Business Ethics

1. Introduction

1. Prospend Pty Ltd (ACN 002 087 489) and its subsidiary companies and affiliates (collectively ProSpend) is committed to operating its business in an ethical and socially responsible manner, and to working with its employees, contractors, suppliers and service providers (Stakeholders) to improve their social and environmental practices.
   
   
2. This Business Ethics and Ethical Sourcing Policy (Ethics Policy):
   1. 1. is built on the principles of the Ethical Trading Initiative (ETI), International Labour Organisation (ILO) Conventions and UN Guiding Principles on Business and Human Rights;
      2. includes comprehensive criteria on anti-corruption, labour rights, fair and safe working conditions, and environmental compliance; and
      3. has been developed to complement ProSpend’s core values of integrity, trust, and responsible conduct.
         
         
3. ProSpend requires that all Stakeholders also share and demonstrate the commitments given by it in this Ethics Policy.

2. Our Commitment

1. ProSpend is committed to:
   1. 1. integrating ethical and socially responsible business practices into all aspects of operations;
      2. upholding human rights and environmental protections;
      3. upholding fair working conditions, not only for its own workers, but also for workers in its supply chain;
      4. building a business which sources products in an ethical and socially responsible manner;
      5. operating responsibly within the community;
      6. maintaining a reputation for the highest legal, moral, and ethical standards in its dealings with our community and Stakeholders; and
      7. working with Stakeholders to help improve their ethical and socially responsible business practices.

3. Our Expectations

1. This Ethics Policy aims to communicate a clear set of required commitments for ProSpend’s Stakeholders.
   
   
2. ProSpend requires all Stakeholders to respect and comply with the commitments set out in this Ethics Policy no matter where they operate in the world.
   
   
3. Without limitation, ProSpend expects its Stakeholders to:
   
   
   1. 1. respect and comply with the minimum ethical and social standards and commitments outlined in this Ethics Policy;
      2. monitor and assess their compliance, with a focus on continual improvement;
      3. fully co-operate with any audit process conducted by or on behalf of ProSpend; and
      4. ensure that corrective action is taken as a priority to rectify any breach of this Ethics Policy.
         
         
4. ProSpend recognises that some Stakeholders may not be fully compliant with the standards set in this Ethics Policy and commits to working with Stakeholders to develop and implement continual improvement plans to achieve compliance over time.
   
   
5. ProSpend will continue to work with and support Stakeholders who demonstrate continual improvement and encourage open and honest communication about the challenges they face so that ProSpend can work with them to find practical solutions.
   
   
6. Stakeholders must comply with all applicable laws and regulations regarding labour, health, safety, and the environment.
   
   
7. If this Ethics Policy and any applicable laws and regulations address the same subject, that which affords greater protection, will apply.
   
   
8. Stakeholders are expected to communicate these commitments within their business organisation and networks, including, if reasonably practicable, through their supply chain.
   
   
9. ProSpend believes in earning its customers’ and our community’s trust by acting responsibly and doing the right thing for its people, customers, and communities. ProSpend expects the same from its Stakeholders.
   
   
10. If Stakeholders are unable to demonstrate a commitment to comply with this Ethics Policy, ProSpend reserves the right to terminate the contractual relationship.

4. Ethical Standards

ProSpend expects its Stakeholders to comply with the following ethical standards, and any associated laws and regulations in the Stakeholder’s country of operation.

Stakeholders must not use forced, bonded or involuntary labour. Workers are not required to lodge “deposits” or their identity papers with their employer and are free to leave their employment after reasonable notice.

Stakeholders shall respect that workers have the right to join or join a trade union of their own choosing and to bargain collectively. Stakeholders shall also maintain an open attitude towards the activities of trade unions and their activities.

Workers’ representatives shall not be discriminated against and will have access to carry out their representative functions in the workplace.

Where the right to freedom of association and collective bargaining is restricted under the local laws, Stakeholders will facilitate and not hinder the development of alternative means of independent and free association and bargaining.

Stakeholders shall:

1. 1. 1. provide workers with a safe and hygienic working environment, taking into account the prevailing knowledge of the industry, any specific safety and health hazards as well as the applicable laws and standards
      2. take adequate steps to prevent accidents and injury to health arising out of, associated with, or occurring in the course of work, by minimising, so far as is reasonably practicable, the causes of hazards inherent in the working environment;
      3. ensure that workers are receiving regular and recorded health and safety training and that such training is repeated for new or reassigned workers;
      4. provide workers with access to clean toilet facilities, clean and drinkable water and, if appropriate, sanitary facilities for food storage and preparation;
      5. if accommodation is provided to workers, ensure that it is clean, safe and meets the basic needs of the workers;
      6. assign responsibility for health and safety to a senior management representative; and
      7. ensure that emergency evacuation processes are established and regularly practiced by occupants, and that all fire exits and firefighting equipment are maintained to the required standards.

Stakeholders must not recruit child labour. The use and exploitation of children is unacceptable, a zero-tolerance policy against child labour is enforced.

Workers under the age of 18 shall not be employed at night and shall not work in hazardous conditions. Any workers under the age of 18 shall be appropriately monitored and supervised to ensure compliance with any applicable local employment and labour standards.

Stakeholders shall develop or participate in and contribute to policies and programs, which provide for the transition of any child found to be employed as child labour to attending and remaining in quality education until no longer a child.

Wages and benefits paid for a standard working week must meet, as a minimum, any applicable national legal laws, standards, regulations, or industry benchmark standards, whichever is the higher.

All workers must be provided with written and understandable information about their employment conditions in respect to wages before they enter employment and about the particulars of their wages for the pay period concerned each time they are paid.

Deductions from wages as a disciplinary measure shall not be permitted. Deductions from wages not provided for by the national law without the expressed permission of the workers concerned shall also not be permitted. All disciplinary measures should be recorded.

Stakeholders shall ensure that working hours comply with applicable national laws, collective agreements and the provisions covered below, whichever afford the greater protection for workers.

Working hours, excluding overtime, shall be defined by contract, and not exceed 60 hours per week.

All overtime must be voluntary and used responsibly taking into consideration: the extent, frequency and hours worked by individual workers and the workforce as a whole. It shall not be used to replace regular employment. In addition, overtime shall always be compensated at a premium rate, which is recommended to be not less than 125% of the regular rate of pay or local laws (whichever is higher).

Workers shall be provided at least one day off in every 7-day period or, where allowed by the national law, two days off in every 14-day period.

Stakeholders shall ensure that total hours worked in any 7-day period shall not exceed 60 hours, except if appropriate safeguards are taken to protect workers’ health and safety and it is:

1. 1. 1. permitted under applicable national law; or
      2. permitted by collective agreement freely negotiated with a worker’s organisation representing a significant portion of the workforce.

Stakeholders shall not practice discrimination based on race, caste, national origin, religion, age, disability, gender, marital status, sexual orientation, union membership or political affiliation.

To every extent possible, work must be performed because of a recognised employment relationship established through national law and practice.

Obligations to employees under labour or social security laws and regulations arising from the regular employment relationship shall not be avoided through the use of labour-only contracting, subcontracting, or home-working arrangements, or through apprenticeship schemes where there is no real intent to impart skills or provide regular employment, nor shall any such obligations be avoided through the excessive use of fixed-term contracts of employment.

Stakeholders will prohibit the use of physical abuse or discipline, the threat of physical abuse, sexual or other harassment and verbal abuse or other forms of intimidation.

Stakeholders shall, as a minimum, comply with all applicable laws and regulations relating to the environmental impacts of their business and maintain procedures for notifying local authorities in the event of an environmental accident resulting from the operation of their business. Such compliance with environmental laws shall include any international or applicable local laws affecting the source of materials and processes used to manufacture any products. 

1. 1. 1. Waste Management
         Waste should be minimised, and items recycled whenever this is practicable. Effective controls of waste in respect of ground, air, and water pollution must be adopted. In the case of hazardous materials, emergency response plans must be put in place.
         
         
      2. Packaging and Paper
         Undue and unnecessary use of materials shall be avoided, and recycled materials should be used whenever appropriate.

1. 1. 1. Conservation
         Processes and activities shall be monitored and modified, as necessary, to ensure the conservation of scarce resources, including water, flora and fauna and productive land in certain situations.
         
         
      2. Energy Use
         All production and delivery processes, including the use of heating, ventilation, lighting, IT systems and transportation, must be based on the need to maximize efficient energy use and to minimise harmful emissions.
         
         
      3. Product Selection
         Proactively work with and assist ProSpend in selecting products which are not environmentally harmful.

Stakeholders shall not engage or offer to engage in acts of bribery or corruption and shall not falsify any documents or records. ProSpend applies a zero-tolerance policy in this regard.

Stakeholders must:

1. 1. 1. at all times comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and improper payments including but not limited to the Criminal Code Act 1995 (Australia), the Foreign Corrupt Practices Act 1977 (United States), and the Bribery Act 2010 (United Kingdom) (Relevant Requirements);
      2. not give, offer, or promise to give, receive, or agree to accept, any payment, gift or other benefit or advantage which violates any Relevant Requirements;
      3. have and maintain its own policies and procedures, including adequate procedures under the Relevant Requirements, to ensure compliance with the Relevant Requirements, and enforce them where appropriate;
      4. not prepare, approve, or execute any contract or other document or make any record in connection with this Ethics Policy that the Stakeholder knows, or ought to reasonably know, is false, inaccurate or misleading;
      5. promptly report to ProSpend any request or demand for any undue financial or other advantage of any kind received by the Stakeholder in connection with the performance of this Ethics Policy which will or may be in breach of the Relevant Requirements; and
      6. procure, and be responsible for, the observance and performance of the Relevant Requirements by all persons performing services or providing goods in connection with this Ethics Policy on behalf of the Stakeholder or under its supervision or control.

Stakeholders shall not engage or support Modern Slavery in any form and will do their utmost to comply with any applicable legislation, including the Australian Government Modern Slavery Act 2018.

Stakeholders must agree to implement policies and procedures to identify, monitor and report on modern slavery risk factors in their operations and supply chains.

5. Monitoring and Compliance

1. 1. ProSpend reserves the right to audit compliance with this Ethics Policy or to appoint a third party to conduct an audit.
      
      
   2. Any violations will be reported to the Stakeholder’s management for their attention and corrective action, if appropriate.
      
      
   3. Where a Stakeholder is found to be in breach of this Ethics Policy, but ProSpend believes that the breach can be rectified, ProSpend will work with the Stakeholder to ensure that corrective action is taken, and improvements are made.
      
      
   4. Regardless of any corrective action, ProSpend may terminate the relationship with any Stakeholder who does not comply with this Ethics Policy, without liability to the Stakeholder for damages resulting from such termination. Breaches involving discrimination, child or forced labour, harsh or inhumane treatment or Modern Slavery are not tolerated and will result in immediate termination of the Stakeholder.
      
      
   5. All new Stakeholders are required to confirm their understanding of and commitment to this Ethics Policy as part of the onboarding process.
      
      
   6. All existing Stakeholders are required to submit an annual declaration confirming their continuing commitment to this Ethics Policy.

Last Updated: 17 October 2023