Background

Enter Another Dimension Pty Ltd (EAD) is a privately owned company limited by guarantee. Enter Another Dimension Pty Ltd is committed to responsible corporate governance, including ensuring appropriate processes are in place for collaboration to occur with Business Partners that act in accordance with applicable laws and demonstrate a high standard of business conduct.

Accordingly, the Board and senior management has endorsed this Business Partners Policy to support the Enter Another Dimension Pty Ltd Code of Business Conduct and compliance and governance framework.

Purpose of this policy

The purpose of this Policy is to:

outline Enter Another Dimension Pty Ltd’s position on working with suitable Business Partners
outline the responsibilities of Enter Another Dimension Pty Ltd’s directors, officers and employees, consultants and contractors (Employees for the purpose of this Policy) to ensure collaboration occurs with Business Partners that act in accordance with applicable laws and standards of conduct; and
promote Employees’ awareness of suspicious circumstances that may conceal bribery or corrupt behavior on the part of Business Partners.

Scope

This Policy applies to all Enter Another Dimension Pty Ltd:

Employees or any other parties acting as representatives or agents of Enter Another Dimension Pty Ltd, who engage or work closely with Business Partners. Once a consultant or contractor is engaged by Enter Another Dimension Pty Ltd, they are required to comply with this Policy as an Employee, but in some circumstances, they may also require to be monitored as a Business Partner, and wholly and majority-owned operations in all countries in which Enter Another Dimension Pty Ltd operates.

Where Enter Another Dimension Pty Ltd has a minority interest, appropriate steps are taken to ensure the business is conducted in a legal manner, including in regard to its Business Partners. References in this Policy to Enter Another Dimension Pty Ltd include its related entities.

For the purpose of this Policy, Business Partners include:

clients (where they act as an intermediary for Enter Another Dimension Pty Ltd or other situations where their activities could create legal or reputation risks for Enter Another Dimension Pty Ltd);
suppliers (where they act as an intermediary for Enter Another Dimension Pty Ltd or other situations where their activities could create legal or reputation risks for Enter Another Dimension Pty Ltd);
joint-venture and alliance partners;
sub-contractors;
intermediaries, such as agents, lobbyists, distributors, consultants, contractors and other representatives who act on Enter Another Dimension Pty Ltd’s behalf in a business development function; or
facilitate government procedures (such as customs and immigration clearances, obtaining visas, permits, and licences, or liaising with tax authorities); and
any other third parties performing services for or on behalf of Enter Another Dimension Pty Ltd.

Business Partners are also classified as low -risk and high-risk depending on an assessment of a number of factors, including nature of services, contractual allocation of liability, location of operations and jurisdictional vulnerability to bribery and corruption, and the extent of their links to government, state bodies or enterprises.

For example, intermediaries as defined above would often be considered as high-risk business partners due to liability arising out of their actions often allocated to Enter Another Dimension Pty Ltd, and their extensive or inherent links with government and government agencies.

Sources of legal obligations

The sources of legal obligations behind this Policy, insofar as it concerns the risk of bribery and corruption, are the anti-corruption laws of countries in which Enter Another Dimension Pty Ltd operates, under the United Nations Anti-Corruption Convention as well as the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, including:

Commonwealth Criminal Code Act 1995 and the Corporations Act 2001 (Australia);
Crimes Act 1961, Crimes (Bribery of Foreign Public Officials) Amendment Act 2001 (New Zealand) and Secret Commissions Act 1910 (New Zealand);
Foreign Corrupt Practices Act 1977 and the United States Code, Title 18 and section 666– theft or bribery concerning programs receiving Federal funds (United States);
Corruption of Foreign Public Officials Act 1998 (Canada); and
Bribery Act 2010 (United Kingdom).

Engaging a new Business Partner or renewing an existing agreement

Enter Another Dimension Pty Ltd internal screening process on Business Partners involves proportionate, risk-based due diligence and ongoing monitoring against specific criteria (including “red flags”) used to determine if due diligence needs to be conducted on new and where appropriate, existing Business Partners.

Prior to entering into a new contract or commitment with a Business Partner, Employees must:

1. Conduct thorough and documented due diligence, including, as appropriate, a review of the potential Business Partner’s:
  - reputation
  - ownership
  - links to government or government officials
  - financial performance
  - health and safety performance
  - qualifications and experience
  - creditworthiness
  - governance and business conduct frameworks, and
  - personnel policies.

The classification of potential Business Partners as low, medium or high -risk guides the extent of due diligence, level of tolerance on identified weaknesses and the proposed relationship as a whole.

Communicate Enter Another Dimension Pty Ltd’s expectation, by forwarding a copy of the Code of Business Conduct, and any other relevant policies to the potential Business Partner
Document the terms of relationship by entering into a written agreement which contains appropriate legal and contractual protections (including in relation to compliance with Enter Another Dimension Pty Ltd’s Code of Business Conduct, and the right to immediate termination in the event of a serious violation of the Code of Business Conduct or applicable law), and communicates Enter Another Dimension Pty Ltd’s expectations as to the Business Partner’s conduct and performance, and
Obtain all necessary internal reviews and approvals of the written agreement in accordance with the applicable delegated authority having regard to Enter Another Dimension Pty Ltd internal review process including a legal review.

Monitoring existing Business Partners’ Conduct

Whilst working with existing Business Partners, Employees must regularly monitor Business Partner performance and conduct where appropriate.

Some “red-flags” that may suggest suspicious circumstances include:

requests for payments in cash instead of by electronic funds transfer or cheque, or that all or a portion of the payment be paid in a third party country, or to a third party absence of standard invoices or requests for over -invoicing
a desire to keep the relationship with Enter Another Dimension Pty Ltd secret
appearance of being unqualified or understaffed
complex business structures that are difficult to explain such as determining ownership or location of offshore business
convictions or charges for breach of local or foreign laws or regulations, and
requests by a Business Partner:
for political or charitable donations or sponsorship arrangements
for payment to a personal bank account
that Enter Another Dimension Pty Ltd use a particular consultant or vendor
for payment into a bank account outside the country where the work is performed
that Enter Another Dimension Pty Ltd arrange an internship for a family member
for a consulting or commission agreement in relation to an open government tender, and/or
to create false or misleading documents.
for payment into a bank account that is not stated in the contract

Reporting suspicious or undesirable conduct by a Business Partner

Where suspicious or undesirable conduct by a Business Partner is observed or reasonably suspected, Employees must report it to a company Director.

Payments to a Business Partner

When approving and processing payments to Business Partners, Employees must not agree, without Executive General Manager Compliance and Group Company Secretary approval, to payments:

in cash
payable to any other party other than the Business Partner at its normal place of business
to a bank account located outside of the country where the Business Partner operates/performs services
to a bank account that differs from the one specified within contractual documents, and
for inappropriately documented or unusually high expenses.

Consequences for breach of the Policy

Association with Business Partners who act disreputably or illegally, may:

damage Enter Another Dimension Pty Ltd’s reputation and jeopardise future business opportunities
expose Enter Another Dimension Pty Ltd to scrutiny by regulatory bodies, and
make Enter Another Dimension Pty Ltd complicit to any illegal acts carried out by the Business Partner.

Laws prohibiting bribery and corruption may not differentiate between illegal acts made by Enter Another Dimension Pty Ltd or someone acting on Enter Another Dimension Pty Ltd’s behalf. Bribery and corruption are very serious offences under local and international laws and corrupt behaviour by Enter Another Dimension Pty Ltd’s Business Partners, particularly intermediaries, could expose the Company and Employees to severe criminal (a fine or imprisonment or both) and civil liability (a financial penalty and liability for damages).

Breaches of this Policy will be regarded by Enter Another Dimension Pty Ltd as serious misconduct which may lead to disciplinary action, including termination of employment.

Review of this Policy

The CEO is responsible for keeping this Policy up to date. A formal review of this Policy takes place annually.

This Policy will be submitted for review by the Risk, Audit and Compliance Committee of Enter Another Dimension Pty Ltd, who are is responsible for approving this Policy.