Policies — Note Printing Australia

IN THIS SECTION:

COMPLIANCE

Anti-Bribery and Corruption Policy

1. Policy Statement

1.1. It is Note Printing Australia Limited’s (NPA) objective and policy to conduct all of our business in an honest and ethical manner and in full compliance with the law, including any applicable anti-bribery and anti-corruption laws in countries where NPA does business.

1.2. We have no risk appetite for NPA, NPA Personnel or any Third Party acting as Contracted Service Provider to NPA to engage in Bribery and Corrupt Conduct. We are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate, and to implementing and enforcing effective systems to counter the risk of any Bribery and Corrupt Conduct.

1.3. Bribery and Corrupt Conduct are morally wrong and illegal and can result in serious reputational damage to NPA. They can also expose NPA, NPA Personnel and Third Parties acting as Contracted Service Providers to NPA to investigations, fines and other penalties including imprisonment.

1.4. The purpose of this policy is to:

(a) set out the responsibilities of NPA Personnel and Third Parties acting as Contracted Services Providers to NPA in observing and upholding the prohibition on Bribery and Corrupt Conduct;

(b) ensure NPA Personnel and Third Parties acting as Contracted Services Providers to NPA are aware of and do not engage in Corrupt Conduct as defined in section 4; and

(c) set out NPA’s position on how to recognise, and how NPA Personnel must deal with, any instances of Bribery and Corrupt Conduct.

2. Scope

2.1. This policy applies to all NPA Personnel and Third Parties engaged by NPA as a Contracted Service Provider to NPA, including their employees and suppliers who are responsible for carrying out functions or providing goods or services under a Commonwealth contract.

2.2. This policy shall be communicated to relevant Third Parties at the outset of our business relationship and/or as appropriate thereafter. Where contractual or other arrangements are being negotiated with Third Parties, the relevant NPA Personnel must ensure that the written arrangements include appropriate Anti-Bribery and Corruption obligations on Third Parties, as set out in paragraph 10.5.

2.3. This policy applies in all countries or territories where NPA operates.

2.4. Where local customs, standards, laws or other local policies apply that are stricter than a provision of this policy, the stricter rules must be complied with. However, if this policy stipulates stricter rules than local customs, standards, laws or other local policies, the stricter provisions of this policy shall apply.

2.5. This policy is not intended to impose additional legally binding obligations on NPA.

3. FREQUENCY OF REVIEW

This policy is reviewed on an annual basis.

4. Definitions

“Bribery”: Occurs when one person or organisation offers, pays, seeks or accepts a payment, Gift, favour, or a financial or other advantage from another person or organisation to influence a business outcome improperly, to induce or reward improper conduct or to gain any improper commercial, contractual, regulatory or personal advantage. It can be direct or indirect through Third Parties.

“Commonwealth contract”: includes any arrangement, agreement, deed or understanding entered into with NPA for the provision of goods or services to NPA:

(a) to which NPA is a party; and

(b) under which goods or services (or both) are to be, or were to be, provided:

(i) to NPA; or

(ii) in connection with the activities of NPA.

“Contracted Service Provider”: is

(a) a person (other than the Commonwealth or a Commonwealth agency) who:

(i) is a party to the Commonwealth contract; and

(ii) is responsible for the provision of goods or services (or both) under the Commonwealth contract; or

(b) a person who:

(i) is a party to a contract (the subcontract) with a person who is a contracted service provider for the Commonwealth contract under paragraph (a) (or under a previous application of this paragraph); and

(ii) is responsible under the subcontract for the provision of goods or services (or both) for the purposes (whether direct or indirect) of the Commonwealth contract.

“Conflict of Interest”: occurs when:

(a) an individual‘s private or personal interests have the potential to influence the way they perform their duties at work; or

(b) an organisation has multiple differing interests, one of which could possibly corrupt or be detrimental to, or be perceived to corrupt or be detrimental to, another such interest.

A conflict of interest may be financial or non-financial in nature.

“Corrupt Conduct”: includes:

(a) any conduct of any person (whether or not a Public Official) that adversely affects, or that could adversely affect, either directly or indirectly:

§ the honest or impartial exercise of any Public Official’s powers as a Public Official; or

§ the honest or impartial performance of any Public Official’s functions or duties as a Public Official;

(b) any conduct of a Public Official that constitutes or involves a breach of public trust;

(c) any conduct of a Public Official that constitutes, involves or is engaged in for the purpose of abuse of the person’s office as a Public Official; and

(d) any conduct of a Public Official, or former Public Official, that constitutes or involves the misuse of information or documents acquired in the person’s capacity as a public official.

Note: This definition is intended to be complementary and mutually reinforcing, rather than mutually exclusive, and a particular instance of corrupt conduct may be covered by more than one part of the definition of corrupt conduct.

“Criminal Code”: means the Criminal Code Act 1995 (Cth).

“Donation”: A Donation is a voluntary contribution in the form of a monetary or non-monetary Gift to a fund or cause for which no return service or payment is expected or made. Contributions to industry associations or fees for memberships in organisations that serve business interests are not necessarily considered Donations.

“Facilitation Payments”: A form of Bribery in which payments are made with the purpose of expediting or facilitating the performance by a Public Official of a routine governmental action and not to obtain or retain business or any other undue advantage. Facilitation payments are typically demanded by low level and low income Public Officials in exchange for providing services to which one is legally entitled without such payments.

“Foreign Public Official”: has the meaning given in section 70.1 of the Criminal Code. The definition is broad and includes:

· an individual who performs official duties under a foreign law;

· an employee of a foreign public enterprise;

· an employee or official of a public international organisation;

· an employee or official of a foreign government;

· an authorised intermediary of a public official (or a person who represents themselves to be so);

· a member of the executive, legislature or judiciary of a foreign country, including heads of state, ministers and their staff;

· an individual holding an official post as a result of a local custom;

· an individual standing or nominated as a candidate to be a foreign public official; and

· an individual providing a public service as defined in the foreign country’s domestic law.

“Gift”: An item given/received without the expectation of payment in return.

“Hospitality”: The provision of entertainment (including meals or attendance at a cultural, social or sporting event) without the expectation of payment.

“Invitation”: An offer to attend a social or cultural function, or sporting event without the expectation of payment in return.

“Intermediary”: Includes but is not limited to Agents, distributors, consultants, sales representatives (who are not employees of NPA), implementation partners and sales partners.

“Kickback”: A form of negotiated Bribery in which a portion of a payment made is returned in exchange for the giving of an undue advantage.

“NPA Personnel”: All individuals working for, or with, NPA at all levels and grades, including senior managers, officers, directors, independent audit committee members, employees (whether permanent, fixed-term, casual or temporary), contractors, trainees, seconded staff and interns.

“Public Official”: officials or employees of any government or other public body, agency or legal entity, at any level, including:

(a) parliamentarians;

(b) staff members of a Commonwealth agency such as officers or employees of state-owned enterprises; and

“Sanctions Law”: A law which restricts trade or prohibits other transactions with particular countries, individuals or entities and which has been imposed by Australia, the United Nations or by any country with or in which NPA does business or which otherwise applies to NPA Personnel.

“Sponsorship”: An arrangement to partner with external organisations to deliver mutual benefits through an exchange of monies, products, services, content or other intellectual property.

“Third Party”: Any external individual or organisation that any NPA Personnel come into contact with during the course of work for NPA. This includes actual and potential customers, suppliers, business contacts, Intermediaries, government and public bodies, including their advisors, representatives and officials, politicians and political parties. This also includes third party foreign contractors based overseas.

5. Gifts, Invitations and Hospitality

5.1. The provision and/or receipt of Gifts and/or Hospitality of modest value at appropriate times to/from Third Parties is a common business practice. NPA’s Gifts, Invitations and Hospitality Policy and Donations and Sponsorship Policy provide detailed guidelines under which such Gifts, Invitations and Hospitality and Donations and Sponsorship can be offered and/or received.

5.2. NPA Personnel and any Third Party who are is Contracted Service Provider to NPA under a Commonwealth contract must read and act in accordance with these policies before offering, accepting or receiving any Gifts, Invitations, Hospitality, Donations and Sponsorship to/from Third Parties.

6. Facilitation Payments and Kickbacks

6.1. In many jurisdictions, making Facilitation Payments is illegal. NPA will not make, and will not accept, Facilitation Payments or Kickbacks of any kind anywhere in the world.

6.2. Where a Facilitation Payment is being extorted or you are being coerced to pay it and/or your safety or liberty is under threat, NPA Personnel or employees of a Third Party who is a Contracted Service Provider to NPA are permitted to pay the Facilitation Payment, however this Facilitation Payment must be reported to the Chief Executive Officer (CEO) of NPA as soon as possible after the Facilitation Payment is made.

6.3. To avoid any potential for sales Intermediaries to bring NPA into disrepute, it is NPA’s policy to not utilise sales Agents or any Third Party Intermediaries to represent NPA in direct discussions with the customer around the selling of goods or services.

7. Responsibilities of NPA Personnel and Third Parties who are Contracted Service Providers

7.1. It is unacceptable for any NPA Personnel or Third Parties who are Contracted Service Providers to NPA (or someone on their behalf) to:

(a) engage in Bribery or Corrupt Conduct, including;

misuse of information or documents that they have or had access to because of their role as a Public Official;
engage in improper acts or omissions in their official capacity, including failing to declare a Conflict of Interest;
engage in acts that intend to gain a benefit for themselves or another person or cause detriment to another person;
do something that adversely affects a Public Official’s honest or impartial exercise of powers or performance of official duties;

(b) make plans to engage in Bribery or Corrupt Conduct;

(c) accept payment from a Third Party that they know, or suspect, is offered with the expectation that it will obtain a business advantage for them, NPA or any other person;

(d) threaten, pressure or retaliate against other NPA Personnel or employees of a Third Party who is a Contracted Service Provider to NPA who has/have refused to commit Bribery or Corrupt Conduct or who have raised concerns about allegations of Bribery or Corrupt Conduct under this policy;

(e) engage in any activity that might lead to a breach of this policy or perceived breach of this policy; or

(f)engage in any practice that could constitute the Australian offence of bribing a Foreign Public Official under the Criminal Code.

7.2. It is the responsibility of all NPA Personnel and Third Parties who are Contracted Service Providers to ensure that all accounts, invoices, memoranda and other documents and records relating to dealings with Third Parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept ‘off-book’.

7.3. The prevention, detection and reporting of any form of Bribery and Corruption is the responsibility of all NPA Personnel and Third Parties who are Contracted Service Providers. You must notify one of the CEO, the Chief Financial Officer (CFO) or the Chair of the Board of NPA (Chair) as soon as possible if you:

(a) are offered a bribe, are asked to make a bribe, suspect that this may happen in the future, or believe that you are a victim of another form of unlawful activity, including Bribery or Corrupt Conduct;

(b) become aware of an actual, potential or perceived Conflict of Interest;

(c) become aware of any instance, or suspicion, of Bribery, Corrupt Conduct or conduct that may be unlawful, including where an NPA Personnel or a Third Party who is a Contracted Service Provider has misused information or documents that they have or had access to because of their role as a Public Official; or

(d) become aware of any instance, or suspicion, of Bribery of a Foreign Public Official.

If appropriate in the particular circumstances, NPA Personnel or Third Parties who are Contracted Service Providers may decide to report any such behaviour via the FairCall Hotline (1800 500 956), in accordance with the Whistleblower Protections Policy.

7.4 All NPA Personnel and Third Parties who are Contracted Service Providers to NPA have the responsibility to read, understand and comply with this policy. You should at all times avoid any activity that might lead to, or suggest, a breach of this policy.

7.5. Any NPA Personnel who breach this policy will face disciplinary action, which could result, for an employee of NPA in dismissal for gross misconduct, in accordance with NPA’s Discipline Policy, or in the case of a labour hire worker may result in termination of their placement with NPA, or in the case of a contractor may result in termination of the relevant engagement and for a Contracted Service Provider, termination of the contract with NPA.

7.6. This policy should be read in conjunction with NPA’s Gifts, Invitations and Hospitality Policy, Donations and Sponsorship Policy, Dealing with Customers Policy and the Code of Conduct.

FURTHER "RED FLAGS" THAT MAY INDICATE BRIBERY OR CORRUPTION ARE SET OUT IN APPENDIX 1.

8. Protection

8.1. NPA Personnel who refuse to take part in Bribery or Corrupt Conduct and who report in good faith under this policy their suspicion that actual or potential Bribery and Corrupt Conduct has taken place or may take place in the future will be protected from detrimental treatment/retaliation in accordance with NPA’s Whistleblower Protections Policy. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern.

9. SANCTIONS

9.1. NPA prohibits the making of any payment or engaging in any transaction that is in breach of any Sanctions Law. Examples of such conduct include (without limitation):

(a) the provision or receipt of any payment or other benefit, directly or indirectly, to or from any individual or entity that is subject to a Sanctions Law; and

(b) activities connected with a designated country or designated thematic issue which are prohibited by a Sanctions Law (including in response to the Minister for Foreign Affairs’ imposition of targeted financial sanctions and asset freezes against individuals and entities).

9.2. NPA also prohibits engaging or continuing to engage with a Third Party where it is expected or likely that the nature of the engagement may breach a Sanctions Law.

9.3. As at the date of this policy, Australia implements the sanctions regimes shown in the diagram below:

9.4. Australian law establishes serious criminal offences for giving false or misleading information in connection with the administration of a Sanctions Law. These offences are punishable by up to 10 years in prison and/or a fine of 2500 penalty units (up to $782,500 as of 1 July 2023).

9.5. The penalties for foreign bribery offences are found in section 70.2 of the Criminal Code. For an individual, the penalty is imprisonment for a maximum of 10 years, a maximum fine of 10,000 penalty units, or both. For a corporation, the maximum penalty is the greater of:

(a) 100,000 penalty units;

(b) if the value of the benefit can be determined – three times the value of the benefit obtained; or

9.6. Sanctions Law is subject to regular changes. If you are in any doubt as to whether a Sanctions Law applies in a particular situation (including in any circumstance where there is any concern over thematic conduct including violations or abuses of human rights, serious corruption, violations of humanitarian law, malicious cyber activity, proliferation of weapons of mass destruction or threats to international peace and security) you should consult with the CEO or CFO, and they will determine whether it is necessary to seek advice from NPA’s legal advisers.

10. Governance

10.1. The board of directors of NPA has overall responsibility for ensuring this policy complies with NPA’s legal and ethical obligations, and that all those under our control comply with it.

10.2. The CEO, assisted by the CFO, has primary and day-to-day responsibility for implementing this policy and for monitoring its use and effectiveness. Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it. This training shall also be given to Third Parties who are Contracted Service Providers to NPA and Intermediaries where possible and appropriate.

10.3. If the CEO becomes aware of an instance of Bribery or Corrupt Conduct within NPA, they have a mandatory reporting obligation to report it to the National Anti-Corruption Commission as soon as reasonably practicable if all of the following apply:

(a) the corruption issue concerns the conduct of a person who is, or was, a staff member of NPA while that person is, or was, a staff member of NPA, and

(b) the CEO suspects the issue could involve serious or systemic corrupt conduct as defined under the National Anti-Corruption Commission Act 2022 (Cth).

10.4. NPA is an accredited member of the Banknote Ethics Initiative (“BnEI”), which is an international initiative focused on the prevention of corruption and on compliance with competition laws within the banknote industry. As an accredited member, NPA must adhere to a BnEI’s strict Code of Ethical Business Practice (“BnEI Code”) and NPA may be subject to audit activity in the future to ensure compliance with the BnEI Code. The preparation of this policy and ensuring NPA Personnel are informed and understand their obligations under this policy are requirements under the BnEI Code.

10.5. As part of NPA’s accredited membership of the BnEI, and to ensure that its legal and ethical obligations are made clear to and (to the extent possible) are enforceable as against Third Parties, all contractual arrangements entered into with Third Parties must, unless otherwise approved by the CEO or CFO, contain Bribery and Corrupt Conduct warranties from the counterparty. This means that the counterparty will warrant, among other things, that it complies with Bribery and Corrupt Conduct laws. If you are in any doubt as to whether such warranties should be included in a document (or in what form), you must contact your Manager who will, if appropriate, seek confirmation from the CEO, CFO or NPA’s legal advisers.

APPENDIX 1

'Red Flags'

The following is a list of potential breaches of policy or “red flags” that may arise during the course of your work and which may raise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only.

If you encounter any of these red flags while working for NPA, you must report them promptly to your direct manager, CFO or the CEO:

(a) you become aware that a Third Party engages in, or has been accused of engaging in, improper business practices;

(b) if the Third Party refuses to divulge adequate information during onboarding, due diligence or “know your customer” procedures;

(c) you learn that a Third Party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a “special relationship” with foreign Public Officials;

(d) a Third Party insists on receiving a commission or fee or any other form of payment before committing to sign up to a contract with NPA, or carrying out a government function or process for NPA;

(e) a Third Party requests payment in cash or cryptocurrency and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;

(f) a Third Party requests that payment is made to a country or geographic location different from where the Third Party resides or conducts business;

(g) a Third Party requests an unexpected additional fee or commission to “facilitate” a service;

(h) a Third Party demands lavish Gifts, Invitations or Hospitality before commencing or continuing contractual negotiations or provision of services;

(i) a Third Party requests that a payment is made to “overlook” potential legal violations;

(j) a Third Party requests that you provide employment or some other advantage to a friend or relative;

(k) a Third Party requests that you make a financial contribution or donation to a political party or charity of their choice before agreeing to undertake a business relationship with NPA;

(l) you receive an invoice from a Third Party that appears to be non-standard, customised or to require payment to an entity different to that NPA has contracted with;

(m) a Third Party refuses to put terms agreed in writing (or to confirm in writing their agreement to such terms);

(n) you notice that NPA has been invoiced for a commission or fee payment that appears large given the service stated to have been provided or that differs from the fee agreed by NPA in the written contract;

(o) a Third Party requests or requires the use of an Agent, Intermediary, consultant, distributor or supplier that is not typically used by or known to NPA; or

(p) you are offered a generous Gift, Invitation or offered lavish Hospitality by a Third Party.

FairCall

The FairCall service, run by KPMG, provides Note Printing Australia employees with an independently monitored, external, anonymous service to report their concerns of possible fraudulent or unethical conduct.

There is a toll-free hotline service which will be monitored by trained and experienced professionals.

The phone number is 1800 500 965.

Calls will be received on recognised business days between 7:00 am and 6:00 pm (EST).

Note Printing Australia employees are able to utilise the email address faircall@kpmg.com.au

Obviously this may restrict the ability of the caller to remain anonymous, however the independent service provider will ensure all details are kept confidential.

Note Printing Australia employees are able to mail reports or additional information to a secure mailbox at the following address:

The FairCall Manager

KPMG Forensic

PO Box H67

Australia Square, Sydney NSW 1213

Compliance - Competition and Consumer Act 2010

Policy

The Competition and Consumer Act 2010 (Cth) (CCA) policy seeks to ensure that Note Printing Australia Limited (NPA) complies with its obligations, arising under the CCA.

Compliance with the CCA is a legal requirement, which involves NPA complying with the obligation to operate fairly, without collusion and without unfairly using NPA’s position of power.

Significant penalties apply to both companies, and their representatives personally, for breaches of the CCA. In many cases, the maximum pecuniary penalty for a contravention of the CCA by an individual is $2.5 million, and for a corporation, the maximum pecuniary penalty is $50 million.

Scope

This policy applies to all NPA Personnel. For the purposes of this policy, NPA Personnel includes all individuals working for or with NPA at all levels and grades, including senior managers, officers, directors, employees (whether permanent, fixed-term, casual or temporary), contractors, trainees, seconded staff and interns.

This policy is not intended to impose legally binding obligations on NPA.

FREQUENCY OF REVIEW

This policy is reviewed on an annual basis.

RAISING OF ISSUES OR CONCERNS

All relevant NPA Personnel are required to read this policy carefully and raise any issue of concern regarding a matter arising or potentially arising under this policy or the CCA with any one of the following:

· their manager;

· the Chief Executive Officer (CEO);

· the Chief Financial Officer (CFO); or

· the Chair of the Board of NPA (Chair).

NPA Personnel should also refer to NPA’s Whistleblower Protections Policy as required.

NPA COMPLIANCE PROGRAM

This policy is part of NPA’s compliance program and is designed to assist NPA to:

· identify and reduce the risk of breaching the CCA;

· remedy any breach that may occur; and

· create a culture of compliance within the organisation.

The compliance program reduces corporate and personal risk in three key areas:

Prevention

If all NPA Personnel are aware of the requirements of the relevant laws, we are less likely to find ourselves in a situation where a breach of the CCA is alleged.

Defence

In some situations, the existence of a compliance policy and implementation of a program may assist in establishing a defence to an alleged breach of the CCA.

Mitigation

The existence of a compliance policy and implementation of a program is likely to be very relevant to any penalty imposed for a breach of the CCA. The courts are more likely to impose a greater or maximum penalty when there is no compliance regime or a poor or ineffective one.

2. Compliance with the Legislation

All NPA Personnel must comply with the CCA at all times.

A failure to do so will lead to serious consequences. Inadvertent breaches may result in disciplinary action. Wilful or reckless breaches of this policy by an employee may result in disciplinary action up to and including termination of employment, or in the case of a labour hire worker may result in termination of their placement with NPA, or in the case of a contractor may result in termination of the relevant engagement.

The CCA prevents NPA from covering the cost of civil penalties that may be imposed against NPA Personnel for breaching the CCA or the associated legal costs awarded against NPA Personnel who have breached the CCA.

The Corporations Act 2001 (Cth) prevents NPA from indemnifying a person, whether by agreement or by making a payment and whether directly or through someone else, against liabilities owed to NPA or a related body corporate or to some other person that did not arise out of conduct in good faith, for criminal penalties or for legal costs incurred in defending an action for any such liabilities.

3. Getting help

If you have a query about the CCA or its application to a particular situation that arises in relation to your work, you can raise it with one of the persons listed in the raising of issues or concerns section of this policy. That person will then answer the query or seek assistance from senior management and/or NPA’s legal advisers.

This requirement is not only designed to ensure that NPA minimises its risk, but also to allow the burden of handling a difficult situation to pass to those who are best able to deal with it.

4. TIPS

· Behave fairly and in good faith when dealing with suppliers and customers.

· If an objective observer might consider your conduct to be unfair or unethical, think twice and seek advice. If you are unsure whether proposed conduct is unfair or unethical, you should seek advice from your immediate manager.

· Avoid communication with competitors that is unnecessary or inappropriate or which involves discussion regarding competitive pricing or future sales matters.

· Do not destroy documents without considering whether they might be needed in actual or anticipated litigation. If you are unsure whether a document is safe to be destroyed, you should seek advice from your immediate manager.

Section A: Competition and Consumer Act

4. General

4.1 Purpose of the CCA

The object of the CCA "is to enhance the welfare of Australians through the promotion of competition and fair trading and provision for consumer protection".

Thus, the CCA is designed principally to achieve two objectives. First, to ensure that corporations operate competitively, without collusion and without unfairly using their power, whether that power is acquired by size or otherwise. Second, that companies behave fairly in transactions (particularly with consumers).

4.2 Liability

In some cases, in determining whether there has been a breach of the CCA, the intention of a party is irrelevant. In such cases, the courts will generally only look at the effect of the behaviour of a company and its representatives in determining liability irrespective of whether the prohibited behaviour is intentional.

4.3 Record keeping

The Australian Competition and Consumer Commission (ACCC) has very wide powers to require companies and individuals to furnish information and produce financial and other records. This will include computers, file notes, letters, emails and diary entries. The ACCC can require individuals to be interviewed under examination about such documents and any other matters relating to a possible contravention of the CCA.

You must never destroy documents with a view to concealing a possible contravention of the CCA. This is important for the following reasons (among others):

· NPA would regard that as a very serious breach of duty and would take disciplinary action in respect of it;

· it is rare for there not to be copies of documents destroyed or references to them and the fact of destruction will likely be discovered and adverse inferences drawn; and

· the destruction or concealment of evidence, where it is reasonably likely to be required in evidence in a legal proceeding that is in existence or may be commenced in the future, will likely be a criminal offence in itself.

Not only should you be careful to avoid situations which might lead to a contravention of the CCA, you should also take great care about matters that are recorded in writing so that, as far as possible, they cannot be misconstrued. If NPA Personnel are in any doubt at all about the accuracy of information recorded, they should consult one of the persons listed in the raising of issues or concerns section of this policy.

4.4 Dealing with the ACCC

It is NPA’s policy to co-operate fully with the ACCC. However, it is important that any communications with the ACCC be handled through appropriate channels, by involving one of the persons listed in the raising of issues or concerns section of this policy and, in almost all cases, NPA’s legal advisers.

If you are approached by the ACCC directly and not in writing, you should advise that it is company policy to co-operate but that you are obliged to first notify one of the persons listed in the raising of issues or concerns section of this policy. If any written communication is received from the ACCC, you should provide this immediately to one of the persons listed in the raising of issues or concerns section of this policy (without providing any response to the ACCC). That person will then investigate the matter and arrange for an appropriate response to be made promptly to the ACCC.

4.5 Dealing with suppliers and customers

There is nothing wrong with being tough in negotiations, but it is important to behave fairly when dealing with suppliers and customers. This will reduce the risk of inadvertent breaches of the CCA. Avoiding disputes with customers and suppliers will also reduce the risk of interest from regulators like the ACCC.

Where confidential or commercially sensitive information is provided to a supplier or customer, it should be in writing. Such information should only be provided where appropriate confidentiality arrangements have been entered into with that supplier or customer. Otherwise, oral communications of this nature should promptly be reduced to writing by file note to ensure there is a contemporaneous record of what was discussed. Where confidential information is received from a supplier or customer, it should be stamped or otherwise marked as confidential and/or a note should be made of the circumstances in which it was received.

4.6 Dealing with competitors

Generally, communication with competitors or potential competitors should be avoided.

Some communication with competitors will be unavoidable at times, for example, when attending currency conferences. However, when communicating with competitors or potential competitors, you should (unless absolutely necessary) ensure that your communications relate only to general and publicly available information and should not share commercially sensitive information, particularly when discussing technical and/or industry matters.

Where confidential or commercially sensitive information is required to be provided to a competitor or potential competitor (for example, where disaster recovery arrangements are being discussed), it should be in writing and only provided where appropriate confidentiality arrangements have been put in place. Otherwise, oral communications of this nature should promptly be reduced to writing in a file note to ensure there is a contemporaneous record of what was discussed. Where confidential information is received from a competitor or possible competitor, it should be stamped or otherwise marked as confidential and/or a note should be made of the circumstances in which it was received. Access to the information should only be provided to those at NPA who need to know for the purposes for which it was disclosed (to ensure that it is not accessed by others in the business who may be able to use that to NPA’s competitive advantage).

You must avoid discussions with competitors about prices and potential future sales matters.

5. CCA Provisions

5.1 Misleading or deceptive conduct (Sch.2 - s 18)

A corporation must not, in trade or commerce, engage in conduct that is misleading or deceptive or is likely to mislead or deceive.

Intention to mislead or deceive is not necessary; an accidental or mistaken statement or conduct will be a breach of the CCA if it in fact misleads or deceives. The prohibition against misleading or deceptive conduct applies to dealings with individuals and businesses and cannot be contracted out of.

The potential types of misleading and deceptive conduct are very broad. The prohibition is relevant to most statements and actions made during the course of business. In some cases, silence and half-truths can constitute misleading or deceptive conduct.

An example of a breach of this provision is where, to obtain a new customer, you state that NPA will supply on a particular or preferential pricing basis, but you know that NPA is unlikely to be able to supply on that basis.

5.2 False or misleading representations (Sch.2 - s 29)

A corporation must not, in trade or commerce, in connection with the supply of goods or services or in connection with the promotion by any means of the supply or use of goods or services, make false or misleading representations.

The prohibited representations which may be relevant to NPA are making false or misleading representations:

· that goods or services are of a particular standard, quality, value, grade, composition, style or model or have had a particular history or particular previous use; and

· with respect to the price of the goods or services.

The CCL also specifically prohibits conduct that is liable to mislead the public as to the nature, the manufacturing process, the characteristics, suitability for their purpose or the quality of any goods or services (sections 33 and 34).

The maximum penalties for breach of these provisions of the CCL are up to:

· for a company, the greater of $50 million, three times the value of the benefit reasonably attributable to the offending, or 30% of the adjusted turnover of the company during the breach period; and

· up to $2.5 million for any individual involved in the breach.

For example, it may be a breach of section 29 if incorrect representations about the features of a product or service were made to win new work or customers. The affected customer could sue NPA, and the NPA Personnel concerned, for damages. Further, the ACCC could take action to impose pecuniary penalties on both NPA and the NPA Personnel concerned.

5.3 Unconscionable conduct (Sch.2 – s 21)

A corporation must not, in trade or commerce, in connection with the supply or acquisition of goods or services engage in conduct that is, in all circumstances, unconscionable. The prohibition against unconscionable conduct applies to both individuals and businesses.

Whilst there is no statutory definition of unconscionable conduct, a Court may have regard to matters including:

· the relative strengths of the bargaining power of the supplier and other person;

· whether, as a result of the supplier’s conduct, the other person was required to comply with conditions that were unreasonably necessary for the protection of the supplier’s legitimate interests;

· the other person’s understanding of documents relating to the supply / possible supply of goods or services;

· the requirements of any applicable industry code;

· if there is a contract between the supplier and other person:

o the extent to which the supplier was willing to negotiate the terms and conditions with the other person;

o the terms and conditions of the contract;

o the conduct of the supplier and the other person in complying with the terms and conditions of the contract; and

o any conduct that the supplier and other person engaged in, in connection with their commercial relationship, after they entered the contract;

· whether the supplier had a contractual right to vary unilaterally a term or condition of a contract; and

· the extent to which supplier and other person acted in good faith.

5.3 Unfair contract terms (Sch. 2 – ss 23 – 28)

The CCA contains an unfair contract terms (UCT) regime which prohibits businesses from including unfair contract terms in standard form contracts with customers and small businesses.

Is the contract a standard form contract?

For the UCT regime to apply, the contract must be a ‘standard form contract’. These contracts are understood to have been prepared by one party to the contract (generally the business offering the product or service) without negotiation between the parties. However, a contract may still be a standard form contract despite:

· the other party having an opportunity to negotiate minor or insubstantial changes to the terms of the contract;

· the other party being able to select a term from a range of options determined by the party that prepared the contract; or

· the party that prepared the contract allowing a third party negotiate the terms of a different contract. This means that even if some small businesses are able to negotiate the terms of a contract that is issued to a broader group of small businesses, the contract may still be a standard form contract.

Is the contract a consumer or small business contract?

The UCT regime applies only to consumer and small business standard form contracts.

Consumer contracts are defined as contracts for the supply of goods or services (or a sale or grant of an interest in land), to an individual whose acquisition of the goods, services or interest is wholly or predominantly for personal, domestic or household use or consumption. It is unlikely that NPA will enter many (if any) standard form consumer contracts in its day to day operations.

In November 2023, the UCT regime was amended to broaden the scope of small businesses that can rely on UCT protections. To meet the small business threshold, a business must have either:

· fewer than 100 employees; or

· an annual turnover of less than $10 million for the previous income year.

This means that standard form contacts with any of NPA’s suppliers or subcontractors who meet the small business threshold will fall under the UCT regime.

What is unfair?

A term of a standard form consumer or small business contract is unfair if:

· it would cause a significant imbalance in the parties’ rights and obligations under the contract;

· it is not reasonably necessary to protect the legitimate interests of the party who would be advantaged by the term; and

· it would cause detriment (financial or otherwise) to a party if it were to be relied on.

The CCA does not contain a complete list of terms that are automatically considered unfair. Some examples of terms which have been found by a court to be unfair include those relating to:

1. automatic renewal terms;

2. unilateral price or contract variation;

3. exclusivity arrangements;

4. termination payments;

5. broad and unlimited indemnities; and

6. disproportionate responses to an event of default.

Penalties

Previously, the outcome of a standard form contract being held to include unfair terms has been that those terms will be considered void and unenforceable. However, since November 2023, penalty provisions now apply to breaches of the UCT regime (refer to section 2.6 below for the latest penalty amounts). Importantly, each unfair term contained in a contract is considered to be a separate contravention.

5.4 Restrictive Trade Practices - Part IV

A corporation must not make, or give effect to, a contract, arrangement or understanding that contains a cartel provision. ‘Contract, arrangement or understanding’ has a broad meaning which extends to informal discussions and can arise as a result of competitors engaging in similar conduct in the absence of an explicit agreement to act in a particular way (ie no express agreement, in writing or otherwise, is required for there to be a contract, arrangement or understanding).

A cartel provision is a provision relating to:

· price-fixing (a provision in a contract, arrangement or understanding between competitors that has the purpose or effect of fixing, controlling or maintaining the price of goods or services or a discount or rebate etc); or

· restricting outputs in the production and supply chain (a provision in a contract, arrangement or understanding between competitors having the purpose of preventing, restricting or limiting the production or supply of goods or services); or

· allocating customers, suppliers or territories (a provision in a contract, arrangement or understanding between competitors having the purpose of allocating between the parties to the contract etc the persons who supply to or acquire from such parties goods or services or the geographical areas in which they operate); or

· bid-rigging (a provision in a contract, arrangement or understanding between competitors having the purpose of, for example, one or more of the parties bidding but others not doing so or not doing so competitively), by parties that are, or would otherwise be, in competition with each other.

5.4 Restrictive Trade Practices - Part IV

In addition to an award of damages that could arise as a result of a civil proceeding in connection with a breach of the CCA, penalties can be imposed under the CCA.

Maximum civil penalties for UCT, anti-competitive practices or misleading or deceptive conduct:

· For a corporation – the greater of:

o $50 million;

o 3 times the value of the benefit attributable to the offending; or

o 30% of the adjusted turnover of the company during the breach period.

· For individuals – $2.5 million.

Additional criminal penalties for cartel conduct:

A corporation or individual who makes a contract, arrangement or understanding that contains a cartel provision with the intention of dishonestly obtaining a benefit would be guilty of a criminal offence.

· For a corporation – the penalties are as above.

· For individuals:

o imprisonment of 10 years; and/or

o fines of up to $660,000 per criminal cartel offence[HW1] .

A corporation must not indemnify its officers against civil liabilities for a contravention of Part IV or legal costs incurred in defending such proceedings.

[HW1]Note to NPA: we’ve updated these figures in accordance with regulatory changes. For context please refer to the ACCC’s website: https://www.accc.gov.au/business/compliance-and-enforcement/fines-and-penalties#toc-anti-competitive-and-restrictive-trade-practices

5.5 Other provisions

There are other restrictive trade practices provisions in the CCA, such as:

Concerted practices

A corporation must not engage with one or more persons in a ‘concerted practice’ that has the purpose, or has or is likely have the effect, of substantially lessening competition.

A concerted practice can be any form of cooperation between two or more companies or other entities or conduct that is likely to establish cooperation between the companies or other entities. Accordingly, even informal or casual practices (such as information sharing) may be construed as being a ‘concerted practice’.

Most commonly, concerted practices will involve a pattern of cooperative behaviour or communication between two or more businesses. The cooperative behaviour or communication may not amount to cartel conduct (forming an understanding) but goes beyond a business independently responding to market conditions.

It is not necessary for there to be a contract, arrangement or understanding between the relevant parties for there to be a ‘concerted practice’ that breaches the CCA.

Misuse of market power

A corporation that has a substantial degree of power in a market must not engage in any conduct that has the purpose of, or has or is likely to have the effect of, substantially lessening competition (for example, eliminating or damaging a competitor or preventing a person from entering a particular market). However, it is not illegal to seek to obtain market power by offering the best products and services.

Exclusive dealing and ‘third line forcing’

NPA must not engage in the practice of exclusive dealing. Exclusive dealings in the form of ‘full line forcing’ include providing goods and services on the condition the customer does not:

· acquire goods or services from a competitor;

· re-supply the goods or services from a competitor; or

· re-supply the goods or services to particular persons or in particular places.

Situations where a corporation supplies goods or services, or offers a particular price or discount for those goods or services, on the condition that the purchaser buys goods or services from a particular third party may constitute a type of exclusive dealing known as ‘third line forcing’. Third line forcing will constitute a breach of the CCA where it has the purpose or effect, or likely effect, of substantially lessening competition in a particular market (for example, where the competitive process has been damaged in a meaningful way, usually by deterring, hindering or preventing competition).

Resale price maintenance

A supplier of goods or services must not impose a minimum resale price on a person and the person must not enter into an agreement to maintain a minimum resale price (unless notification is provided to the ACCC and such notice is unopposed by the ACCC). Resale price maintenance is prohibited under the CCA regardless of whether the conduct has the purpose, effect or likely effect of substantially lessening competition.

NPA Personnel should assume that any conduct at NPA which may constitute resale price maintenance is prohibited.

International anti-cartel conduct

Whilst the nature of NPA’s business is such that the restrictive trade practices provisions of the CCA are unlikely to be of day-to-day concern, it is important to understand the principles because similar provisions are contained in legislation in other countries.

For example, in Canada there is the Competition Act 1985 (Canada) and in New Zealand there is the Commerce Act 1986 (NZ).

When NPA does business in other countries or collaborates with foreign counterparts or other overseas parties, whether or not as part of its export business, it must also comply with international competition/anti-trust laws. Legal advice should be sought when engaging in business or discussions with overseas parties who are, or who could be regarded as, competitors of NPA.

The ACCC has set up working relationships with its counterpart agencies in other countries that have similar anti-cartel laws.

Penalties can be even more severe in other countries.

Internal context

· Whistleblower Protections Policy

Privacy Statement

1. Your rights in relation to privacy

NPA understands the importance of protecting the privacy of an individual's personal information. This statement sets out how NPA aims to protect the privacy of your personal information, your rights in relation to your personal information managed by NPA and the way NPA collects, holds, uses and discloses your personal information.

In handling your personal information, NPA will comply with the Privacy Act 1988 (Cth) (Privacy Act) and with the 13 Australian Privacy Principles in the Privacy Act. This policy statement may be updated from time to time.

2. What kinds of personal information does NPA collect?

Personal information is information or an opinion about an identified, or reasonably identifiable, individual. As part of conducting business and in the provision of its goods and/or services, NPA may collect your personal information.

Generally, the kinds of personal information NPA collects are contact and identification information such as your name, address, telephone number and email address. In some circumstances, NPA may also hold other personal information provided by you.

3. How does NPA collect personal information?

Generally, NPA collects your personal information directly from you, through completion of a hard copy or online form, an interaction or exchange in person or by way of telephone, facsimile, email or post or through the use of the NPA website. There may be other occasions when NPA collects your personal information from other sources such as from an information services provider or a publicly maintained record. Generally, NPA will only collect your personal information from sources other than you if it is unreasonable or impracticable to collect your personal information from you.

4. Why does NPA need your personal information?

NPA collects, holds, uses and discloses your personal information where it is reasonably necessary for the purposes of:

designing and providing banknotes and passports or otherwise providing design and operational services in connection with the production of security products and related services;
accounting, billing and other internal administrative purposes;
business management purposes, including the provision to NPA of third party advisory/professional services;
identifying and informing you of products and services that may be of interest to you from NPA; and
any legal requirements.

Where personal information is used or disclosed, NPA takes steps reasonable in the circumstances to ensure it is relevant to the purpose for which it is to be used or disclosed. You are under no obligation to provide your personal information to NPA. However, without certain information from you, NPA may not be able to provide its products and/or services to you.

5. To whom does NPA disclose your personal information?

NPA discloses your personal information for the purpose for which NPA collects it. That is, generally, NPA will only disclose your personal information for a purpose set out at paragraph 4 or a secondary purpose related to the purpose of collection. NPA may also disclose your personal information with your consent or if disclosure is required or authorised by law. This may include disclosing your personal information where reasonably necessary for the enforcement of the criminal law or of a law imposing a pecuniary penalty, or for the protection of the public revenue.

6. Overseas Disclosure

NPA may disclose personal information to overseas recipients in order to provide its services and/or products and for administrative or other business management purposes. It is impracticable to list the countries in which recipients of personal information may be located, however, before disclosing any personal information to an overseas recipient, NPA takes steps reasonable in the circumstances to ensure the overseas recipient complies with the Australian Privacy Principles or is bound by a substantially similar privacy scheme unless you consent to the overseas disclosure or it is otherwise required or permitted by law.

7. Security of your personal information

NPA takes steps reasonable in the circumstances to ensure that the personal information it holds is protected from misuse, interference and loss and from unauthorised access, modification or disclosure. In particular, only those employees (for example, managers) with a lawful and legitimate business reason for accessing personal information held by NPA will be granted access. NPA has controls and procedures in place to ensure that personal information is kept confidentially.

NPA will destroy or de-identify personal information in circumstances where it is no longer required, unless NPA is otherwise required or authorised by law to retain the information.

8. Can you access and correct the personal information that NPA holds about you?

NPA takes steps reasonable in the circumstances to ensure personal information it holds is accurate, up-to-date, complete, relevant and not misleading. Under the Privacy Act, you have a right to access and seek correction of your personal information that is collected and held by NPA. If at any time you would like to access or correct the personal information that NPA holds about you, or you would like more information on NPA's approach to privacy, please contact NPA via the contact details set out in paragraph 9 below. NPA will grant access to the extent required or authorised by the Privacy Act or other law and take steps reasonable in the circumstances to correct personal information where necessary and appropriate.

To obtain access to your personal information:

you will have to provide proof of identity. This is necessary to ensure that personal information is provided only to the correct individuals and that the privacy of others is protected;
NPA requests that you be reasonably specific about the information you require; and
NPA may charge you a reasonable administration fee, which reflects the cost to NPA, for the retrieval and supply of information in accordance with your request.

If NPA refuses your request to access or correct your personal information, NPA will provide you with written reasons for the refusal and details of complaint mechanisms. NPA will also take steps, reasonable in the circumstances, to provide you with access in a manner that meets your needs and the needs of NPA.

NPA will endeavour to respond to your request to access or correct your personal information within 30 days from your request.

9. How to contact us

For further information or enquiries regarding your personal information, please contact NPA's Privacy Compliance Officer at privacy@npal.com.au or on 03 9303 0227.

10. Privacy complaints

Please direct all privacy complaints to NPA's Privacy Compliance Officer. At all times, privacy complaints:

will be treated seriously;
will be dealt with promptly;
will be dealt with in a confidential manner; and
will not affect your existing obligations or affect the commercial arrangements between you and NPA.

NPA's Privacy Compliance Officer will commence an investigation into your complaint. You will be informed of the outcome of your complaint following completion of the investigation. In the event that you are dissatisfied with the outcome of your complaint, you may refer the complaint to the Federal Office of the Australian Information Commissioner.

Health, Safety, ENVIRONMENT AND QUALITY Policy

PURPOSE

The purpose of this policy is to outline the commitment of Note Printing Australia Limited (NPA) to provide a workplace that is physically and psychologically safe and healthy for NPA Personnel and visitors to NPA, striving to provide a zero-harm environment, reduce environmental impacts of NPA’s activities, and provide high quality banknotes, passports, and security solutions for our customers.

Scope

This policy applies to all NPA Personnel conducting work in any capacity for NPA.

For the purposes of this policy, NPA Personnel includes all individuals working for or with NPA at all levels and grades, including senior managers, officers, directors, employees (whether permanent, fixed term, or casual), labour hire workers placed at NPA, contractors or sub-contractors, employees of a contractor or sub-contractor, trainees, seconded staff, and interns.

Policy

NPA is committed to maintaining and integrating its work health and safety, environmental, and quality management systems (based on ISO 45001 (occupational health and safety), ISO 14001 (environmental management), and ISO 9001 (quality management)), and other relevant customer requirements, to assist NPA to:

· Provide and maintain a working environment that is safe and without risks to physical and mental health.

· Identify and reduce the risks of all types of work activities that have the potential to result in injury or illness.

· Provide necessary supervision, training, instruction, equipment and information to NPA Personnel and visitors to NPA.

· Protect the environment and prevent pollution of air, land, and water by maintaining effective controls to minimise environmental discharges and prevent inadvertent environmental impacts.

· Conduct regular management reviews to ensure NPA’s objectives and improvement targets are reviewed, and appropriate new measurable objectives and targets are set.

· Eliminate, or if it is not reasonably practicable to eliminate, minimise so far as is reasonably practicable health, safety, environmental, and quality hazards and/or risks arising from work, damage to property, and the environmental aspects and impacts of NPA’s business.

· Maintain programs that monitor health, safety, environmental, and quality hazards and/or risks and, where necessary, implement corrective or preventive actions.

· Ensure consultation with and encourage the participation of NPA Personnel and their representatives in relation to health, safety, environmental, and quality issues.

· Educate NPA Personnel about the health, safety, environmental, and quality aspects of the work they perform.

· Strive for continual improvement in its performance.

· Fulfil applicable legislative and other compliance obligations.

Expectations of NPA Personnel

In providing this commitment to NPA Personnel, it is NPA’s expectation that NPA Personnel will through their actions ensure the ongoing success of the health, safety, environment, and quality programs at NPA.

To this end, it is NPA’s expectation of NPA Personnel that they will:

· Through their acts or omissions, take reasonable care for their own physical and mental health and safety, and that of others, as well as the environment in which NPA operates or interacts.

· Comply and cooperate with all reasonable instructions given by NPA, or any reasonable policy or procedure implemented by NPA to ensure NPA and its workers comply with their legislative obligations.

· Report all events – actual and/or potential - which may have an adverse impact on a NPA Personnel’s health and safety, the environment, or the quality of the work produced by NPA.

· Actively support and participate in risk elimination and/or control strategies that NPA has determined are required for the maintenance of a safe workplace and/or interaction with the environment.

· Promote positive health and safety practices, report all workplace hazards (safety, environmental, and quality related) and support activities that improve the workplace for all.

This policy is communicated to all NPA Personnel and is available to the public on NPA’s website on: www.noteprinting.com.

Frequency of Review

This policy is reviewed on an annual basis and is developed, implemented, and maintained in consultation with workers and NPA’s Executive Leadership Team.

References

Legislative context

Work Health and Safety Act 2011 (Commonwealth).

Work Health and Safety Regulations 2011 (Commonwealth).

Environment Protection Act 2017 (Vic).

Certification context

ISO9001:2015, Quality Management Systems:

ISO14001:2015, Environmental Management Systems:

ISO45001:2018, Occupational Health & Safety Management Systems:

whistleblower protection policy

Purpose

Note Printing Australia Limited (NPA) recognises the value in developing and fostering a culture of corporate compliance and governance, ethical decision-making and protecting eligible whistleblowers who report reportable conduct in accordance with this policy from detrimental action.

The purpose of this policy is to assist in the prevention and detection of improper conduct, defined in this policy as reportable conduct, by establishing the process through which an eligible whistleblower can:

(a) report actual or suspected reportable conduct; and

(b) be adequately protected from threated or actual detrimental action by any person internal or external to NPA because the person believes or suspects the eligible whistleblower reported, may have reported, proposed to report, or could report reportable conduct to an eligible recipient.

This policy also:

(a) outlines the process by which NPA will investigate reportable conduct;

(b) outlines the process of fair treatment of persons to whom the reportable conduct relates or mentions; and

Scope

This policy applies to all NPA Personnel.

For the purposes of this policy NPA Personnel includes all individuals working for or with NPA at all levels and grades, including senior managers, officers, directors, employees (whether permanent, fixed-term, or casual), labour hire workers placed at NPA (labour hire workers), contractors, trainees, seconded staff, and interns.

This policy also applies to all other eligible whistleblowers.

The policy is available to all NPA Personnel and all other eligible whistleblowers on NPA’s website.

This policy should be read in conjunction with NPA’s Public Interest Disclosure Policy. NPA Personnel may have protections under either or both policies.

Policy

1. Who is an ‘eligible whistleblower’?

An individual will be an eligible whistleblower if they are, or have been:

(a) an officer of NPA;

(b) an employee of NPA;

(d) an employee of a person that supplies services or goods to NPA (whether paid or unpaid);

(e) an individual who is an associate (within the meaning of the Corporations Act 2001 (Cth)) of NPA;

(f) a relative of an individual referred to above; or

(g) a dependent of an individual referred to above or of such an individual’s spouse.

2. What is ‘Reportable Conduct’?

For the purposes of this policy, reportable conduct is:

(a) misconduct, or an improper state of affairs or circumstances, in relation to NPA or its related bodies corporate (including but not limited to dishonest conduct, unlawful conduct, unethical conduct, Corrupt Conduct as defined in NPA’s Anti-Bribery and Corruption Policy, mismanagement, or abuse of power);

(b) conduct by NPA, its officers or employees, its related bodies corporate, or the officers or employees of NPA’s related bodies corporate that:

(i) constitutes a contravention of any law administered by ASIC and/or APRA (i.e. the Corporations Act 2001 (Cth); ASIC Act 2001 (Cth); Banking Act 1959 (Cth); Financial Sector (Collection of Data) Act 2001 (Cth); Insurance Act 1973 (Cth); Life Insurance Act 1995 (Cth); National Consumer Credit Protection Act 2009 (Cth); Superannuation Industry (Supervision) Act 1993) (Cth); or an instrument or regulation made under any of these Acts);

(ii) is an offence against any other law of the Commonwealth that is punishable by imprisonment for a period of 12 months or more; or

(iii) represents a danger to the public or the financial system (whether or not it is a breach of any law).

Reportable conduct may include conduct on the part of NPA or any NPA Personnel that:

(a) adversely affects, or could adversely affect, the honest performance of their duties and responsibilities or NPA’s functions;

(b) amounts to performing their duties and responsibilities dishonestly;

Fraud is described in NPA’s Fraud Policy as ‘Dishonestly obtaining a benefit, or causing a loss, by deception, recklessness or other means and includes alleged, attempted, suspected or detected fraud.’

NPA regards fraud as any practice which results in an employee, consultant, vendor, contractor or any other party with a business relationship with NPA dishonestly obtaining a benefit (financial or otherwise), or causing a loss to NPA or the Commonwealth, by deception or other means.

This includes, but is not limited to:

(a) theft;

(b) obtaining property, a financial advantage or any other benefit by deception;

(d) providing false or misleading information to NPA or the Commonwealth (which is a serious offence under section 137.1 of the Criminal Code Act 1995 (Cth)) or failing to provide information to NPA or the Commonwealth where there is an obligation to do so;

(e) disclosing confidential and proprietary information of NPA to outside parties;

(f) unauthorised emailing or distribution of confidential or proprietary information of NPA;

(g) profiteering as a result of insider knowledge of NPA’s or another company’s activities;

(h) making, using or possessing any forged, altered or falsified documents (including financial documents), instruments or accounts belonging to NPA;

(i) misappropriation of NPA funds, supplies or other NPA assets;

(j) unlawful use of NPA property or assets;

(k) impropriety in the handling or reporting of money or financial transactions;

(l) Bribery and Corrupt Conduct or abuse of position as defined in NPA’s Anti-Bribery and Corruption policy;

(m) payment of, or soliciting for, bribes or secret commissions (which includes accepting or seeking anything of material value from contractors, vendors or persons providing services/materials to, or obtaining services from, NPA outside the guidelines of the Gifts, Invitations and Hospitality Policy);

(n) claiming allowances where there is no entitlement;

(o) favouring friends or relatives or anyone else for personal benefit;

(p) destruction, removal or inappropriate use of, or interference with, NPA records and equipment that has not been authorised by NPA (which includes hacking into or interfering with NPA’s computer system);

(q) cyber-crime or cyber-fraud (e.g. spam, identity theft, hacking, piracy, malware and unauthorized use of information technology, including using NPA’s systems to gain access to other systems without authority, or gaining unauthorized access to part of NPA’s systems without authority);

(r) charging NPA for goods or services that are incomplete or not delivered to NPA;

(s) failure, without adequate explanation, to update NPA’s records to reflect any leave taken; or

(t) any other dishonest or fraudulent act of a like nature to those listed above.

Reportable conduct may also include misconduct, or an improper state of affairs or circumstances, about the tax affairs of NPA or an associate (within the meaning of section 318 of the Income Tax Assessment Act 1936 (Cth)) of NPA, meaning matters (such as tax avoidance or tax fraud) relating to any tax imposed, assessed or collected by or under a law administered by the Commissioner of Taxation.

Reportable conduct relating to tax affairs may be reported to a person specified at section 6 below or the Commissioner of Taxation (where the eligible whistleblower considers that the information may assist the Commissioner of Taxation to perform their functions or duties in relation to the tax affairs of NPA or an associate).

Reportable conduct does not include conduct that concerns a personal work-related grievance.

A personal work-related grievance is a matter relating to the discloser’s employment, or former employment, having (or tending to have) implications for the discloser personally, which:

· does not have significant implications for NPA unrelated to the discloser, and

· does not concern conduct described in section 2 of this policy.

Personal work-related grievances may be more appropriately raised under an alternative policy.

For example, conduct prohibited by NPA’s Workplace Behaviour Policy should be raised under NPA’s Complaint Resolution Policy. For the avoidance of doubt, disclosures that are not about reportable matters do not qualify for protection under the Corporations Act 2001 (Cth) or under this policy.

3. Reporting and Investigating Reportable Conduct

3.1. Internal Reports to, and Investigations by, NPA

An eligible whistleblower, who has reasonable grounds to suspect reportable conduct, may report actual or suspected reportable conduct to an officer or senior manager of NPA or another eligible recipient referred to in section 6.

NPA prefers that reportable conduct is reported in the first instance to one of the following:

· the Chief Executive Officer of NPA (CEO) [ malcolm.mcdowell@npal.com.au;

· the Chief Financial Officer of NPA (CFO)]Bronwyn.dicarlo@npal.com.au;

· the Chief Human Resources Officer; Jodie Hill <Jodie.Hill@npal.com.au> or

· the Chair of the Board (Chair)[1].

If the reportable conduct involves an individual occupying one of the positions listed above, the eligible whistleblower is not to inform that individual of the reportable conduct. In these circumstances, the eligible whistleblower should inform another individual in the list above (or another officer or senior manager of NPA) or make an external report to NPA’s FairCall Hotline (details at section 3.2 below).

The CEO, CFO, the Chief Human Resources Officer or Chair, as applicable, may inform the Business Services Manager of a report of reportable conduct. In doing so, they must not disclose the identity of the eligible whistleblower without the eligible whistleblower’s consent and will decide how the investigation of a report of reportable conduct is to be undertaken, which may include requiring an investigation to be undertaken internally or through the engagement of an external investigator. An investigation may be undertaken under client legal privilege.

The investigation of a report of reportable conduct will be conducted in accordance with the rules of natural justice with a view to gathering relevant evidence to determine whether the nature and substance of the alleged reportable conduct is substantiated or unsubstantiated.

The matter will be dealt with in a private and confidential manner. The CEO, CFO, Chief Human Resources Officer or Chair, as applicable, will only disclose information consistent with their obligations under section 4 below, or with the consent of the eligible whistleblower.

[1] Contact Number: : (02) 9551 8100

3.2. External Reports to, and Investigations by, the FairCall Hotline

NPA, in conjunction with KPMG (chartered accountants), has established the FairCall Hotline, for the reporting of reportable conduct. The FairCall Hotline may be contacted as an alternative to contacting any of the individuals holding the internal NPA positions listed in section 3.1 above or any other officer or senior manager of NPA.

The FairCall Hotline is an external, independently operated service that will accept contact by eligible whistleblowers on both a confidential and anonymous basis.

Individuals who make a report of reportable conduct to the FairCall Hotline on an anonymous basis will not be required to provide personal details and no attempt will be made to obtain their identity, unless the eligible whistleblower expresses that they require their details and identity to be known.

The FairCall Hotline can be contacted 24 hours a day, 7 days a week on the following details:

(a) by dialing 1800 500 965 (a toll-free service); or

(b) via the web https://www.kpmgfaircall.kpmg.com.au/noteprintingaustralia ; or

The FairCall Manager
PO Box H67
Australia Square
NSW 1213

Each eligible whistleblower who makes a report of reportable conduct to the FairCall Hotline will be allocated a confidential identification number by KPMG. KPMG will not ask for or record personal details of the eligible whistleblower unless the eligible whistleblower expresses that they require their details to be retained by KPMG or forwarded to NPA. Where KPMG does collect personal information as part of this service, KPMG has confirmed with NPA that it does so in accordance with KPMG’s Privacy Statement, available at: https://home.kpmg/au/en/home/misc/privacy-faircall.html.

A detailed report will be prepared by KPMG for each report of reportable conduct made to the FairCall Hotline and KPMG’s report will be directed to the Chair. Each KPMG report will provide details of the report of reportable conduct and any information that may be pertinent to a subsequent investigation of the report.

Upon receiving the KPMG report, the Chair will decide what follow up action is required, and by whom that action is to be taken. NPA undertakes that it will not attempt to ascertain from KPMG the identity of any eligible whistleblower who makes a report of reportable conduct to the FairCall Hotline.

3.3. Emergency disclosures and public interest disclosures

An eligible whistleblower may make an emergency disclosure or public interest disclosure of reportable conduct to a member of Parliament of the Commonwealth, the Parliament of a State or the legislature of a Territory or a journalist in accordance with the provisions under the Corporations Act 2001 (Cth).

An emergency disclosure means a disclosure of reportable conduct by an eligible whistleblower to a Member of Parliament of the Commonwealth, the Parliament of a State or the legislature of a Territory or a journalist where:

(a) the eligible whistleblower has already disclosed reportable conduct to ASIC, APRA or a Commonwealth authority; and

(b) the eligible whistleblower has reasonable grounds to believe that the reportable conduct concerns a substantial and imminent danger to the health or safety of one or more persons or the natural environment; and

(c) the eligible whistleblower has notified the entity to which they reported the reportable conduct that they intend to make an emergency disclosure; and

(d) the extent of the information disclosed in the emergency disclosure is no greater than necessary to inform the recipient of the substantial and imminent danger.

A public interest disclosure means a disclosure of reportable conduct by an eligible whistleblower to a Member of Parliament of the Commonwealth, the Parliament of a State or the legislature of a Territory or a journalist where:

(a) the eligible whistleblower has already disclosed reportable conduct to ASIC, APRA or a Commonwealth authority;

(b) at least 90 days have passed since the eligible whistleblower disclosed the reportable conduct;

(c) the eligible whistleblower does not have reasonable grounds to believe that action has been or is being taken to address the matters to which the reportable conduct related;

(d) the eligible whistleblower has reasonable grounds to believe that making the public interest disclosure would be in the public interest;

(e) after the period referred to in clause (b) of this sub-section, the eligible whistleblower has notified the entity to which they disclosed reportable conduct that they intend to make a public interest disclosure; and

(f) the extent of the information disclosed in the public interest disclosure is no greater than necessary to inform the recipient of the reportable conduct.

This section 3.3 does not apply to reportable conduct that relates to tax affairs.

NPA recommends that eligible whistleblowers seek legal advice before making an emergency disclosure or public interest disclosure.

Public Interest Disclosure Act and Mandatory reporting obligations to the NACC

In some circumstances the Public Interest Disclosure Act 2013 (Cth) will have application to NPA Personnel.

If the CEO becomes aware of reportable conduct that may also constitute Bribery or Corrupt Conduct (as defined in NPA’s Anti-Corruption and Bribery Policy), they have a mandatory reporting obligation to report the conduct to the National Anti-Corruption Commission.

5. Confidentiality/Anonymity

NPA, and any eligible recipient of a report of reportable conduct, will not disclose to anyone the identity of the eligible whistleblower or any information that is likely to lead to the identification of the eligible whistleblower, except:

(a) to ASIC, APRA or the Australian Federal Police;

(b) to a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to the operation of the relevant whistleblower protection legislation;

(d) to any government authority for the purpose of assisting the authority in the performance of its functions or duties, as long as it has also been disclosed to ASIC, APRA, the Australian Federal Police or the Commissioner of Taxation; or

(e) with the eligible whistleblower’s consent.

However, an eligible recipient may disclose information (other than the actual identity of the eligible whistleblower) if it is reasonably necessary for the purposes of investigating a matter that is relevant to the report of reportable conduct, and if the eligible recipient takes all reasonable steps to reduce the risk that the eligible whistleblower will be identified as a result.

Note: An eligible whistleblower’s identity may be protected by NPA redacting certain information from relevant documents, referring to the eligible whistleblower using language that does not identify their gender, age or role, and securely storing all materials relating to the report of reportable conduct.

6. Communications with the eligible whistleblower

If a report of reportable conduct is made internally as described in section 3.1 or externally as described in section 3.2, mechanisms will be implemented to keep the eligible whistleblower informed of any follow up actions and the result of those actions, as reasonable, subject to the identity of the eligible whistleblower being known and/or the eligible whistleblower being contactable.

Save where Part 9.4AAA of the Corporations Act 2001 (Cth) provides otherwise, eligible whistleblowers will be bound by any common law, equitable and contractual duties of confidentiality. Additionally, particularly where the eligible whistleblower is a contractor, NPA may require the eligible whistleblower to sign an undertaking of confidentiality before any information is provided to them.

7. Protection of eligible whistleblowers

An eligible whistleblower who reports reportable conduct to any of the following eligible recipients:

(a) to an individual or the FairCall Hotline in accordance with section 3;

(b) to an auditor (or a member of an audit team conducting an audit) of NPA or its related bodies corporate;

(d) to a person authorised by NPA to receive a report of reportable conduct;

(e) to ASIC, APRA or a prescribed Commonwealth authority;

(f) to a legal practitioner (for the purpose of obtaining legal advice or legal representation in relation to the operation of the relevant whistleblower protection legislation);

(g) for reportable conduct referred to in section 2 above in relation to tax affairs, to:

(i) each of the above recipients;

(ii) a registered tax agent or BAS agent who provides tax agent or BAS services to NPA;

(iii) any other employee or officer of NPA who has functions or duties that relate to the tax affairs of NPA; or

(iv) where the eligible whistleblower considers that the information may assist the Commissioner of Taxation to perform their functions or duties in relation to NPA’s tax affairs - the Commissioner of Taxation,

will be protected under this policy and by law from:

(a) any civil, criminal or administrative liability for making the report of reportable conduct, (although this does not prevent the eligible whistleblower from being subject to civil, criminal or administrative liability for conduct of the eligible whistleblower that is revealed by the report of reportable conduct);

(b) NPA exercising any contractual right, or seeking any contractual remedy against them on the basis that the eligible whistleblower made the report of reportable conduct, including termination of contract;

(c) if the report of reportable conduct is made to the Commissioner of Taxation, or is an emergency disclosure or public interest disclosure, the information contained in the report being admissible in evidence against the eligible whistleblower in criminal proceedings or in proceedings for the imposition of a penalty; or

(d) being subjected to any form of detriment by a person because that person believes or suspects the eligible whistleblower reported, may have reported, proposed to report or could report reportable conduct to an eligible recipient.

Detriment includes, but is not limited to:

(a) dismissal of an employee;

(b) injury of an employee in their employment;

(d) discrimination between an employee and other employees;

(e) harassment or intimidation of a person;

(f) harm or injury to a person, including psychological harm;

(g) damage to a person’s property;

(h) damage to a person’s reputation;

(i) damage to a person’s business or financial position; or

(j) any other damage to a person.

NPA will take all reasonable steps to ensure that all employees and officers of NPA are aware of and adhere to this policy, and train them on their right to make a report of reportable conduct to an eligible recipient without being subjected to detriment and that they are prohibited from subjecting to detriment an eligible whistleblower who makes a report of reportable conduct to an eligible recipient.

Each NPA Personnel must not subject another person to detriment, or intentionally or recklessly threaten to subject another person to detriment, because they believe or suspect that any person may have made, proposes to make, or could make a report of reportable conduct to an eligible recipient.

If a person believes on reasonable grounds that an eligible whistleblower who has made a report of reportable conduct to an eligible recipient has been, or is likely to be, subjected to detriment, he or she should report this to an eligible recipient, who will investigate, or arrange the investigation of the matter.

Any NPA Personnel who is found to have subjected to detriment an eligible whistleblower who has made a report of reportable conduct to an eligible recipient will be in breach of this policy and may be in breach of the law, which may result in:

(a) civil liability to pay compensation, damages and/or a penalty; and/or

(b) criminal liability to pay penalties and/or a maximum of two years’ imprisonment.

Furthermore, in the circumstances of any NPA Personnel breaching this policy, NPA may in the case of an employee commence a disciplinary process against the employee in accordance with NPA’s Discipline Policy up to and including dismissal, or in the case of a labour hire worker this may result in termination of their placement with NPA, or in the case of a contractor this may result in termination of the relevant engagement.

A person may seek compensation and other remedies through the courts if they suffer loss, damage or injury because of detriment arising from a belief or suspicion that any person reported or could report reportable conduct, and NPA failed to take reasonable precautions and exercise due diligence to prevent that detriment.

8. Fair treatment of employees or officers of NPA

If a report of reportable conduct is made to an eligible recipient and the report relates to or mentions any NPA Personnel, NPA will take reasonable steps to ensure the fair treatment of that NPA Personnel by:

(a) to the extent possible, given confidentiality requirements, making the individual aware of the nature of the allegations relating to or mentioning them and update the individual on the progress of the investigation into such allegations;

(b) giving the individual an opportunity to respond to the allegations relating to or mentioning them; and

9. Malicious Reports

This policy provides NPA Personnel and others who may fall within the definition of eligible whistleblower, with an avenue to raise legitimate and serious matters of concern (i.e. reportable conduct). It is unacceptable for any NPA Personnel to make malicious and false reports, or to knowingly provide false or misleading information regarding reportable conduct or allegations of detriment. The making of a malicious and false report, or the provision of knowingly false or misleading information may be considered a breach of this policy. In these circumstances, NPA may in the case of an employee commence a disciplinary process against the employee in accordance with NPA’s Discipline Policy up to and including dismissal, or in the case of a labour hire worker this may result in termination of their placement with NPA, or in the case of a contractor this may result in termination of the relevant engagement.

10. Interaction with other obligations and policies

Save where Part 9.4AAA of the Corporations Act 2001 (Cth) provides otherwise, in making a report of reportable conduct (whether the concern is legitimate or not), NPA Personnel are not permitted to breach:

(a) any of their contractual obligations to NPA (eg confidentiality); or

(b) any of NPA’s policies (eg Acceptable Use of Technology Policy).

In the circumstance of such breach (and subject to Part 9.4AAA of the Corporations Act 2001 (Cth)), NPA may in the case of an employee commence a disciplinary process against the employee in accordance with NPA’s Discipline Policy up to and including dismissal, or in the case of a labour hire worker this may result in termination of their placement with NPA, or in the case of a contractor this may result in termination of the relevant engagement.

11. Review and Amendment

This policy will be reviewed (and, if necessary, amended) by the Board annually or otherwise when the Board considers necessary.

COMPLIANCE

Purpose

This policy sets out the principles and practices by which Note Printing Australia Limited (NPA) will comply with applicable laws, regulations, relevant codes of practice and NPA’s internal policies. The policy also supports a positive compliance culture and clarifies roles and responsibilities.

Scope

This policy applies to all NPA directors, independent audit committee members and employees.

Frequency of Review

This policy is reviewed on an annual basis.

Objectives

The Compliance Policy defines compliance, NPA’s compliance framework, the roles and responsibilities for managing compliance obligations, reporting of irregularities and breaches, and the associated responsibilities of NPA staff.

Definitions

Compliance is defined as adhering to the requirements of laws, industry and organisational standards and codes, principles of good governance and accepted community and ethical standards and NPA’s own policies.

A “reportable breach” or irregularity includes any actual or potential breach of the law in addition to any material breaches of policy including the NPA Code of Conduct. A reportable breach should also include any event which could reasonably be expected to lead to a breach. A “material” breach is one which a reasonable person would consider to be potentially of significant consequence to NPA or its stakeholders. A material event indicating questionable behaviour in terms of ethics or honesty should generally be considered a reportable breach.

Compliance Framework

Multiple system processes, policies, reporting structures and oversight mechanisms, support the compliance framework at NPA. While there are various layers of responsibility from the Board down, the strength of the framework is achieved through the embedding of a compliance culture in the day-to-day activities of all employees at NPA. Quality Management System, Environment and Work Health and Safety are incorporated in their own integrated management systems and subject to regular internal and external audit processes (including recertification) and documented reporting requirements. NPA is an accredited member of the Banknote Ethics Initiative (BnEI) which focusses on the prevention of corruption and compliance with anti-trust laws and adherence with a code of ethical business practice.

Roles and Responsibilities for Establishing and Monitoring Compliance Obligations

Meeting compliance obligations requires an understanding of the relevant NPA policies and the legal and regulatory requirements in areas relevant to NPA and its business. NPA will achieve this in the following manner:

NPA Audit and Risk Committee is responsible for providing oversight of NPA’s processes for monitoring compliance with relevant laws and regulations and the existence of an appropriate risk management framework consistent with the NPA Board Risk Appetite Statement.

NPA Executive Leadership Team (ELT) provides risk and compliance oversight and will conduct a quarterly risk and compliance meeting chaired by the Chief Financial Officer to review and monitor all risk and compliance matters for the quarter. Meeting minutes and the Compliance and Irregularities Report will be provided to the NPA Board Audit and Risk Committee (refer incident reporting below).

The Chief Financial Officer co-ordinates qualified external advisors to annually review the content and continued appropriateness of certain NPA policies. Changes to compliance and risk related policies are to be initially approved by the Chief Financial Officer, prior to submission to the Chief Executive Officer.

Appropriately Qualified Internal Specialists (e.g. Work Health & Safety, Environment, Human Resources) manage compliance risks by:

1) Subscribing to and monitoring relevant information service providers such as government information sources, industry bodies and external professional bodies to provide awareness of major changes in the legal and regulatory environment.

2) Engaging specialist external consultants, advisors and lawyers to provide updated advice on obligations and reviews in compliance areas as required.

3) Maintaining a comprehensive suite of company policies that are reviewed regularly and updated as required, but at a minimum biannually.

4) Conducting regular staff training and awareness programs. This may include co-ordinating specialised internal and external training of staff as required in compliance areas – particularly when the legal or regulatory environment is changing significantly.

NPA’s Professional Advisers (includes both legal and tax advisers) are employed to assist and support management with the identification, interpretation, and training in respect of compliance obligations. They also assist with establishing contractual arrangements with third parties and with any unresolved disputes.

Operational Management are responsible for ensuring that they and their staff have sufficient working knowledge and awareness of general company-wide compliance areas and areas specific to their department’s operations.

All employees are required to:

· be familiar with this policy and other policies concerning compliance with obligations that are relevant to workplace activities

· be familiar with NPA’s culture and values including the Code of Conduct

· adhere to relevant legislation and the compliance obligations

· share a responsibility for reporting compliance breaches - incidents should be reported to their manager and reported in a timely manner.

The Risk and Compliance Specialist is responsible for maintaining the company’s risk management system used for recording and reporting non-confidential compliance related incidents. The Risk and Compliance Specialist is also responsible for co-ordinating and providing secretarial support to the ELT quarterly risk and compliance meeting, preparing compliance quarterly reporting (refer incident reporting below), identifying changes in compliance risk, planning, and monitoring future compliance initiatives.

The Chief Financial Officer is responsible for overall management and oversight of the risk and compliance framework, policies, and strategy.

NPA’s Risk Management Policy provides an overview of NPA’s organisational processes for monitoring and managing risks and should be referred to where appropriate.

Compliance Incident Reporting

Each quarter the Company will provide the NPA Audit and Risk Committee (subsequent copy to full Board) with a Compliance and Irregularities Report summarising compliance obligations, exceptions, and irregularities for the relevant quarter. The report will list all NPA policies, their review and training status, ELT policy owner, major obligations of compliance and details of any material reportable breaches or irregularities. Report preparation will incorporate a review of all compliance related incidents entered into the risk management software during the quarter. The Chief Executive Officer and Executive Leadership Team will formally attest to the report prior to NPA Board Audit and Risk Committee submission.

In addition to the above report, the Chief Executive Officer or, in the Chief Executive Officer’s absence, the Chief Financial Officer, must inform the Chair of the NPA Board of any known material reportable breach as soon as it is practical after identification.

As noted above, general compliance related incidents at NPA are recorded in the Company’s risk management system. However, certain incidents relating to HR/Security matters may be of a confidential nature and not entered into the risk management system. Any such material incidents must be advised to the Chief Executive Officer by the Chief Human Resources Officer or Business Services Manager as applicable. The Chief Executive Officer is to ensure the Board is appropriately notified if the matter is not otherwise covered in the Compliance and Irregularities Report due to confidentiality concerns.

Note: Quality Management System, Work Health and Safety and Environment material incidents and irregularities are not within the scope of the Compliance and Irregularities Report. These areas are managed via separate recording and reporting mechanisms.

IN THIS SECTION:

ANTI-BRIBERY AND CORRUPTION POLICY

FAIRCALL

COMPLIANCE - COMPETITION AND CONSUMER ACT 2010

PRIVACY STATEMENT

QUALITY, ENVIRONMENT AND WORK HEALTH AND SAFETY POLICY

whistleblower protection policy

COMPLIANCE

Anti-Bribery and Corruption Policy

1. Policy Statement

2. Scope

3. FREQUENCY OF REVIEW

4. Definitions

5. Gifts, Invitations and Hospitality

6. Facilitation Payments and Kickbacks

7. Responsibilities of NPA Personnel and Third Parties who are Contracted Service Providers

8. Protection

9. SANCTIONS

10. Governance

APPENDIX 1'Red Flags'

FairCall

Compliance - Competition and Consumer Act 2010

Policy

Scope

FREQUENCY OF REVIEW

RAISING OF ISSUES OR CONCERNS

NPA COMPLIANCE PROGRAM

2. Compliance with the Legislation

3. Getting help

4. TIPS

Section A: Competition and Consumer Act

4. General

4.1 Purpose of the CCA

4.2 Liability

4.3 Record keeping

4.4 Dealing with the ACCC

4.5 Dealing with suppliers and customers

4.6 Dealing with competitors

5. CCA Provisions

5.1 Misleading or deceptive conduct (Sch.2 - s 18)

5.2 False or misleading representations (Sch.2 - s 29)

5.3 Unconscionable conduct (Sch.2 – s 21)

5.3 Unfair contract terms (Sch. 2 – ss 23 – 28)

5.4 Restrictive Trade Practices - Part IV

5.4 Restrictive Trade Practices - Part IV

Maximum civil penalties for UCT, anti-competitive practices or misleading or deceptive conduct:

Additional criminal penalties for cartel conduct:

5.5 Other provisions

Concerted practices

Misuse of market power

Exclusive dealing and ‘third line forcing’

Resale price maintenance

International anti-cartel conduct

Privacy Statement

1. Your rights in relation to privacy

2. What kinds of personal information does NPA collect?

3. How does NPA collect personal information?

4. Why does NPA need your personal information?

5. To whom does NPA disclose your personal information?

6. Overseas Disclosure

7. Security of your personal information

8. Can you access and correct the personal information that NPA holds about you?

9. How to contact us

10. Privacy complaints

Health, Safety, ENVIRONMENT AND QUALITY Policy

PURPOSE

Scope

Policy

Expectations of NPA Personnel

Frequency of Review

References

whistleblower protection policy

Purpose

Scope

Policy

1. Who is an ‘eligible whistleblower’?

2. What is ‘Reportable Conduct’?

3. Reporting and Investigating Reportable Conduct

3.1. Internal Reports to, and Investigations by, NPA

3.2. External Reports to, and Investigations by, the FairCall Hotline

APPENDIX 1

'Red Flags'