influence the conduct of that agent in relation to the business of the principal. In addition, CCL Personnel must not engage in any other act of corruption, including, but not limited to, fraud, embezzlement, money laundering and kickbacks. (c) Gifts and entertainment This Policy recognizes that certain gifts and corporate entertainment/hospitality are provided as part of normal and appropriate business relationships. While such conduct is not prohibited by this Policy, CCL Personnel must ensure that they comply with CCL’s Code of Conduct when accepting or offering to provide any gifts or corporate entertainment/hospitality. If any CCL Personnel are unsure about the appropriateness of gifts or entertainment, they should first raise the conduct with the Compliance Manager. In particular, CCL Personnel should not provide gifts or entertainment to government officials without first seeking the approval of the Compliance Manager, as in some circumstances this could be considered bribery. Further details relating to Gifts and Entertainment are included in Policy 201-4 Gifts Policy. (d) Modern Slavery Under the reporting requirement of the Modern Slavery Act 2018, certain large entities must publish annual Modern Slavery Statements describing their actions to assess and address modern slavery risks. The reporting requirement applies to commercial and not for profit entities with annual consolidated revenue of at least AU$100 million. CCL is not a reporting entity under the above definition, and is not required to publish a Modern Slavery Statement. However, CCL may fall within the supply chain of various entities investing in its products, and therefore may be required to report its compliance with the Act to those entities. Cremorne Capital Ltd (ACN 006 844 588) (AFSL 241175)
Cremorne Capital Limited Policies and Procedures Chapter
Document Number
Section
Revised Date
Subject
Page Number
OTHER LEGISLATIVE REQUIREMENTS Bribery, Corruption, Slavery Anti-Bribery, Corruption and Modern Slavery Policy Lowell Resources Fund (A.R.S.N. 093 363 896)
702-5
30/6/2021 Page 3 of 5
It is therefore important that staff are aware of the nature of modern slavery and the need to ensure that CCL’s own supply chain does not include entities or nations that undertake or support slavery practices. What is modern slavery? The term modern slavery is used to describe situations where coercion, threats or deception are used to exploit victims and undermine or deprive them of their freedom. Modern slavery is only used to describe serious exploitation. It does not include practices like sub-standard working conditions or underpayment of workers. However, these practices are also illegal and harmful and may be present in some situations of modern slavery. These practices may also escalate into modern slavery if not addressed. The Australian Modern Slavery Act 2018 (the Act) defines modern slavery as including eight types of serious exploitation: 1. trafficking in persons; 2. slavery; 3. servitude; 4. forced marriage; 5. forced labour; 6. debt bondage; 7. deceptive recruiting for labour or services; and 8. the worst forms of child labour. The worst forms of child labour means situations where children are subjected to slavery or similar practices, engaged in hazardous work, or used to produce or traffic drugs. Investments & modern slavery In determining appropriate investments for CCL clients, in the absence of any appropriate mitigating factors and in accordance with CCL’s Environmental, Social and Governance principles, the following rules will be applied: 1. If the Investment Team become (or are aware) of the potential investment entity being in breach of the Modern Slavery Act (or related exploitation provisions as defined above), it will not undertake investment in that entity or its directly related entities; and 2. If the Investment Team become (or are aware) of an existing entity being held by any of its clients being in breach of the Modern Slavery Act (or related exploitation provisions as defined above), it will re-assess the investment in that entity in accordance with the ESG principles. Factors assisting CCL’s Investment Team becoming aware of Modern Slavery Act breaches will include: Cremorne Capital Ltd (ACN 006 844 588) (AFSL 241175)
Cremorne Capital Limited Policies and Procedures Chapter
Document Number
Section
Revised Date
Subject
Page Number
OTHER LEGISLATIVE REQUIREMENTS Bribery, Corruption, Slavery Anti-Bribery, Corruption and Modern Slavery Policy Lowell Resources Fund (A.R.S.N. 093 363 896)
702-5
30/6/2021 Page 4 of 5
1. Articles in major press publications available in office; 2. Updates from Compliance (sourced from regulators); 3. Meetings with personnel of companies invested in (or potentially invested in) for CCL clients; and 4. Feedback from clients. What we do to monitor prohibited conduct Whenever any CCL Personnel, engage a third party to act for or on behalf of CCL, controls and procedures need to be implemented to obtain comfort that the third party is and will continue to be compliant with its obligations (including in relation to bribery, corruption and modern slavery) and that their actions will not adversely affect CCL. In this context, “third parties” includes any current or future agents, clients, distributors, intermediaries, suppliers, purchasers or contractors. Please refer to the Outsourcing Policy for further information about the due diligence process for the selection and ongoing monitoring of third parties in relation to the matters referred to in this Policy. CCL Personnel must not provide money to a third party if they know or suspect that the third party may use or offer some or all of that money as a bribe. It is important to note that the scope of this policy also includes matters occurring internally within CCL. The mechanisms for reporting such conduct are found in “Reporting inappropriate conduct” below. Responsibility for monitoring compliance with this Policy is set out in the relevant Risk Matrices and is overseen by the Compliance Committee. Reporting inappropriate conduct All CCL Personnel are encouraged to report any improper conduct they believe to be in breach of this Policy. Reports can be made under this Policy to the Compliance Manager. CCL will take appropriate steps to ensure that all matters are dealt with confidentially. CCL will ensure that CCL Personnel do not suffer any disadvantage as a result of reporting conduct in good faith in accordance with this Policy. Record keeping CCL must maintain appropriate and accurate records in relation to all dealings with third parties, including expenditure on gifts and entertainment. The Compliance Committee will periodically review the effectiveness of the system of controls and reporting undertaken to comply with this Policy.
Cremorne Capital Ltd (ACN 006 844 588) (AFSL 241175)
Cremorne Capital Limited Policies and Procedures Chapter
Document Number
Section
Revised Date
Subject
Page Number
OTHER LEGISLATIVE REQUIREMENTS Bribery, Corruption, Slavery Anti-Bribery, Corruption and Modern Slavery Policy Lowell Resources Fund (A.R.S.N. 093 363 896)
702-5
30/6/2021 Page 5 of 5
Breach of this Policy Certain breaches of this Policy may result in both civil and criminal liability for persons involved and for the company. CCL will treat all breaches of this Policy seriously and CCL Personnel involved in any inappropriate conduct may be subject to disciplinary action, including termination of employment.
Implications Cremorne will be responsible for: •
Communicating this policy to employees; and
•
Monitoring the implementation of this policy.
Review of Policy The Compliance Manager reviews this policy annually.
Administration of Policy The Board administers this policy.
Board Approval / Attestation This policy and any amendments to it are to be approved by the Board.
Cremorne Capital Ltd (ACN 006 844 588) (AFSL 241175)