Conflict of Interest Policy & Declaration Procedure

Policy Owner	Human Resources
Last Reviewed	June 2020
Version	1

Conflict of Interest Policy & Declaration
Procedure

Purpose

We value our People at Oz Security and firmly believe that it is not just what we do, but also how we work to achieve results that makes the difference and creates a work environment we can all be proud of. Broadly speaking, the Oz Security Code of Conduct provides direction and guidance for expected workplace behaviour, aligned with our Values of Integrity, Innovation, Customer and Leadership.

Our Conflict of Interest Policy is a part of our Code of Conduct Framework, which endeavours to promote and maintain a professional working environment based on honesty and ethical behaviour where we are all genuinely acting in the best interests of Oz Security.

Our Conflict of Interest Policy sets out the obligations and responsibilities of all People covered by this Policy with regard to giving and receiving gratuities and gifts as well as dealing with actual or potential conflicts of interest, including offering and being offered inducements or bribes.

The Declaration Procedure included at the end of this Policy provides information about how any individual can easily declare a potential or actual Conflict of Interest (COI). Declarations enable Oz Security to consider COI and reach a determination regarding the course of action required to best protect all parties.

Oz Security’s attitude is “when in doubt: declare it”

Policy

Under this Policy, all of our People are required to put the duties and responsibilities of their job and employment or engagement with Oz Security above their own private interests when carrying out their Oz Security-related duties and responsibilities.

You are required to declare or report any Conflict of Interest (COI) you may have or suspect another person may have. Any individual who, in good faith, declares or reports an actual, potential or perceived COI and follows all required actions to remove the COI must not be subject to victimisation, reprisal or retribution because of the COI.

Complying with our COI Policy & Declaration Procedure is a requirement of ongoing employment or engagement with Oz Security. We take this Policy very seriously. Disciplinary action, up to and including termination of employment or engagement, may be taken against any person found to be in breach of this Policy.

Definitions

Authorised Person	a manager or employee nominated to act within our current Delegation of Authority Guidelines, with explicit authority to authorise an action in relation to a monetary transaction of any kind, including capital expenditure.
Private Interest:	Those interests that may bring benefit or disadvantage to an individual or to others whom the individual may wish to benefit or disadvantage.

Scope

Who Is Covered by the Conflict of Interest Policy?

The COI Policy & Declaration Procedure applies to all employees across Australia and, to the extent relevant, to all consultants and contractors who have been engaged to provide services to Oz Security.

Where an employee is covered by an Award or enterprise agreement, the Award or enterprise agreement will prevail over this Policy to the extent of any inconsistencies.

When Does The Policy Apply?

The application of our COI Policy & Declaration Procedure is not limited to the workplace or standard working hours. Our expectations for how our People manage the distinction between their own private interests and Oz Security’s interests, to ensure they are always acting in Oz Security’s best interest, extends to any work-related context including: while travelling for work; attending external events such as conferences or training; work functions or parties; and when entertaining Business Stakeholders.

Business Stakeholders includes, but is not limited to: customers; agents; suppliers; contractors; franchisees; joint venture partners; subsidiaries; unions; government; or regulatory authority officials.

Responsibilities

All Individuals: are responsible for familiarising themselves and complying with our COI Policy and for following the associated Declaration Procedure.

The obligation is on all employee and contractors/consultants to meet the expectations of this Policy and discuss any actual, potential or perceived COI situation they may have, or that they may have witnessed, with their manager.

Actual COI:	A direct conflict between your duties and responsibilities with Oz Security and your existing private interests.
Potential COI:	Where an employee, consultant or contractor has private interests that may conflict with carrying out their duties or responsibilities with Oz Security.
Perceived COI:	Where an employee, consultant or contractor has private interests that may be perceived to, or have the appearance of, improperly influencing them in carrying out their duties or responsibilities with Oz Security.

Employees, contractors and consultants must not engage in any conduct which may or is likely to be in breach of this Policy without prior approval from their Oz Security Manager.

All of our employees are responsible for:

Before accepting, declaring any gift or benefit offered to them in the course of performing their duties for Oz Security valued at $200 or more (including but not limited to tangible gifts, invites to functions or hospitality, from any client, customer or other Business Stakeholder);
Declaring the provision of any demonstration or trial equipment or resources before accepting the offer;
Never actively seeking gifts or benefits from any client, customer or other Business Stakeholder;
Accepting only gifts or benefits of modest value (generally under $200) that do not occur frequently;
Never accepting service or product discounts which are not available to everyone at Oz Security;
Never accepting sponsored or complimentary travel or accommodation without the express authority of the CEO;
Never offering, seeking or accepting gifts or benefits in exchange for business services or information, or for a business or personal advantage.

If you do not understand your obligations under this Policy, please speak to your manager or the Human Resources Team.

All Managers: are responsible for not only leading by example, but for coaching and managing employees to ensure they adhere to the COI Policy. Managers should report any COI issue or Declaration received to a member of the Human Resources Team so that reasonable and relevant mitigation steps can be put in place as applicable.

Protecting Against Conflict of Interest

What is a Conflict of Interest?

Any circumstance where there is an actual, potential or perceived opportunity to prefer one’s own interests, or those of any other person or organisation, to the interests of the Company.

In general, a Conflict of Interest is likely to exist if:

The activity or benefit has the potential to distort a person’s judgement in the performance of their duties for Oz Security;
The activity or benefit has the potential to exert undue pressure or influence on a person to act against Oz Security’s interests; or
a person’s activities or contacts are likely to cause the perception of partiality or unfair treatment.

This can be interpreted quite broadly to include any element of employment or engagement with Oz Security, for example:

decision-making;
allocation of work (including additional work or overtime if applicable);
hiring or promoting staff or contractors;
choosing, using and/or promoting vendors or suppliers of goods and/or services;
signing a contract to supply Oz Security’s goods or services to an external party;
purchasing/procurement;
providing Oz Security or work-related information;
providing references on Oz Security’s behalf; and
external activities such as, but not limited to: other work/job or contract that potentially conflicts with a person’s responsibilities at Oz Security; owning or running a business; political activity; Board membership activity; philanthropic activity; volunteer activity; media activity; undertakings or relationships.

Vested Interests

An employee who has a vested interest in a company, its associates, directorship or any type of corporate entity (‘Company’) must not recommend, incur or approve a purchase of goods and/or services from this Company on behalf of Oz Security.

A reasonable holding of shares in a major Company from whom Oz Security receives goods and/or services is acceptable under this Policy, however purchasing and similar decisions relating to that

Company must not be made by the employee who holds the vested interest without first fully disclosing their financial interest in the Company in accordance with this Policy. No transaction shall go ahead unless the transaction has been reviewed and approved by an appropriate Executive who has no association with the Company in question.

Protecting Against a Conflict of Interest

To protect Oz Security’s reputation and the integrity of its services, and to avoid an actual, potential or perceived COI, all individuals are required to:

refuse any request or offer of any free/discounted goods or services or preferential treatment on the basis of being employed or engaged by Oz Security;
ensure external activities do not interfere with their work/engagement at Oz Security or allow any conflict between their Oz Security responsibilities and their private interests to affect their ability to carry out their work effectively;
ensure they have received permission from an Authorised Person before they purchase or dispose of goods, services or other property, either tangible or intangible, on behalf of Oz Security, in accordance with our Delegation of Authority Policy;
protect and not use Oz Security’s name or any brand names associated with Oz Security to further their own private interests or those of any outside organisation or person, or to cause detriment to Oz Security;
protect and not use any Oz Security information obtained in the course of your work to further your own private interests or those of any outside organisation or person, or to cause detriment to Oz Security;
refrain from acting in a manner likely to bring Oz Security into disrepute;
advise your manager or a member of the Human Resources Team by completing a COI Declaration as soon as reasonably possible if you believe a COI has arisen or is likely to arise so that steps can be taken to manage the situation.

Gifts & Benefits

Our People may at times be offered gifts or benefits from Business Stakeholders, usually as a goodwill gesture. Alternatively, you may wish to offer gifts or benefits to Business Stakeholders. In some situations, acceptance or offering of a gift or benefit may create a sense of obligation. To minimise the possibility of a COI or the possibility of improper conduct, you must not accept or offer gifts or benefits which go beyond acceptable business practice as set out below.

Acceptable Business Practice

The acceptance of an item under the value of AUD$200, is generally considered acceptable. This may include items such as, but not limited to:

Gifts of food, wine, cards or inexpensive gifts during festive periods such as Christmas or Easter;
Offers of tickets to attend sporting events, concerts or shows;
Oz Security | Conflict of Interest Policy & Declaration Procedure Pg. 8
Invitations to attend local trade shows, conference sessions or meals; and
Inexpensive gifts such as books, promotional material etc.

Where a gift or benefit of higher value is offered, or in instances where the receiver is uncertain whether a COI exists regardless of value, the gift must not be accepted without first completing a COI Declaration Form for approval (attached at the end of this Policy). If approved, the gift may be accepted.

It is essential that receiving or giving any gift, benefit or entertainment is transparent and ethical. As a general rule, if you feel uncertain, simply don’t accept it.

As stated above, any offer of a gift or benefit valued at $200 or above must be declared before being accepted. If you decline the offer of a gift or benefit at $200 or above, you do not need to formally declare the offer but you are required to inform your manager of the offer that you received.

Unacceptable Business Practice

Our employees must not accept personal gifts of a material nature from suppliers or other outside parties with whom Oz Security is dealing or is likely to deal with. These may be seen as bribes, kickbacks or improper payments. Examples of gifts in this category include, but are not limited to:

Cash;
Free holidays;
Airline tickets;
Trial equipment or resources that has not been approved by an Authorised Person; or
Articles of value such as jewellery.

For avoidance of doubt, our employees must not accept any gifts or benefits if they:

Are Illegal (eg. stolen property or illegal substances);
Could reasonably create an undue obligation or perception of obligation for either party;
Cannot be transacted transparently;
Are unreasonable in terms of frequency and/or value;
Could cause embarrassment to the individual or the Company;
Are received immediately before, during or immediately following a business acquisition or tender; or
Are received or given in exchange for information or a service or to secure a business deal (an example may include offering a fully paid trip interstate to a major sporting event to a procurement manager just prior to the opening of a tender for security services).

Declaration Procedure

Through the identification and subsequent management of COI, the aim is to minimise the occurrence of actual, potential or perceived COI. Declaring a COI is the first step in this process.

Completing a Declaration Form

All individuals are required to declare they have no COI or declare an actual or potential COI by completing the ‘No Conflict of Interest Declaration Form’ attached at Appendix A.
Where individuals declare an actual or potential COI they must then complete a COI Declaration & Action Form (Declaration), attached at Appendix B on the last page.
A COI may be declared at any time during employment or engagement, as personal circumstances may change over time which may cause activities, contacts or relationships to cause an actual or potential COI or create a perception of personal advantage. An individual must complete a COI Declaration & Action Form (Declaration), as soon as reasonably possible after such circumstances arise.
Oz Security may require that an individual or all of our People review and submit a ‘No Conflict of Interest Declaration Form’ or COI Declaration & Action Form at any time, or on a regular basis, at Oz Security’s sole discretion.

Submitting the Declaration Form for Approval

Completed Declaration forms must be submitted to your Manager who must then discuss the matter with a member of the Human Resources Team before authorisation or mitigation steps are implemented. Where material value is to be considered, approval may need to be obtained from an Authorised Person before a final decision can be made.

Managing a Declared Conflict of Interest

Most Declared COI will require steps put in place to remove or reduce the possibility of a COI. Some examples of steps that may be implemented to prevent a COI after a Declaration is made may include:
- An individual must not authorise a purchase order or contract for spend with a supplier/vendor with whom they have a declared interest;
- An individual must not be involved in the negotiation or authorisation of a deal with another company with whom they have a declared interest;
- An individual must not authorise expenses incurred by another employee, consultant or contractor with whom they have a declared relationship (business or personal);
- An individual must not be involved in a salary review, performance feedback, bonus allocation or provide any other benefit to an employee with whom they have a declared a relationship (business or personal);
- An individual must not be involved in the recruitment/selection of an individual or appointment of a supplier/contractor with whom they have a declared relationship (business or personal)
These types of preventative measures will be documented in a Preventative COI Plan, with a copy provided to the individual and a copy placed on the individual’s file.
Where the Manager or Human Resources representative consider the COI to be complex or significant, the Group Managing Director and Chief People Officer (or in the case of a Group CEO, the Vice Chairman of the Board) may be informed and consulted before any form of authorisation or mitigation is decided. In such cases, measures taken may include transfer, change of reporting line, change of responsibilities or termination of employment / engagement.

What Should a Preventative COI Plan Include?

Individual’s name & position
Date of COI Declaration
Summary of what the potential or actual COI is
The preventative steps that have been agreed with the Human Resources Team / CEO / Group CEO or Vice Chairman, as relevant
The steps the individual is expected to take or follow to prevent a Conflict of Interest arising
The Preventative COI Plan will be confirmed in the form of a letter or an email. The individual member must be provided with a copy of the Preventative COI Plan and a copy sent to the Human Resources Team humanresources@Oz Securitygroupau.com

Breach of Policy

Any failure to comply with this Policy and Procedure including the disclosure of a potential or actual conflict of interest is considered a breach of this Policy and the Code of Conduct.

Oz Security reserves the right to direct individuals to provide information regarding potential or actual conflicts of interest. A failure or refusal to do so may be regarded as a breach of this Policy and the Code of Conduct.

Disciplinary action up to and including termination of employment or services may result.

Additional Information

Where To Go If You Have Questions

If you find yourself in a situation where you are unsure about whether you, a colleague, a contractor or consultant have an actual or potential conflict of interest, or you wish to discuss a question regarding either yourself of another person being offered a gift or gratuity or any other questions regarding this Policy, please speak to your Manager or a member of the Human Resources Team.

Policy Review

This Policy is maintained by the Human Resources Team and may be revised from time to time based on legislative requirements and to ensure relevance to our business operations. It does not form part of an individual’s contract of employment or engagement.

You are welcome to contact humanresources@Oz Securitygroupau.com with any suggestions, feedback or questions.

Appendix A – No Conflict of Interest Declaration form

Before completing this Declaration, please read the Oz Security Conflict of Interest Policy.

This form is to be used by all Oz Security employees, contractors and consultants to declare they have No Conflict of Interest between their personal interests/activities and the role they perform while employed or engaged at Oz Security.

Name:	Title:
Location:	Division:
Manager:	Date:

I, ………………………………………………………..………………..[insert full name], have received a copy of the company’s policy on conflicts of interest. I have read and understand the policies on conflicts of interest. I hereby declare that as at the date of this declaration, I am not aware of any actual or perceived conflict of interest, or potential conflict of interest, except as follows:

[Insert details of any conflicts of interest or if none, write “none”]

Signature: _______________________________________ Date: ______________________________________

In this Declaration, “Conflict of Interest” means:

“Any circumstance where there is an actual, potential or perceived opportunity to prefer one’s own interests, or those of any other person or organisation, to the interests of Oz Security”.

A Conflict of Interest may include an actual, potential or perceived conflict of interest, as described below:

Actual COI:	A direct conflict between your duties and responsibilities and your existing private interests.
Potential COI:	Where an employee, consultant or contractor has private interests that may conflict with carrying out their duties or responsibilities with Oz Security.
Perceived COI:	Where an employee, consultant or contractor has private interests that may be perceived to, or have the appearance of, improperly influencing them in carrying out their duties or responsibilities with Oz Security.

Appendix B – Conflict of Interest Declaration & Action Form

Before completing this Declaration, please read the Oz Security Conflict of Interest Policy.

This form is to be used by Oz Security employees, contractors and consultants to declare and potentially gain approval for any personal interests which may create a Conflict of Interest between their personal interests/activities and the role they perform while employed or engaged at Oz Security.

Name:	Title:
Location:	Division:
Manager:	Date:

In accordance with the Oz Security Conflict of Interest Policy & Declaration Procedures, I understand that this form is to be used as my declaration of an actual, potential or perceived Conflict of Interest that may exist between my personal interests or actions and my role at Oz Security.

I wish to declare that I have an actual or potential Conflict of Interest between one or more of the following personal interests and my role at Oz Security (Please tick as many as relevant)

In summary, please describe the details of the actual or potential conflict(s) you are declaring. Please also attach any relevant documents and indicate the type and number of any documents you have attached.

Signature: __________________________________ Date: __________________________________________

Your Privacy

Oz Security takes your privacy very seriously. Completed declaration forms contain personal information about you and will therefore be stored and maintained in accordance with our Privacy Policy. Completed declaration forms and preventative plans will be stored on your file and will only be accessed by relevant and authorised staff in accordance with the Privacy Policy.