anti-bribery & corruption (abc) policy€¦ · corruption (abc) legislation in all jurisdictions in...

Anti-Bribery & Corruption (ABC) Policy

1 SEPTEMBER 2020

Table of contents1. Overview 3

2. Purpose 4

3. Scope 5

4. Westpac’s approach to ABC 6

5. Risk appetite 7

6. Exceptions 8

7. Incident handling 9

8. Policy governance 10

9. Communication of material changes 11

Appendix 1: ABC Legislation 12

Appendix 2: Key terms 13

1 SEPTEMBER 2020

Anti-Bribery & Corruption (ABC) Policy

1. Overview

The Westpac Group (‘Westpac’) is committed to preventing, detecting and deterring bribery and corruption by managing its bribery and corruption risk and complying with relevant anti-bribery and corruption (ABC) legislation in all jurisdictions in which it operates, not simply because it is required to, but it is the right thing to do.

We therefore take appropriate measures to prevent bribery and corruption to protect our customers, community and our people. These measures are also reflected in our Code of Conduct, Principles for Doing Business and Values which are all designed to help us make the right choices.

Westpac recognises that failure to comply with relevant ABC legislation, including the ongoing management of this risk would not only constitute a breach of legal and/or regulatory requirements, but would also represent a failure to abide by broader community expectations. This could cause significant legal and regulatory action, reputational damage and financial loss for Westpac (including serious criminal and civil penalties). In addition, employees who are involved in or have facilitated bribery and/or corruption activities, or failed to take reasonable steps to prevent and/or report those activities, could face personal criminal action, civil action and/or dismissal.

3Anti-Bribery & Corruption (ABC) Policy Westpac Group

https://www.westpac.com.au/content/dam/public/wbc/documents/pdf/aw/code-of-conduct.pdfhttps://www.westpac.com.au/about-westpac/sustainability/goverance-and-accountability/goverance-principles-for-doing-business/https://www.westpac.com.au/about-westpac/sustainability/goverance-and-accountability/goverance-principles-for-doing-business/https://www.westpac.com.au/about-westpac/westpac-group/company-overview/our-strategy-purpose/

2. Purpose

The Westpac Group ABC Policy (Policy) establishes the minimum expectations for Westpac to comply with its ABC obligations. Further guidance is set out in the Westpac Group Financial Crime Risk Management Framework and Westpac Group ABC Standard (which are available on the Westpac intranet).


3. Scope

3.1 ApplicationThis Policy applies to all jurisdictions in which Westpac operates. It is applicable to all Associated Persons of Westpac. This includes officers, employees, agents, contractors, subsidiaries and controlled entities of Westpac, or a person that otherwise performs services for or on behalf of Westpac.

All Associated Persons of Westpac are responsible for understanding how this Policy applies to their role. This Policy complements, and does not replace or override, any legal or regulatory requirement imposed upon Westpac in any jurisdiction in which it operates.

3.2 Divisional/Business Unit policies (including supporting documents)Divisions and individual Business Units may create their own documents to support compliance with this Policy. These documents may include, but are not limited to, standards, processes and guidance. These documents must fully comply with this Policy and the ABC Standard at a minimum, but may impose more stringent requirements. The Division or Business Unit must provide their people with the appropriate information to understand their ABC requirements.

Where Westpac entities operate in jurisdictions other than Australia, it may be necessary for Regional/Country/Jurisdiction Financial Crime Officers (FCOs) to implement specific programs and standards to address jurisdiction-specific regulatory requirements or operating models. Where this occurs, it is the responsibility of the local Head and/or the relevant Business Division Group Executive to approve those specific documents for adoption.


4. Westpac’s approach to ABC

4.1 Zero tolerance for bribery and corruptionWestpac has zero tolerance for any form of bribery and corruption. This includes a ban on facilitation payments.

Associated Persons shall not offer, provide, authorise, request or receive a “bribe” or anything which may be viewed as a bribe either directly or indirectly or otherwise through any third party, or perform their functions improperly in anticipation or in consequence of a bribe.

Refer to Appendix 2 for the meaning of “bribe”, “financial or other advantage” and “purpose of improperly influencing the performance of/misuse of a person’s position”.

4.2 Key principlesThe following key principles govern Westpac’s group-wide approach to complying with ABC legislation:

a) Westpac complies with ABC legislation in the jurisdictions in which it operates (Appendix 1).

b) Westpac has regard to international best practice, standards and guidance.

c) Westpac cooperates with law enforcement agencies and works in conjunction with the government of any jurisdiction in which it operates and supports these governments’ objectives in relation to enforcing ABC legislation.

d) Westpac’s decisions to offer certain products or services are guided by its ability to mitigate the residual ABC risk to a level within its risk appetite, its corporate social responsibility, business efficacy and reputational risk.

4.3 Key measuresWestpac is required to design a system of internal controls, maintain accurate books and records and ensure accurate record keeping under the US Foreign Corrupt Practices Act 1977 (FCPA). Westpac must also put in place adequate procedures as a defence to bribery under legislation including the UK Bribery Act 2010. Adequate procedures must be proportionate to the bribery and corruption risks that Westpac may reasonably face.

This Policy is supported by a range of more detailed internal bribery and corruption prevention policies, procedures and controls that comprise Westpac’s system of internal controls and “six adequate procedures” that are designed to prevent bribery and corruption. The “six adequate procedures” are: Westpac’s top-level commitment, proportionate procedures, risk assessments, due diligence, communications (including training of Westpac employees and their managers commensurate to the likelihood of their exposure to bribery and corruption) and monitoring and review.

These procedures are designed to prevent bribery and corruption and seek to ensure compliance with applicable ABC legislation with respect to:

a) customers and transactions;

b) products and projects;

c) third parties;

d) offering or accepting gifts, entertainment or hospitality;

e) charitable contributions and sponsorship;

f) political expenditure;

g) employment practices;

h) mergers and acquisitions and joint ventures; and

i) expenses, books and records.


5. Risk appetite

Risk appetite is the maximum level of risk that Westpac is prepared to accept in the normal course of business. Westpac has zero tolerance for any form of bribery and corruption. This includes a ban on facilitation payments. Westpac seeks to take all reasonable steps to minimise the bribery and corruption risks associated with carrying on its business. Westpac has no appetite for failure to manage our business in line with financial crime policies including policies for ABC.


6. Exceptions

An exception to this Policy, or any standard, procedure or other document supporting compliance with this Policy, may be required where there are unique characteristics or legal requirements facing individual subsidiaries, Business Units or branches outside of Australia.

The granting of these exceptions is at the discretion of the relevant Business Unit Line 1 General Manager (or approved delegate) and General Manager, Financial Crime (or approved delegate).

Requests for exceptions are managed by the Group ABC Officer. A request should be made in writing to the Group ABC, Financial Crime & Human Rights Integration Officer and a record of the decision documented.

Ongoing exceptions are subject to periodic review by the General Manager, Financial Crime.


7. Incident handling

Incidents relating to actual, likely or suspected non-compliance of this Policy or breaches of relevant ABC laws must be recorded in JUNO in accordance with the Westpac Group Incident Management Policy and reported to the Board Legal, Regulatory and Compliance Committee (BLRCC) on a quarterly basis. The General Manager, Financial Crime is required to inform the Group Executive, Financial Crime, Compliance & Conduct, through weekly updates, of any incidents with an impact rating of at least high and recommend whether any of these incidents require immediate escalation to the Westpac Group Executives, CEO, BLRCC and the Board.

Where an incident involves disclosure to a financial crime regulator or other party, it must be escalated and managed in accordance with the Westpac Group Regulatory Disclosure Policy.

Non-compliance with this Policy may, in some circumstances, result in disciplinary action up to and including dismissal in accordance with Westpac Group People Policies. Engaging in any form of bribery or corruption will expose employees to the most serious consequences under the Westpac Group Consequence Management Framework.

Internal disciplinary procedures are independent from any action that may be initiated by Australian, or overseas regulators, if a breach of a relevant ABC law occurs.

Associated Persons may report matters anonymously in accordance with the Westpac Group Speaking Up Policy.


8. Policy governance

This Policy is reviewed annually by the Policy owner (General Manager, Financial Crime). Non-material changes to the Policy may be approved by the Policy owner and are noted by the Westpac Group Financial Crime Risk and Compliance Committee (FCC RISKCO). Material changes to the Policy must be approved by the BLRCC following support by FCC RISKCO. The Policy must be submitted to BLRCC for approval every 3 years regardless of the materiality of changes.

In addition, this Policy is reviewed following any substantive changes to ABC legislation or internal and external factors, including regulatory feedback.

Changes to the Policy are governed in accordance with the Westpac Group Financial Crime Risk Management Framework.


9. Communication of material changes

The General Manager, Financial Crime is responsible for communicating material changes to this Policy.


Appendix 1: ABC Legislation

Jurisdiction Key ABC Legislation

Australia Commonwealth Criminal Code Act 1995 (Cth) Corporations Act 2001

Australian state legislation• New South Wales: Crimes Act 1900 (NSW)• Victoria: Crimes Act 1958 (Vic)• South Australia: Criminal Law Consolidation Act 1935 (SA)• Queensland: Criminal Code Act 1899 (Qld)• Western Australia: Criminal Code Compilation Act 1913 (WA)• Tasmania: Criminal Code Act 1924 (Tas)• Australian Capital Territory: Criminal Code 2002 (ACT)• Northern Territory: Criminal Code Act 1983 (NT)

United Kingdom Bribery Act 2010Theft Act 1968Companies Act 2006

United States Foreign Corrupt Practices Act of 1977 (15 U.S.C. § 78dd-1, et seq., 1998)Bribery of Federal Public Officials and Witnesses (18 U.S.C. § 201)Travel Act (18 U.S.C. § 1952)

China Anti-Unfair Competition Law of the People’s Republic of ChinaCriminal Law of the People’s Republic of China

Fiji Prevention of Bribery Promulgation 2007Crimes Decree 2009

Hong Kong Prevention of Bribery Ordinance (POBO)Companies Ordinance (CAP 622) and Organised and Serious Crimes Ordinance (CAP 455)

India Prevention of Corruption Act (PCA) 1988Foreign Contributions Regulation Act 2010Eradication of Criminal Acts of Corruption 1999 (No.31)

Indonesia Penal Code of IndonesiaCriminal Act of Bribery 1980

New Zealand Crimes Act 1961Secret Commissions Act 1910NZ Companies Act 1993

PNG Criminal Code Act 1974

Singapore Prevention of Corruption ActPenal Code


Appendix 2: Key terms

Associated Person An Associated Person is an officer, employee, agent, contractor, subsidiary or controlled entity of Westpac, or a person that otherwise performs services for or on behalf of Westpac irrespective of the contractual status or description of the relationship between such person and Westpac.

Bribe A bribe involves:

a) The offering, promising, providing, authorising, requesting or receiving of a financial or other advantage or anything of value; and

b) The purpose is to improperly influence the performance of/misuse of a person’s position.

Facilitation payments

Small bribes paid to facilitate routine Government action.

Financial or other advantage

Financial or other advantage can include money or any offer, promise of gift of something of value or advantage, including non-tangible things. For example, gifts, hospitality, provision or reimbursement of travel, charitable contributions, publicity and sponsorship, political expenditure, providing useful and typically non-public information, providing advice and assistance, incentive schemes, favouring relatives or business partners, a rebate, commission or kick-back when there is an improper purpose, performance or misuse of information.1

Purpose of improperly influencing the performance of/misuse of a person’s position

The offering, providing, promising, authorising, requesting or receiving of any financial or other advantage (as above) can constitute a “bribe” within the meaning of this Policy if it is:

a) intended as an inducement or reward for the improper performance of the recipient’s duties (whether or not they are a public official or otherwise connected with government). It does not matter whether the advantage or benefit is offered, provided, requested or received by a different person to the person who is to perform the relevant function;

b) otherwise improper for the recipient to request or receive the relevant financial or other advantage (whether or not they are a public official or otherwise connected with government);

c) offered or provided to a public official or to a third party at a public official’s request or with their consent or acquiescence with the intention of influencing the public official in their official capacity, inducing them to violate any lawful duty or inducing them to influence any government authority, in each case for the purpose of obtaining a business or any other advantage in the conduct of business or securing any other improper advantage; or

d) perceived to be customary, necessary, required or officially tolerated in the situation.

Corruption Misuse of a person’s position for private gain. Corruption is any dishonest activity in which an individual abuses his or her position in order to achieve some personal gain, and/or to provide an advantage or disadvantage to another person or entity.

1 It is important to note that bribery is not avoided merely because any financial or other advantage is provided after a service is provided. Bribery can take place when you receive or give a reward of some kind after the event. Bribery can also be committed even if you do not actually receive a promised financial or other advantage, if you acted with a view to obtaining that advantage.


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