Legal & Policies

Privacy Policy


ELSA-COR-POL-001 Issue Date: 21 May 2018 Version 1.2 © Elbit Systems of Australia Pty Ltd

This policy describes how Elbit Systems of Australia Pty Ltd (“ELSA” or “we” or “our”) will treat the personal information that ELSA collects from individuals (“you”).

These standards use the definition of “personal information” which is provided in the Privacy Act 1988 (Cth) (“Act”).

Through ELSA’s business dealings with you, the use of ELSA’s website, any applicable social media websites and pages and other communications, we may collect personal information about you. This policy explains how we collect, hold, use or disclose personal information and how you can access and correct your personal information and what to do if you have a complaint. These standards comply with the requirements of the Act, including the Australian Privacy Principles (APPs), to the extent the APPs apply, and any other applicable privacy laws in Australia.

Collection of Personal Information

What kinds of personal information does ELSA collect and hold?

The kinds of personal information that ELSA collects and holds include names, address, email address and phone number and other information that you provide to us that is relevant to our functions and activities.

How is personal information collected?

ELSA usually collects personal information directly from you.

In some instances, ELSA may collect personal information about you from third parties, such as recruitment agencies or from your employer where we have a business relationship with your employer and your contact details are required in order for us to correspond with our business partner.

ELSA may collect personal information from third parties, such as suppliers of goods and services, including, where you have made inquiries about our goods or services to such third parties.

ELSA may collect personal information when you communicate with us, such as when you:

(a) make inquiries about ELSA, or our services or contact ELSA for any other reason so that ELSA can process, deal with and respond to your queries or other issues including any complaints;

(b) provide your details to act as the contact person for an organisation that we supply goods and services to or an organisation that we receive the goods and services from;

(c) contact, register with, post to, like or follow any of ELSA’s social media websites, pages, forums or blogs;

(d) use the ELSA website;

(e) subscribe to any of ELSA services;

(f) register for and attend events;

(g) make applications for prospective employment and contracting opportunities with ELSA; or

(h) subscribe to a newsletter, fill out a form or survey, enter or participate in any competitions or promotions.

Any area where personal information is collected on our website or our social media pages will state to the user that personal information is being collected.

What happens if you do not provide your personal information to us?

If you do not provide personal information that we request in connection with our activities, we may not be able to respond effectively to your enquiry.

Why does ELSA collect, use, hold and disclose your personal information?

We collect, use, hold and disclose your personal information as necessary for purposes directly related to our functions and activities, including:

(a) name and contact details, to provide our products and services to our customers and information and all services relating to our products and services;

(b) name and contact details, to record information regarding products purchased from us and to provide further services, such as repair or replacement of products;

(c) name, contact details, and transaction information such as information on our communications with you;

(d) name and contact details, to supply product warranties and guarantees and all related services; and

(e) name, contact details, educational information, government related identifiers (to the extent it is necessary for us to identify you), for the provision of training to individuals, contracting with individuals and assessing individuals for current or future employment opportunities.

Does ELSA use cookies or other web tracking systems?

We track traffic patterns throughout the URL (website) registered to ELSA.

We use “cookies” on our website. A “cookie” is a small amount of information which is transferred to the hard drive of your computer and which can identify your web browser, but not you. If you want, you can disable your web browser from accepting cookies. If you do so, you can still access our website, but not all services may be available.

ELSA may automatically collect general statistical information on our website about visitors to our website, such as IP addresses, browsers used, dates visited, pages visited and number of visitors. However, such information does not refer to individuals by name or their contact details.

ELSA uses this data in aggregate to improve our website. We may provide such aggregated data to third parties, but in so doing, we do not provide personal information without the individual’s consent.

ELSA may use third party providers from time to time to provide us with web analytics services. These providers collect information on how individuals use our website. These providers may use cookies and other technology such as clear gifs or web beacons to obtain such information. This allows ELSA to improve our website and our services.

Disclosure of Personal Information

Will ELSA disclose personal information to anyone else?

ELSA may, where permitted at law and subject to the terms of this Privacy Policy, disclose personal information to:

(a) our related companies/bodies corporate including for the purposes of monitoring the security of our information technology systems and providing technical support and assistance;

(b) third party contractors and providers of goods and services;

(c) research companies who undertake surveys and audits for us;

(d) insurance companies; and

(e) professional service firms providing services to ELSA.

Where ELSA discloses personal information to third parties, we have agreements in place to ensure that third parties comply with our Privacy Standards. We may also provide your information to others, if required or permitted to do so by law, in accordance with the APPs. ELSA will only disclose your personal information:

(a) with your consent; or

(b) for a purpose which you would reasonably expect; or

(c) as required or permitted by law; or

(d) in accordance with this Privacy Policy.

Does ELSA disclose personal information overseas?

We may disclose personal information overseas to our related bodies corporate located in Israel for the purposes outlined above.

Unsubscribing from Our Marketing Materials

Unsubscribing from email lists

Any time ELSA sends emails for marketing or promotional purposes, our emails will contain instructions on how you may unsubscribe from the relevant email list in respect of direct marketing.

Unsubscribing from social media pages

Our social media pages provide instructions as to how you can unsubscribe from the relevant social media website or page.

Unsubscribing from hard copy promotional materials

If we send you hard copy promotional materials, such materials will include instructions on how you may unsubscribe from receiving such materials.

Dealing with us anonymously or using a pseudonym

You may deal with ELSA on an anonymous basis or by using a pseudonym when making inquiries through our website or social media pages, or when you make general inquiries by telephone and do not require a further response from us. However, we may need certain contact details from you to respond to inquiries. Generally, we will require your personal information in order to transact with you.


ELSA uses industry-standard methods and takes such steps as are reasonable to protect your personal information from unauthorised access modification or disclosure and from misuse, interference and loss. Among other techniques, we usually:

(a) store such information on a computer behind our “firewall” in a secure location;

(b) restrict the number of employees internally who can access such data; and

(c) keep hard copies of documents in lockable cabinets in a secure location.

Once personal information is no longer required by us for the purposes for which it was collected or held or otherwise in accordance with the APPs, we will take all steps as are reasonable in the circumstances to ensure that it is either destroyed or de-identified.

Access, Correction and Removal of your Personal Information

You may seek to access or correct your personal information at any time by contacting ELSA’s Privacy Officer by email at or by mail to: Privacy Officer, Elbit Systems of Australia Pty Ltd, PO Box 591, Port Melbourne, VIC 3207, Phone +61 3 8644 8373.

If we do not agree to provide you with access to your personal information or to amend or annotate the information we hold about you, you may seek a review of our decision.

If we do not agree to make the requested changes to your personal information, you may make a statement about the requested changes and we will attach it to your record.


You can send written complaints about a breach of the APPs in relation to your personal information to ELSA’s Privacy Officer by email at or by mail to Privacy Officer, Elbit Systems of Australia Pty Ltd, PO Box 591, Port Melbourne, VIC 3207, Phone +61 3 8644 8373.

Complaints will be reviewed by ELSA’s Privacy Officer and a response will usually be provided within 14 days of receipt of the complaint.

If you believe that your complaint has not been satisfactorily addressed by us, after following the procedure set out above, you can make a complaint to the Office of the Australian Information Commissioner (OAIC). The OAIC’s contact details are here.

For more information about making a complaint, contact our Privacy Officer.


ELSA may amend these Privacy Standards at any time. Amendments to these Privacy Standards will be posted on our website and will be effective when posted. Please check our Privacy Standards regularly for updates and amendments.

ELSA-COR-POL-001 Issue Date: 21 May 2018 Version 1.2 © Elbit Systems of Australia Pty Ltd

Download the Privacy Policy PDF


Legal Terms


The following Terms and Conditions of Use apply to any visitor or user (hereinafter referred to as “You”) of the website located at and any websites (singularly and collectively, “the Site”) that Elbit Systems Ltd or its subsidiaries (singularly and collectively, “Elbit Systems”) own and control. By accessing and using the site, you hereby agree to be bound by these terms and conditions of use.

The following terms govern your access to and use of the Site, and apply to all materials, software, content, services, online communications and other information that is or becomes available on or through our Site (collectively, the “Material”). By accessing and using the Site, you hereby agree to be legally bound by the terms and conditions of this Agreement. If you do not agree to such terms and conditions, you must not use the Site.

 We reserve the right, in our sole discretion, to change, modify or otherwise alter the terms and conditions of this Agreement with or without notice to you. Such changes and/or modifications shall become effective immediately upon the posting thereof on the Site. Your continued use of the Site shall constitute your continuing acceptance of any and all revised terms and conditions. Elbit Systems may terminate, change, suspend or discontinue any aspect of the Site, including the availability of any features of the Site, at any time without notice to you. Elbit Systems may also impose limits on certain features or services or restrict your access and use of the Site without notice or liability.

1. General Conduct & Limited License

1.1 The Material is the property of Elbit Systems, and is protected, without limitation, by Israeli, U.S. and foreign copyright and trademark laws, and in certain instances, Israeli, U.S. and foreign patent laws. Elbit Systems hereby grants you a personal, non-exclusive, non-assignable, non-sublicensable and non-transferable license to use and display, for non-commercial and personal use only, one copy of the Material that you download from the Site, except as may otherwise be expressly provided on our Site. You agree that the copy of the Material shall retain all copyright, trademark and other proprietary notices in the same form and in the same manner as such notices appear on the Material or on the Site. You shall not otherwise reproduce, modify, distribute, transmit, post, or publish (including, without limitation, display and distribution via a third party website), the Material without Elbit Systems’ prior written consent. Except as expressly set forth herein, nothing contained herein shall be construed as conferring by implication, estoppel, or otherwise any license or right under any patent, trademark or copyright of Elbit Systems or any third party.

1.2 You understand and agree that the Material is provided hereunder “AS IS” without warranty of any kind and that your use of the Material is at your sole discretion and risk. You shall be solely responsible for any damage to your network, software or computer system and any loss of data that may result from your use of the Site and/or the Material.

1.3 While visiting the Site, you shall not submit, post, publish, distribute or transmit: (a) material that is illegal, indecent, obscene, libelous, defamatory, disparaging, false or misleading; (b) material other than that which may be requested by an interactive application or tool on the Site; (c) unsolicited advertising, promotional material, or other forms of solicitation; (d) material that would infringe the intellectual property, privacy or other rights of third parties, (e) a computer virus, worm, Trojan horse or other element destructive to the Site or any Elbit Systems’  hardware or software accessible through the Site, or (f) a digital or manual signature, password, or other element impersonating an Elbit Systems employee, or affiliate, or any forged TCP/IP headers or parts of a header, in an attempt to gain unauthorized access to Elbit Systems’  computers, software, data, accounts or databases.

1.4 You shall not, without the prior written consent of Elbit Systems, use any computer code, data mining software, “robot,” “bot,” “spider,” “scraper” or other automatic device, or program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the web pages, Material, data or content found on the Site or accessed through the Site. You shall not engage in the mass downloading of files from the Site; use the computer processing power of the Site for purposes other than those permitted hereunder; or flood the Site with electronic traffic designed to slow or stop its operation. You shall not disassemble, decompile, reverse engineer or otherwise modify the Material. Any unauthorized or prohibited use shall subject the offender to civil liability or criminal prosecution under applicable laws.

1.5 Access to and use of password protected and/or restricted areas of the Site is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Site may be subject to civil liability or criminal prosecution under applicable laws.

1.6 In an effort to make online information about Elbit Systems, we may use the Site as an entry into other networked web pages and websites operated by Elbit Systems and its subsidiaries and affiliates (together, the “Linked Sites”). Please note that individual Linked Sites may adopt terms of use particular to the purpose of such Linked Site. If a Linked Site has imposed its own terms of use by posting on such Linked Site, separate agreement or otherwise, the provisions of those Linked Site terms shall control the use in the event of a conflict with the terms and conditions of this Agreement. Except as supplemented or superseded as described herein, this Agreement applies to the entire network of the Linked Sites, and control your use thereof.

2. Third Party Material

2.1 The Site may include content owned or licensed by third parties, as well as links to websites owned by third parties (singularly and collectively “Third Party Material”). Access to and use of any Third Party Material is at your sole risk and Elbit Systems shall not be responsible for the accuracy or reliability of any information, data, opinions, advice or statements made in such Third Party Material.

2.2 Elbit Systems’ inclusion of Third Party Material on the Site shall not be construed as Elbit Systems’ endorsement of any third party or the Third Party Material, and no rights or licenses are granted to you in the Third Party Material. You agree to defend and hold Elbit Systems harmless from any and all liability that may result from your use of the Third Party Material.

3. Elbit Systems Marks

3.1 Any trademarks, trade names, trade dress, service marks, logos, domain names, and URLs (collectively, the “Marks”) provided in the Material or displayed on the Site are the property of Elbit Systems or third parties, and no right to use such Marks is granted to you herein.

4. Disclosure; Forward-Looking Statements

4.1 Some Material may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to Elbit Systems’ current plans, estimates, strategies, goals and beliefs and as such do not relate to historical or current fact. Forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements contained in the Material generally are identified by the words “believe,” “project”, “expect”, “will likely result”, and “strategy”, “plan”, “may”, “should”, “will”, “would”, “will be”, “will continue”, “will likely result” and similar expressions. Forward-looking statements are based on management’s current expectations, estimates, projections and assumptions and are not guarantees of future performance and involve certain risks and uncertainties, the outcomes of which cannot be predicted. Therefore, actual future results, performance and trends may differ materially from these forward-looking statements due to a variety of factors, including, without limitation, the scope and length of customer contracts; governmental regulations and approvals; changes in governmental budgeting priorities; general market, political and economic conditions in the countries in which we operate or sell, including Israel and the United States among others; differences in anticipated and actual program performance, including the ability to perform under long-term fixed-price contracts; and the outcome of legal and/or regulatory proceedings. The factors listed above are not all-inclusive, and further information about risks and other factors that will affect our future performance is contained in Elbit Systems’ annual report on Form 20-F and Elbit Systems’ other reports on Form 6-K. We expressly disclaim any obligation to update or review any forward-looking statements on this Site, whether as a result of new information, future events or otherwise, except as may be required by applicable law. In view of the foregoing, you agree to place no reliance on any forward-looking statements on the Site.

4.2 Nothing in the Site constitutes investment advice, including Elbit Systems’ SEC filings. Investor relations information is provided for convenience and information only. Investor relations information and other Site content are not offers to sell or solicitations of offers to buy Elbit Systems’ shares. All investors should know that all stock prices move up and down in the market, and that there are no guarantees as to the future performance of Elbit Systems’ shares or any shares.

4.3 Elbit Systems does not generate the share price information for the Site. Elbit Systems believes that the information is accurate but cannot guarantee the accuracy, completeness or timeliness of the information. You shall not rely on the information for investment purposes. Elbit Systems shall not be liable for any loss or damages, whether direct, indirect, special, incidental, consequential, or exemplary that arise from reliance on information contained on or through links from, the Site that relates to Elbit Systems’ shares or shares’ prices.

5. Accuracy and Timeliness of Information and Historical Information

5.1 Elbit Systems assumes no responsibility to monitor the accuracy, completeness, timeliness or reliability of any Material on the Site. As such, Material may not be updated when errors are uncovered or as new information becomes available. You understand that certain Material, including, but not limited to, annual reports, SEC filings, press releases, and product information, may become stale or incomplete over time, and you hereby release Elbit Systems from any and all liability associated with same.

5.2 Elbit Systems original content and other Material which may be archived on Elbit Systems -provided Sites is believed to be accurate at the time of creation and original date of posting. However, you should understand that the passage of time, subsequent events and other changes may make the posting stale.

5.3 Although such original content and other Material may be included on such Sites as archival Material, Elbit Systems may not have updated, edited, changed or removed the content, and disclaims any obligation to do so. To the extent reliance on dated Material is made, it is done so at your sole risk.

6. Submissions to the Site; Contests

6.1 Any information, including, but not limited to, feedback, questions, comments, suggestions, ideas, graphics, computer files, links, or other material you submit to the Site (“Submissions”), whether via e-mail or otherwise, regardless of any terms you propose that may be included therewith, shall be considered non-confidential and you hereby grant Elbit Systems a non-exclusive, perpetual, worldwide, royalty-free license to use the Submissions in any way we choose. Therefore, Elbit Systems may, among other things, reproduce, transmit, distribute, adapt, perform, display and create derivative works from or based upon your Submissions, and sublicense others to do any or all of the foregoing activities. You agree that your Submissions shall meet all requirements for appropriate content in accordance with Section 1.3 above. Elbit Systems reserves the right at any time and without notice, to refuse to receive, post or remove any Submission.

7. Disclaimers


8. Termination and Survival; Miscellaneous

8.1 Some of the provisions of this Agreement are for the benefit of Elbit Systems, its officers, directors, employees, agents, subsidiaries, affiliates, suppliers, and any third-party information providers. Each of these persons or entities shall have the right to enforce these provisions directly against you on its own behalf if you violate any of the terms or conditions of this Agreement.

8.2 Elbit Systems’ failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provisions of this Agreement. Elbit Systems may assign its rights and duties under this Agreement to any party at any time without notice to you.

8.3 This Agreement shall expire when you discontinue use of the Site.

8.4 In the event of breach of these terms, Elbit Systems may terminate your access to and your use of the Site and the Materials.

8.5 Obligations and duties arising under these terms, which by their nature extend beyond the termination of this Agreement, shall survive any termination and shall remain in effect for a period of one (1) year thereafter.

Whistleblower and Investigations Procedure

Document Details

Document Number – ELSA-COR-PRO-005

Document Type – Procedure

Circulation Restriction –Unrestricted

Security Classification – Official

Document Details

This procedure outlines ELSA’s whistleblower and investigations process.


Revision History

1.This document will be re-issued in full for each release (i.e. change pages will not be issued).

2.Document update approval will be in accordance with ELSA-QUA-PRO-004 [1].


Rev Date


Developed by

Approved by


18 Dec 2019

Initial Release

Neil Killick

Shirley Yonatan


28 Jan 2020

Wording Update

Neil Killick

Shirley Yonatan



1.1 Introduction
4.1 Eligible Whistleblowers 
4.2 Types of Disclosures
4.3 Disclosable Matters 
5.1 Supervisors/Managers
5.2 Whistleblower Compliance Officer (“CO”)
5.3 Chair of the Board of Directors 
5.4 Alternative Reporting Channels 
6.1 Introduction
6.2 Public Interest Disclosures 
6.3 Emergency Disclosures 
7.1 Anonymity 
7.2 Confidentiality
7.3 Non-Retaliation 
7.4 Detriments and Theats of Detriment Prohibited 
7.5 Court Orders 
7.6 Other Protections 
7.7 Disclosures that do not qualify for protection 
9.1 Allegation Reported 
9.2 Preliminary Evaluation 
9.3 Investigation Committee 
9.4 Government Investigations 
9.5 Notifications 
10.1 The Investigation Team 
10.2 Initial Assessment 
10.3 Granting Access to Internal Data
10.4 Interviews
11.1 Final Report 
11.2 Evaluation and Remediation
11.3 Report to the Whistleblower 
11.4 Retention of Documents



1.1 Introduction

1.1.1 As stated in our Code of Business Conduct and Ethics (the “Ethics Code”), and our Anti-Bribery and Corruption Compliance Procedure (the “ABCC Procedure”), it is essential that employees, officers and directors of Elbit Systems of Australia Pty Ltd (the “Company”, “we”, “us”), or third parties providing services to or acting on behalf of the Company, do not engage in corrupt, unethical and/or illegal activities. In cases where non-compliance is substantiated, the Company will take legal and proportionate disciplinary actions.

1.1.2 In order for us to effectively address any potential improper conduct, it is critical that all Company personnel and representatives cooperate in identifying and appropriately dealing with unlawful or unethical conduct. Every Company employee, officer and director has a duty to report any potential misconduct. Taking action to prevent unethical and improper behaviour is a critical part of our compliance policies. You are encouraged to provide relevant information relating to such concerns, irrespective of the position held by the suspected offender. This includes, amongst other matters described in the Ethics Code or the ABCC Procedure, any suspected violations of our standards for financial reporting and internal controls. If you observe any conduct that you suspect may be illegal, unethical or in violation of the Ethics Code, other Company policies or applicable laws, you should promptly report your concerns.

1.1.3 The Corporations Act 2001 (Cth) and the Tax Administration Act 1953 (Cth) provide for protections for whistleblowers (“Whistleblower Protection Scheme”). This Whistleblower and Investigations Procedure (“Procedure”) provides information about:
the types of disclosures that qualify for protection under the Whistleblower Protection Scheme;
the protections available to whistleblowers, including protections under the Whistleblower Protection Scheme;
to whom disclosures that qualify for protection under the Whistleblower Protection Scheme may be made, and how they may be made;
how the Company will support whistleblowers and protect them from detriment;
how the Company will investigate disclosures that qualify for protection;
how the Company will ensure fair treatment of employees of the Company who are mentioned in disclosures that qualify for protection, or to whom such disclosures relate; and
how this policy is to be made available to officers and employees of the Company.


2.1 This Procedure refers to the documents listed in Table 2-1.

Table 2-1 Referenced Documents

Ref. No.



Documentation Structure and Control


Anti-Bribery and Corruption Compliance Procedure


Code of Business Conduct and Ethics


Complaints & Grievances Procedure


Income Tax Assessment Act 1936


Tax Administration Act 1953 (Cth)


Corporations Act 2001 (Cth)


Fair Work Act 2009



3.1 Acronyms and abbreviations used in this Procedure are listed in Table 3-1.

Table 3-1 Acronyms and Abbreviations




Elbit Systems of Australia Pty Ltd


Whistleblower Compliance Officer


Business Activity Statement


Australian Securities and Investments Commission


Australian Prudential Regulation Authority


Australian Taxation Office


Chief Compliance Officer


Chief Legal Officer



4.1 Eligible Whistleblowers

4.1.1 This Procedure governs the principles for whistleblowing and other forms of reporting by:

  1. an officer or employee of the Company (current or former employees who are permanent, part time, fixed term or temporary, interns, secondees, managers and directors, within the meaning of the Corporations Act 2001 (Cth));
  2. a supplier of services or goods to the entity (whether paid or unpaid) including their employees (current and former contractors, consultants, service providers and business partners);
  3. an associate of the Company (within the meaning of section 318 of the Income Tax Assessment Act 1936); and
  4. a child, dependant or spouse of any of the above or the dependant of such a spouse;
    (together, “Eligible Whistleblowers”).

4.2 Types of Disclosures

4.2.1 The Whistleblower Protection Scheme and this Procedure apply to the following types of disclosures:

  1. disclosures where an Eligible Whistleblower has reasonable grounds to suspect that the disclosed information concerns:
    – misconduct;
    – an improper state of affairs or circumstances in respect of general matters or relating to tax affairs, of the Company or a related body corporate; or
    – a systemic issue that the relevant regulator should know about in order to properly perform its functions; and
  2. disclosures where an Eligible Whistleblower has reasonable grounds to suspect that the disclosed information indicates the Company, a related body corporate or an officer or employee of the Company or a related body corporate, has engaged in conduct that:
    – is an offence or contravention under certain legislation (as outlined by the Whistleblower Protection Scheme);
    – represents a danger to the public or to the stability of, or confidence in, the financial system (even if it does not involve a breach of law); or
    – or as otherwise prescribed by regulations;
    (together, “Eligible Disclosures”).

4.3 Disclosable Matters

4.3.1 Disclosable matters may include:

  1. illegal conduct, such as theft or use of illicit drugs;
  2. fraud, money laundering or misappropriation of funds;
  3. offering or accepting a bribe;
  4. financial irregularities;
  5. failure to comply with, or breach of, legal or regulatory requirements; and
  6. engaging in or threatening to engage in detrimental conduct against a person who has made a disclosure or is believed or suspected to have made, or be planning to make, a disclosure.

4.3.2 Disclosable matters include conduct that may not involve a contravention of a particular law.


The Company has adopted the following channels for Eligible Whistleblowers reporting Eligible Disclosures:

5.1 Supervisors/Managers

5.1.2 You may make an Eligible Disclosure to your manager, who will be responsible for immediately escalating the report to ELSA’s Whistleblower Compliance Officer.

5.1.3 Any ELSA employee in receipt of a whistleblowing disclosure must treat the information with the highest level of confidentiality and must immediately escalate the report to the Whistleblower Compliance Officer, either in person or using the email address or contact number given in clause 5.2. All reasonable steps must be taken to reduce the risk that the Eligible Whistleblower will be identified as a result of an Eligible Disclosure.

5.1.4 If you feel that your manager is or may be implicated in the misconduct, you may report to a higher level manager or directly to the CO.

5.2 Whistleblower Compliance Officer (“CO”)

5.2.1 You are requested to notify, by telephone or in writing, the Company’s CO with any Eligible Disclosure or any other information, complaint or concern regarding suspected legal or ethical violations by:
Telephone: +61 3 8644 8373
Mail: General Counsel
Elbit Systems of Australia Pty Ltd
PO Box 591
Port Melbourne, VIC 3207

5.2.2 Disclosures can be made either inside or outside business hours. You are encouraged to make contact with the Company’s CO in the first instance should you wish to obtain additional information before making a disclosure. You can still qualify for protection even if the disclosure turns out to be incorrect.

Eligible Disclosures can be made anonymously and still be protected under the Corporations Act 2001 (Cth).

5.3 Chair of the WHSE and Risk Management Committee

5.3.1 You may also notify the Chair of the WHSE and Risk Management Committee of the Company’s Board. The Chair can be notified by email at the following address:
Attention: Chair of the WHSE and Risk Management Committee
Elbit Systems of Australia Pty Ltd

5.4 Alternative Reporting Channels

5.4.1 Under the Whistleblower Protection Scheme, Eligible Whistleblowers may make Eligible Disclosures to any of the following:

  1. an officer or senior manager of the Company or a related body corporate of the Company;
  2. an auditor, or member of an audit team, auditing the Company or a related body corporate of the Company;
  3. an actuary of the Company or a related body corporate of the Company;
  4. ASIC, APRA, a prescribed Commonwealth authority or a legal practitioner; and
  5. the Commissioner of Taxation, registered tax agent or BAS agent subject to the Tax Administration Act 1953 (Cth).


6.1 Introduction

6.1.1 Under the Whistleblower Protection Scheme, there is an additional category of disclosures; public interest disclosures and emergency disclosures, which allow Eligible Whistleblowers to disclose such information to journalists and members of Commonwealth, state or territory Parliaments. The discloser should contact an independent legal advisor before making a public interest disclosure or an emergency disclosure.

6.2 Public Interest Disclosures

6.2.1 An Eligible Whistleblower may make a public interest disclosure if the disclosure complies with the following strict requirements:

  1. the Eligible Whistleblower must have first made an Eligible Disclosure to ASIC, APRA, or a prescribed Commonwealth authority under the Corporations Act 2001 (Cth);
  2. 90 days have passed since that disclosure was made;
  3. the Eligible Whistleblower does not have reasonable grounds to believe that action is being taken to address the matters to which that disclosure related;
  4. the Eligible Whistleblower has reasonable grounds to believe that making a further disclosure of the information in accordance with this subsection would be in the public interest; and
  5. after the end of the 90 day period referred to above, the Eligible Whistleblower gave notice to the body to which the original disclosure was made that states that they intend to make a public interest disclosure and the
  6. notice includes sufficient information to identify the original disclosure.

6.3 Emergency Disclosures

6.3.1 An Eligible Whistleblower may make an emergency disclosure if the discloser complies with the following strict requirements:

  1. the Eligible Whistleblower must have first made an Eligible Disclosure to ASIC, APRA, or a prescribed Commonwealth authority under the Corporations Act 2001 (Cth);
  2. the Eligible Whistleblower has reasonable grounds to believe the information concerns a substantial and imminent danger to the health or safety of any person or to the natural environment; and
  3. the Eligible Whistleblower gave notice to the body to which the original disclosure was made that states that they intend to make an emergency disclosure and the notice includes sufficient information to identify the original disclosure.


7.1 Anonymity

7.1.1 There are three options to report Eligible Disclosures to the Company:

  1. Identity revealed – To be better able to respond efficiently to any whistleblower reporting, we would prefer that you disclose your identity and give us your telephone number or other contact information when you make your report.
  2. Partially anonymous – You can choose to reveal your identity only to certain persons who may be involved in investigating the matter you are reporting and choose that your identity not be divulged to others. This option protects your anonymity while giving us an opportunity to contact you in the event that clarity, an interview or further information is helpful in investigating or confirming the report.
  3. Anonymous – If you feel more comfortable remaining anonymous, we will accept anonymous reports. You may refuse to answer any questions that reveal your identity at any time, including in any follow up conversations. Should you choose to make an anonymous disclosure, please note that this may place limitations on the investigation process should the Company not be able to contact you. Disclosures can be made anonymously and still be protected under the Corporations Act 2001 (Cth).

7.2 Confidentiality

7.2.1 The Whistleblower Protection Scheme makes it unlawful for a person to reveal the identity of an Eligible Whistleblower who has made an Eligible Disclosure, public interest disclosure or emergency disclosure (“Qualifying Disclosures”), or information likely to lead to their identification, where that information was obtained due to the Qualifying Disclosure.

7.2.2 Exceptions arise if the disclosure is made to ASIC, APRA, the Australian Federal Police, the Taxation Commissioner, a legal practitioner (for the purpose of legal advice or representation regarding the Whistleblower Protection Scheme), anyone else prescribed by the regulations, or with the consent of the Eligible Whistleblower.

7.2.3 All notices, reports and information received under this Procedure will be treated in a confidential manner. Every reasonable effort will be made to handle the matter with discretion and to protect the identity of those who make reports, as well as those who are being investigated. However, subject to the Whistleblower Protection Scheme, if necessary to conduct a proper review or to comply with legal requirements, our Board of Directors, independent accountants, outside legal counsel, governmental regulators or others may become involved in the review process.

7.3 Non-Retaliation

7.3.1 We will protect anyone who makes a Qualifying Disclosure. This is the case whether or not it turns out that the report was made under a genuine mistaken belief. Retaliation in any form against someone who takes such actions in will not be tolerated. Any act of retaliation should be reported immediately and will be investigated.

7.3.2 The Company will be prohibited from pursuing any civil, criminal, administrative or contractual action against an Eligible Whistleblower in relation to any Qualifying Disclosure that they make. Subject to the Whistleblower Protection Scheme, where an individual institutes vexatious proceedings relating to clause 4, we may seek an order of costs for such proceedings. It should be noted that the protections referred to in this Procedure do not confer immunity for any misconduct that a whistleblower has engaged in and which is revealed in their disclosure.

7.4 Detriments and Theats of Detriment Prohibited

7.4.1 The Whistleblower Protection Scheme makes it unlawful for a person to engage in conduct against another person that causes or will cause a detriment, or threatens a detriment (“Detrimental Conduct”):
in circumstances where that person believes or suspects that the other person or a third person made, may have made, proposes to make or could make a Qualifying Disclosure; and
that belief or suspicion is the reason or part of the reason for the Detrimental Conduct.

7.4.2 Threats of detriments will also be unlawful if:
the person making the threat intended to cause fear that a detriment would be carried out or was reckless as to whether the person against whom it was directed would fear the threatened detriment being carried out; and
the threat was made because the person made or may make a Qualifying Disclosure.

7.4.3 The meaning of ‘detriment’ is very broad and includes:

  1. dismissing an employee;
  2. injuring an employee in their employment;
  3. altering an employee’s position or duties to their disadvantage;
  4. discriminating between an employee and other employees;
  5. harassing or intimidating a person;
  6. harming or injuring a person, including psychological harm;
  7. damaging a person’s property, reputation, business, or financial position; and
  8. any other damage to a person.

7.4.4 The Company will apply any or all (as appropriate) of the following measures for protecting Eligible Whistleblowers from detrimental acts (where applicable):

  1. processes for assessing the risk of detriment against a whistleblower or other staff who may have made a disclosure and for addressing such risks;
  2. support services (such as counselling, or other professional or legal services);
  3. strategies to help a whistleblower minimise and manage stress, time or performance impact.

7.4.5 A whistleblower may seek independent legal advice or contact regulatory bodies such as ASIC, APRA or the ATO if they believe that they have suffered detriment.

7.5 Court Orders

7.5.1 Courts are given broad scope to make orders remedying Detrimental Conduct. These include making/ordering injunctions, compensation orders (including against individual employees and their employers), reinstatements, exemplary damages, and the making of apologies. Civil and criminal sanctions also apply to breaches of the Whistleblower Protection Scheme.

7.6 Other Protections

Exercising Workplace Rights

7.6.1 If a disclosure qualifies for protection under the Whistleblower Protection Scheme, that disclosure may also amount to the exercise of a workplace right by either a Company employee or contractor. The Company and its employees are prohibited under the Fair Work Act 2009 (Cth) from taking adverse action against employees or contractors because they exercised or propose to exercise any workplace rights.

Work Related Grievances

7.6.2 Disclosures relating to work-related grievances do not qualify for protection under the Corporations Act 2001 (Cth). However, a personal work-related grievance may still qualify for protection if:

  1. it includes information about misconduct accompanied by a personal work-related grievance;
  2. the Company has breached employment laws or laws punishable by imprisonment for a period of 12 months or more;
  3. the discloser suffers from or is threatened with detriment for making a disclosure; or
  4. the Company has engaged in conduct that represents a danger to the public.

Obtaining Legal Advice

7.6.3 Disclosures to a legal practitioner for the purposes of obtaining legal advice or legal representation in relation to the operation of the whistleblower provisions in the Corporations Act 2001 (Cth) are protected (even in the event that the legal practitioner concludes that a disclosure does not relate to a disclosable matter).

7.7 Disclosures that do not qualify for protection

7.7.1 Disclosures that cover a broader range of reports such as issues and concerns regarding breaches of the Company’s Code of Business Conduct and Ethics will not be able to access the Whistleblower Protection Scheme under the Corporations Act 2001 (Cth) or the Tax Administration Act 1953 (Cth) where applicable. Such disclosures may be protected under other legislation, such as the Fair Work Act 2009.

7.1.2 Disclosable matters that are not considered Eligible Disclosures do not qualify for protection under the Corporations Act 2001 (Cth).


8.1 It is the responsibility of all Company personnel to be aware of and understand the scope of the Whistleblower Protection Scheme and the protections that are afforded to Eligible Whistleblowers, and to comply with the Whistleblower Protection Scheme’s requirements.

8.2 Although whistleblowing reports may be made to a range of Company representatives, the following have special responsibilities under this Procedure:

  1. Company supervisors and officers must:
    – with assistance from the human resources department, ensure that all Company personnel receive training in the operation of this Procedure;
    – enforce this Procedure on a day to day basis; and
    – pass on any reports that they believe may be eligible for protection under the Whistleblower Protection Scheme to the CO.
  2. Board Members and the CO must:
    – assess whether any disclosures reported to them by the above persons (or by a whistleblower directly) are Eligible Disclosures;
    – ensure that all Company personnel receive training in the operation of this Procedure and that the Procedure is available on the Company intranet and as part of the induction of any personnel;
    – enforce this Procedure on a day to day basis; and
    – investigate, or coordinate the investigation of matters that are contained in Eligible Disclosures subject to clause 9.


9.1 Allegation Reported

9.1.1 When the Company receives an Eligible Disclosure, the matter will be referenced by a unique number or name. This will enable us to track the progress and resolution of the review, investigation and resolution of the allegation.

9.2 Preliminary Evaluation

9.2.1 Regardless of the person or department to which the report was made, all allegations will be forwarded to the CO, making sure to safeguard any confidentiality of the reporter. Upon receipt of an allegation, the CO will conduct, or cause to be conducted, a preliminary evaluation of its credibility and significance. The CO may consult with other functions in the Company or our parent company regarding the allegations.

9.2.2 The Board will be informed of material incidents reported under this Procedure.

9.3 Investigation Committee


9.3.1 In cases where the CO, in consultation with the Company’s legal advisor (if different), finds the report to be sufficiently specific and credible to warrant an investigation, the CO will advise the Company’s parent company’s Chief Compliance Officer (“CCO”). In coordination with the CCO, the CO will establish a committee (the “Investigation Committee”) consisting of:
the CO;
the legal advisor (if different from the CO);
a representative of the human resources department;
a representative of the security department (for all matters involving security issues and otherwise as deemed necessary); and
other management functions relevant to the particular matter.

9.3.2 If the allegation relates to a director, officer or senior management official of the Company, the CO, in consultation with the CCO, may determine that the investigation needs to be conducted by persons outside the Company.

Review of the Allegation

9.3.3 The Investigation Committee will consider each allegation and make the following recommendations to the Company’s Managing Director (or, if the Managing Director is involved in the Qualifying Disclosure, to the Corporate General Manager), and the CCO:

  1. whether the allegation touches on the responsibility and conduct of senior officers or directors, such that oversight of the investigation should be referred to the Board or applicable external reviewer; or
  2. whether the matter should be investigated using internal resources or whether external counsel should be engaged. This determination will be made by the CCO in consultation with the Company’s legal advisor and the Company’s parent company’s Chief Legal Officer (“CLO”) and will be based on the evaluation of factors that will include:
    – the nature and scope of the alleged misconduct;
    – whether it involves senior managers or executives; and
    – whether the allegation may result in the involvement of public enforcement authorities.


9.3.4 Except in those cases in which the oversight of the investigation was referred to the Board or other external reviewer, the Investigation Committee, together with the CCO and the CLO, will exercise oversight over the investigation. Such oversight will include receiving periodic reports on the progress of the investigation, including any recommendations from the investigators to expand the investigation, initiate preliminary or prophylactic employment action or make voluntary disclosures to the authorities.

9.3.5 In those cases in which the Board has assumed oversight responsibility, it will receive these reports, and it may further direct the investigators to share those reports with specific executives so far as permitted by the Whistleblower Protection Scheme to take action.


9.3.6 Should any of the functions or officers named in this Procedure encounter a conflict of interest situation relating to the alleged misconduct, he or she will notify the CO (or the Board Chair, if applicable) and recuse him or herself from taking further action relating to the investigation.

9.4 Government Investigations

9.4.1 In cases where government authorities have already commenced an investigation, then subject to the approval of the CCO or the CLO, the Company’s legal advisor may engage external counsel to assist in responding to the government investigation, including, where permitted, conducting an internal investigation. The Company or the external counsel should, in turn, engage any other needed external resources to ensure the protection of legal privilege and other applicable protections.

9.5 Notifications

9.5.1 The CO or the legal advisor will notify the Company’s Managing Director and other relevant senior officers of the Company, the Board Chair and the CCO of all credible and significant allegations, except where the allegations touch on such person’s own conduct or responsibility or where in the reasonable opinion of the CO, any such notification would breach the anonymity of the discloser in circumstances where the discloser wishes to remain anonymous.


10.1 The Investigation Team

10.1.1 The Investigation Committee, in coordination with the CCO, will investigate the matter, led by either an internal or external lawyer or other function as determined by the CCO in consultation with the CLO. All investigations will be conducted in a fair, independent and timely manner and all reasonable efforts will be made to preserve confidentiality during the investigation.

10.1.2 Where external counsel is engaged, the Company’s legal advisor will be the internal point-of contact to handle logistics and communications.

10.2 Initial Assessment
Once formed, the Investigation Committee will promptly make an initial assessment of the potential severity of the allegation, considering all factors known or suspected, including the risk inherent in the business or process, transaction volume, approval limits, existence of controls and prior experiences. The Investigation Committee will endeavour to complete the initial assessment within six weeks after receiving the report. The length of time required will depend, amongst other factors, on the nature of the disclosure, the ease with which facts and information can be ascertained, the extent of the investigation required, the duration of time during which the disclosed activity has continued and the availability of witnesses and other key persons.

10.3 Granting Access to Internal Data

10.3.1 The Company will provide access to relevant data to the investigation team. In addition, subject to applicable privacy laws and other regulations, the investigation team will have and be provided with access to any IT resources and internal data, including email servers, laptops, company-issued smartphones (or any personal phones on which the Company has permitted Company communications to be sent and received) and other electronic data storage media that might assist in the investigation.
Every Company employee, supplier, officer and director has an obligation to cooperate in the investigation, including agreeing to be interviewed by the investigation team. Where permitted by law, a refusal to cooperate will be a cause for disciplinary action. Where required by law or otherwise advisable, and subject to the approval by the CLO or the CCO, the Company may provide counsel to employees prior to the interview. In some investigations, it may be necessary to interview third parties. In such cases, the investigation team may request the cooperation of third parties engaged to provide services to the Company or, where applicable, invoke our audit rights.


11.1 Final Report

11.1.1 When the investigation has been completed, the investigation team will produce a final investigation report addressed to the Investigation Committee and the CCO or the Board, where the Board has oversight of the investigation, as the case may be. The final report will cover the following issues related to the investigation:

  1. scope;
  2. factual findings;
  3. conclusions;
  4. root cause analysis; and
  5. remedial or mitigation recommendations.

11.2 Evaluation and Remediation

11.2.1 The Investigation Committee and the CCO or, as the case may be the Board, will consider the report and, in their respective discretion, notify other executives of the conclusion and findings while taking care to preserve confidentiality and any applicable privileges.

11.2.2 The Investigation Committee, subject to the concurrence of the CCO and the CLO and in coordination with the applicable Company management, will direct to the appropriate Company departments any remediation actions that should be taken to address any corrupt, unethical or illegal conduct or controls failures identified by the investigation. These may include substantive changes to the Company’s compliance program and internal controls, as well as any disciplinary actions taken towards the offenders. In appropriate cases, and as coordinated with the CCO and CLO, the Company may report the incident(s) to the appropriate law enforcement authorities. The investigation may be closed once the final report has been issued, and after management input was obtained from all the key stakeholders.

11.3 Report to the Whistleblower

11.3.1 A whistleblower will be provided with regular updates if they can be contacted (including through anonymous channels). The frequency and timeframe may vary depending on the nature of the disclosure. The CCO, in consultation with the Company’s legal advisor, will determine to what extent the whistleblower is updated regarding the investigation and/or its results. It should be noted, however, that there may be circumstances where it may not be appropriate to provide details of the outcome to the whistleblower.

11.4 Retention of Documents

11.4.1 All records of all allegations received via whistleblower disclosures and disciplinary or remediation decisions taken will be stored and securely maintained by the CO and (if different) by the legal advisor. Access to information will be limited to those directly involved in managing and investigating the disclosure. These records will be made available for inspection by the Company’s Board, if practicable.

11.4.2 The records shall be kept for a minimum of five years after the close of each matter.


12.1 Any breach of this Procedure may result in disciplinary action, up to and including termination of employment.

12.2 If an employee has a complaint or grievance about their employment or their personal circumstances such as:
            a. an interpersonal conflict between the whistleblower and another employee;
            b. a decision that does not involve a breach of workplace laws;
            c. a decision about the engagement, transfer or promotion of the whistleblower; or
            d. a decision to suspend, terminate or discipline the whistleblower;
as opposed to an Eligible Disclosure, then the Company’s Complaints & Grievances Procedure (ES-HR-PRO-004) should be used.

12.3 This Procedure is not intended to go beyond the legislation. It is not a term of any contract, including any contract of employment and does not impose any contractual duties, implied or otherwise, on the Company.

13.4 The Company discourages deliberate false reporting. False disclosures may result in disciplinary action, including termination of employment.

13.5 This Procedure is approved by the Company’s Board and will be made available on the Company’s website and intranet. It may be periodically reviewed and varied by the Board from time to time.

Supplier Code of Conduct

To Our Supply Chain,

Elbit Systems of Australia Pty Ltd (“ELSA” or the “Company”) is committed to best practices regarding integrity in business conduct, including in our dealings with our suppliers, contractors and consultants. Our commitment to operating according to ethical standards is an important factor in enabling us to meet our business goals and the demands of today’s marketplace.

A reliable and ethical supply chain is critical for our ability to support our and our customers’ goals. Integrity, safety and quality are fundamental to our performance, and we encourage a collaborative environment with our supply chain in these areas. Our customers rely on us to work with suppliers, subcontractors and other business partners who share these values.

To support the business integrity of our activities, we require that members of our supply chain endorse our values relating to the range of areas set out in this Supplier Code of Conduct (the “Code”). The principles set out in the Code represent a fundamental part of our mutual commitment on how we do business and are integral to every relationship you have with us. The Code is also consistent with the principles set out in the Supplier Code of Conduct endorsed by the International Forum on Business Ethical Conduct of the U.S. and European aerospace and defence industries.

Thank you for doing your part in helping us maintain a leading standard of business integrity.

Dan Webster
Managing Director
Elbit Systems of Australia Pty Ltd
12 December 2019


1 Introduction

Welcome to ELSA’s Supplier Code of Conduct (“Code”). Conducting our business honestly, ethically and properly is critical to the Company’s continued success. The purpose of this Code is to facilitate our suppliers’, subcontractors’ and consultants’ (collectively “Supply Chain”) commitment to ethical and compliant business conduct.

In addition to the specific provisions of the Code and any other Company policies, procedures or contractual obligations we may ask you to follow, we expect members of our Supply Chain to conduct their business activities ethically and in compliance with all applicable laws and regulations. This Code is intended to promote a culture that complies with not only the letter, but also the spirit, of all applicable laws, rules and regulations and related Company policies and procedures.

This Code incorporates best practice supply chain compliance principles and is based upon the Company’s Code of Business Conduct and Ethics and our Anti-Bribery and Corruption Compliance Procedure, each of which is available for review on our website,

2 Conducting Your Business

The Company’s reputation is based on delivering systems and products that create value for our customers, and, protect and save lives. In order to maintain this reputation, we strive for excellence in all that we do, including conducting ourselves according to leading ethical standards. We expect our Supply Chain to follow similar standards.

You should refer to this Code’s principles when ethical and compliance issues arise. Each of the principles in this Code is fundamental to how we do business.

The Company relies on our Supply Chain to choose sub-tier subcontractors and suppliers that share the values included in the Code. It is important that everyone working on your behalf for us; conduct business in the manner prescribed by the Code.

By entering into any subcontract or purchase order with the Company, you are committing to conducting your activities in a manner consistent with this Code. Accordingly, all of your business activities relating to work with the Company must be performed in a manner that is fair, ethical and compliant with this Code and applicable laws and regulations.

While the Code contains standards to be followed, no one document can cover all situations. If, for whatever reasons, following the Code would conflict with a legal requirement, you must comply with the law.

2.1 Compliance with Laws
You must comply with all applicable Australian laws and regulations and all laws and regulations of the countries in which operations are managed or services provided.

2.2 Human Rights
You are expected to treat people with respect and dignity, encourage diversity, remain receptive to diverse opinions, promote equal opportunity for all and foster an inclusive and ethical culture, in accordance with the relevant International Labour Organisation (ILO) Conventions.

2.2.1Child Labour
You must ensure that child labour is not used in the performance of work. The term “child” refers to any person under the minimum legal age for employment where the work is performed, provided that the legal age is consistent with the minimum working ages defined by the ILO.

2.2.2 Human Trafficking, including Forced or Indentured Labour
You must adhere to regulations prohibiting human trafficking and comply with all applicable local laws in the country or countries in which you operate. This includes refraining from violating the rights of others. We require that our Supply Chain complies with the Modern Slavery Act 2018 (“Act”) and you are expected to address any adverse human rights impacts of your operations. You agree to provide reasonable assistance to us on request, if required for the purposes of preparing a statement under the Act.

2.3 Employment Practices

2.3.1 Harassment
You are expected to ensure that your employees are afforded a safe employment environment that is free from physical, psychological and verbal harassment, or other abusive conduct.

2.3.2 Non-discrimination
You are expected to provide equal employment opportunity to employees and applicants for employment without discrimination, consistent with all applicable laws and regulations.

2.3.3 Wages and Benefits
You must pay workers at least the minimum wage required by local law and provide all legally mandated benefits. In addition to payment for regular hours of work, workers must be paid for overtime at such premium rate as is legally required or, in those countries where such laws do not exist, at least equal to their usual hourly payment rate. Deduction from wages as a disciplinary measure must not be permitted.

2.3.4 Free Association
You are expected to respect the rights of workers to associate freely and communicate openly with management regarding working conditions without fear of harassment, intimidation, penalty, interference or reprisal. You are also expected to recognise and respect any rights of workers to exercise lawful rights of free association with any labour association of their choosing.

2.4 Anti-Corruption

2.4.1 Anti-Corruption Laws and Regulations
You must comply with the anti-corruption laws, directives and regulations that govern operations in the countries in which you do business. When working with us this includes compliance with the U.S. Foreign Corrupt Practices Act, among other laws and regulations.

2.4.3 Zero Tolerance Policy
The Company has a “zero tolerance” policy against corruption, whether done directly by Company employees or indirectly through our Supply Chain. For further information, see the Company’s Anti-Bribery and Corruption Compliance Procedure, which is available on our website
Illegal and Improper Payments or Benefits
Doing business the right way means never providing or receiving anything of value to obtain a business advantage or favourable treatment or exert undue influence, including offering, giving, asking for or taking any form of bribe or kickback. This prohibition extends to payments and gifts of cash or in kind, made directly or through others. You must not offer any illegal payments to, or receive any illegal payments from, any customer, supplier, their agents, representatives or others. This includes a prohibition on facilitating payments intended to expedite or secure performance of a routine governmental action like obtaining a visa or customs clearance, even in locations where such activity may not break local law.

2.4.4 Due Diligence
You are expected to exert reasonable due diligence to prevent and detect corruption in all business arrangements, including partnerships, joint ventures, offset agreements and the hiring of intermediaries such as agents or consultants.

2.4.5 Gifts/Business Courtesies
The Company and our Supply Chain must compete solely on the merits of our products and services. You must not try to influence a customer’s decision to purchase from us or to otherwise gain an unfair competitive advantage by offering gifts, meals, travel expenses, entertainment or other business courtesies that exceed acceptable levels. Government agencies and companies have rules and regulations prohibiting their employees’ acceptance of items of value from contractors or suppliers. In any business relationship, you must ensure that: (i) the offering or receipt of any gift or business courtesy is permitted by law and regulation, and (ii) these exchanges do not violate the rules and standards of the recipient’s organisation and are consistent with reasonable marketplace customs and practices. Although standard give-away items of a nominal value may be provided or accepted in appropriate situations, cash and cash equivalents (such as gift cards) are prohibited. For further information see the Company’s Business Entertainment and Gifts Policy, which is available on our website

2.4.6 Offers of Employment
Offers of employment to employees or representatives of our customers or end users, or their close relatives, could be viewed as an attempt to improperly influence decisions relating to our programs. Therefore, you should exercise caution in hiring activities in order to avoid the possibility of undue influence.

2.4.7 Fraud and Deception
You must not seek to gain any advantage of any kind by acting fraudulently, deceiving people or making false claims, or allow anyone else to do so. This includes defrauding or stealing from the Company, a customer or any third party, and any kind of misappropriation of property.

2.5 Competition and Anti-Trust
We compete, but fairly and within the law. As such, where you support us in doing business, you must comply with applicable competition laws (sometimes called “antitrust laws”) of all applicable countries. These laws prohibit formal or informal understandings, agreements or arrangements among competitors that unfairly restrict competition. You must not fix prices, rig bids with your competitors or participate in a cartel. This includes a prohibition on exchanging current, recent or future pricing information with competitors.

2.6 Insider Trading
You and your personnel must not use any material or non-publicly disclosed information obtained in the course of your business relationship with the Company as the basis for trading or for enabling others to trade in the stock or securities of any company. In addition, recognising that the shares of the Company’s parent company are publicly traded, you are required to comply with all insider trading rules relating to any business dealings with us.

2.7 Conflicts of Interest
You are expected to avoid all conflicts of interest or situations giving the appearance of a potential conflict of interest and provide notification to all affected parties in the event that an actual or potential conflict of interest arises. This includes a conflict between the interests of the Company and your or your employees’ personal interests or the interests of your employees’ close relatives, friends or associates.

2.8 Maintain Accurate Records
You are expected to keep appropriate records to demonstrate compliance with this Code, as well as all applicable laws and regulations. This includes creating accurate records and not altering any record entry to conceal or misrepresent the underlying transaction represented by such records. Regardless of format, all records made or received as evidence of a business transaction must fully and accurately represent the transaction or event being documented. Records should be retained based on applicable document retention requirements.

2.9 Information Protection

2.9.1 Protection of Confidential Information
The Company is committed to ensuring our intellectual property rights and those of our customers and business partners are protected to the full extent of the law and our contractual commitments. You must comply with all the applicable laws and contractual requirements governing intellectual property rights assertions, including protection against disclosure, patents, copyrights and trademarks. We also require appropriate security measures to protect classified and other confidential information. When working with the Company, you must take necessary steps to protect and safeguard intellectual property rights and confidential information, including the following:

  • ‘Proprietary Information’ includes trade secrets, patents, trademarks, copyrights, business, marketing, financial, human resources, technical and administrative information not released to the public. You must safeguard proprietary information of, or provided by, the Company. It cannot be shared with a third party without the Company’s express written permission.
  • ‘Classified Information’ includes data and items that for reasons of national security must be safeguarded and maintained in accordance with applicable laws and regulations in support of a government program. To receive this information your facility must possess the appropriate government-approved security clearance. It is important to remember that release of classified information to unauthorised persons will harm national security and can lead to substantial penalties for those involved in the breach of security.

2.10 Use of Confidential Information
You will properly handle confidential information, including classified, proprietary and personal information. Such information must not be used for any purpose (e.g. advertisement, publicity and the like) other than the business purpose for which it was provided, unless there is prior authorisation from the owner of the information. Unauthorised use or distribution of Proprietary Information or Classified Information through any means, including social media, is a breach of this Code. It may also break applicable law, as well as regulatory and contractual requirements.

2.10.1 Information Security
You must comply with the Privacy Act 1988 (Cth) and any other applicable data privacy laws and must protect the confidential and proprietary information of others, including personal information, from unauthorised access, destruction, use, modification and disclosure, through appropriate physical and electronic security procedures. You are required to take the necessary information security measures, for both computer systems and portable electronic devices, to protect against malware and unauthorised disclosure of any proprietary information and other program-related information provided by the Company. If there is a suspicion that a possible data security breach has occurred, it is critical that such circumstance be immediately reported to the Company.

2.10.2 Social Media
You must not, without the prior written consent of the Company, discuss or disclose on social media information relating to the Company or your activities with the Company.

2.11 Marketing Materials and Interactions with the Media
The Company controls the release of any marketing materials, press releases or media interviews that include a reference to the Company, our affiliated companies, our customers, our end users or our cooperative activities with you. Any such release requires advance approval by the Company.

2.12 Environment, Health, and Safety

2.12.1 Environmental, Health and Safety Management
You must maintain a safe workplace and comply with all applicable environmental, workplace health and safety laws and regulations. You are required to establish an appropriate management system for environmental, health and safety compliance.

2.12.2 Conservation of Natural Resources
You are expected to take all reasonable steps so as to operate in a manner that actively manages risk, conserves natural resources and protects the environment in the communities within which you operate.

2.12.3 Protection of Employee Health and Safety
You must protect the health, safety and welfare of your employees, contractors, visitors and others who may be affected by your activities.

2.13 Global Trade Compliance
You must ensure that your business practices are in accordance with all applicable laws, directives and regulations governing the import and export of parts, components and technical data. You will provide prompt, truthful and accurate information relating to import and export authorisation processes, and, obtain import and export licenses, and/or approvals where necessary.

2.14 Responsible Sourcing of Minerals
You must comply with applicable laws and regulations regarding “Conflict Minerals”, which include tin, tungsten, tantalum and gold. Additionally, you should establish a policy to reasonably assure that the tin, tungsten, tantalum and gold, which may be contained in the products you manufacture, do not directly or indirectly finance or benefit armed groups and/or perpetrators of serious human rights abuses. You should exercise, as may be directed by law or industry practice, due diligence on the source and chain of custody of these minerals and require the same from your next-tier suppliers.

2.15 Counterfeit Parts
You must develop, implement and maintain effective methods and processes appropriate to your products to minimise the risk of introducing counterfeit parts and materials into products to be delivered to us. In addition, you will provide notification to recipients of any counterfeit products promptly upon the matter coming to your attention, and exclude them from the delivered product.

2.16 Government Procurement

2.16.1 Compliance with Government Contracting Regulations
Governments are the largest user of the Company’s goods and services, so it is crucial that you comply with the laws and regulations relating to government contracting in Australia and any other country in which you are supporting our projects.

2.16.2 Source Selection Information
In working with the Company in any government procurement process, you will not improperly obtain, use or disclose government source selection or proprietary information. You will not ask officials to disclose the proprietary information of our competitors, nor will you improperly ask for source selection material – the material the government has developed to evaluate competing bids. In addition, you will take precautions not to share any of our proprietary information or other program-related information without our permission.

2.16.3 Lobbying
You are not authorised, directly or through others, to engage in lobbying activities designed to influence government policies, or the award or administration of government contracts, on our behalf or on behalf of our projects, without our prior written approval.

2.17 Ethics Program Expectations

2.17.1 Whistleblower Protection and Non-Retaliation
You must comply with all applicable whistleblowing legislation. In that regard, you are expected to provide your employees with avenues for raising legal or ethical issues or concerns without fear of retaliation. You are also expected to take action to prevent, detect and correct any retaliatory actions. Company policy prohibits retaliation against any person making an effort to report possible violations of the principles in this Code.

2.17.2 Consequences for Violating the Code
In the event that the expectations of this Code are not met, the business relationship may be reviewed and corrective action pursued subject to the terms of the related procurement contracts.

2.17.3 Ethics Policies
Commensurate with the size and nature of your business, you are expected to establish management systems to support compliance with laws and regulations, as well as the expectations expressed within this Code. You are encouraged to implement your own written code of conduct and to flow down those principles to the entities that furnish you with goods and services. We expect you to maintain effective programs to encourage your employees to make ethical, values-driven choices in your business dealings – beyond compliance with laws, regulations and contract requirements.

2.18 Reporting Concerns

2.18.1 Self-Monitoring and Reporting
You are expected to self-monitor your compliance with this Code and promptly report to the Company any integrity concern involving or affecting the Company, whether or not the concern involves your company. Where requested, you are expected to assist the Company in investigating concerns.

2.18.2 Reporting Point of Contact
Prompt reporting is crucial. Concerns may be raised by contacting the Company’s General Counsel by email at:

2.19 Co-Operation with Audit
We reserve the right to periodically review your business practices and applicable records to ensure compliance with this Code. You are expected to comply with our reasonable inquiries related to your work for us and cooperate with audits and investigations.

Anti-Bribery and Corruption Compliance Procedure

Document Details

Document Number – ELSA-COR-PRO-006

Document Type – Procedure

Circulation Restriction –Internal Use

Security Classification – Official


This Procedure outlines ELSA’s zero-tolerance attitude towards bribery and corruption and sets out the preventative measures taken by ELSA in that regard.

Revision History

This document will be re-issued in full for each release (i.e. change pages will not be issued).

Document update approval will be in accordance with ELSA-QUA-PRO-004.


Rev Date


Developed by

Approved by


04 Sep 2019

Initial Release

Neil Killick

Shirley Yonatan



To ELSA Staff and Contractors:

Elbit Systems of Australia Pty Ltd (“ELSA” or the “Company”) strives to maintain our reputation for conducting business with integrity, high ethical principles and compliance with the laws and regulations governing our activities. As demonstrated by the Company’s Code of Business Conduct and Ethics (the “Ethics Code”), all employees, officers and directors must abide by these principles. Compliance with anti-bribery and corruption standards is an integral part of our business practices, and we have zero tolerance for bribery and corruption. Accordingly, the Company will not participate in corrupt practices and will take steps to prevent our employees and business partners from taking part in any such practices.

To help us achieve the above, we have adopted this Anti-Bribery and Corruption Compliance Procedure (“Procedure”). This Procedure outlines the principles, policies, actions, tasks and responsibilities of the Company to achieve full compliance with applicable anti-bribery and anti-corruption requirements, including those set out in the Ethics Code and all applicable laws and regulations of every jurisdiction in which we do business.

The principles of this Procedure apply throughout the Company. Our employees, contract personnel, officers and directors, wherever their location, must abide by them.

This Procedure is made available to our employees, including temporary and contract personnel, officers and directors. In addition, this Procedure is available on our website at

Should any employee have questions about the content of this Procedure, or what course of conduct should be taken in any given situation, he or she should always seek guidance from the Company’s General Counsel or me.

Dan Webster
Managing Director
Elbit Systems of Australia Pty Ltd


1 Purpose 

2 Reference Documents  

3 Acronyms, Abbreviations and Definitions  

3.1 Definitions 

4 Commitment to Best Practices  

5 Zero Tolerance  

6 Public and Private Sectors  

7 Numerous Jurisdictions  

8 Consult Local Law  

9 Applicability  

10 Our Guiding Principles  

10.1 Overview 

10.2 We Commit to the Following 

10.3 Payments Made Under Threat of Physical Harm 

11 Awareness and Training  

11.1 Obtaining Guidance 

11.2 Training 

12 Gifts, Business Hospitality and Entertainment  

12.1 Policy 

12.2 Local Regulations 

13 Donations  

13.1 Political Donations 

13.2 Charitable Donations 

14 Due Diligence  

15 Reporting Suspected Breaches and Commitment to Investigate  

15.1 Reporting Illegal or Unethical Behavior 

15.2 Investigations 

16 Commitment to Non-Retaliation  

17 Red Flags  

17.1 Overview 

17.2 Reporting Red Flags 

18 Responsibilities  

19 Failure to Comply  

20 Periodic Review of Procedure 


List of Tables

Table 2-1 Referenced Documents 

Table 3-1 Definitions 

1. Purpose

1.1 The purpose of this Procedure is to assist our employees, officers and directors, and all of our business partners, in identifying anti-bribery and corruption related issues and in understanding and complying with best practice anti-bribery and anti-corruption standards. This Procedure is to be read in conjunction with the entirety of our anti-corruption compliance program policies and procedures. These policies and procedures include the Ethics Code, this Procedure and the following supporting policies/procedures:

  • Business Entertainment and Gifts Procedure;
  • Anti-Bribery and Corruption Due Diligence Checklist;
  • Whistleblower and Investigations Procedure; and
  • Supplier Code of Conduct.

2. Reference Documents

2.1 This procedure refers to the documents listed in Table 2-1.

Table 2-1 Referenced Documents

Ref. No. Title
[1] Documentation Structure and Control
[2] Code of Business Conduct and Ethics
[3] Anti-Bribery and Corruption Compliance Procedure
[4] Anti-Bribery and Corruption Due Diligence Checklist
[5] Whistleblower and Investigations Procedure
[6] Business Entertainment and Gifts Procedure
[7] Criminal Code Act 1995 (Cth)
[8] Corporations Act 2001 (Cth)
[9] Crimes Act 1900 (NSW)
[10] Crimes Act 1958 (Vic)
[11] Criminal Law Consolidation Act 1935 (SA)
[12] Criminal Code Act 1899 (Qld)
[13] Criminal Code 1913 (WA)
[14] Criminal Code Act 1924 (Tas)
[15] Criminal Code 2002 (ACT)
[16] Criminal Code Act 1983 (NT)
[17] United States Foreign Corrupt Practices Act of 1977


3. Acronyms, Abbreviations and Definitions

3.1 Definitions

3.1.1 Table 3-1 defines the essential concepts to understanding the scope of the prohibition on bribery and corrupt conduct. These concepts should be interpreted broadly.

Table 3-1 Definitions

Term Meaning
Bribery Bribery is defined in different ways under the laws of different countries. In general, and for the purposes of this Procedure, it is the offering, promising, giving or receiving, “directly or indirectly”, of “anything of value” to or from any private or public organisation; or individual (including any “Government or Public Official”) in order to derive an inappropriate “business or other advantage” for the Company. This includes the improper offering, promising, giving or receiving of anything of value with the intent to induce a person to perform their duties in a particular way in connection with the Company’s business. Bribery takes place the moment something of value is offered.
Corruption Corruption is broadly defined. It includes the direct and indirect offer, promise, acceptance or solicitation in the conduct of the Company’s business of anything of value or advantage as an inducement for an action which is illegal or a breach of trust.
Directly or Indirectly You are prohibited from engaging in bribery directly or indirectly (such as through a third party intermediary). You may not instruct, authorise or allow a third party to make or receive a bribe on your behalf. You may not make a payment or provide a benefit to a third party, or have a third party receive a payment or benefit, knowing or having reason to know that all or a portion of the payment or benefit may be used for the purpose of bribery. Wilful blindness is not an excuse.
Anything of Value The thing of value is not subject to any minimum amount or threshold. Anything of value includes not only cash and cash equivalents, but also gifts, entertainment, accommodation, travel expenses, offers of employment and any other benefit of tangible or intangible value.
Government or Public Official

References to a Government or Public Official mean an individual who, regardless of position, paid or unpaid, is any of the following:

  1. Any officer or employee of any government (holding an administrative, judicial or legislative mandate) or of a department, office, agency, authority or instrumentality thereof or any person acting in an official capacity for or on behalf of such government (e.g., an entity hired to review bids on behalf of a government agency or to collect custom duties);
  2. Any person who exercises a public function for or on behalf of any country, territory or political subdivision or for any public agency or enterprise thereof;
  3. Any officer or employee of a “public international organisation” or any person acting in an official capacity for or on behalf of such public international organisation (public international organisations include, for example, the United Nations, the World Bank, the European Commission, etc.);
  4. An employee of a company or other business entity in which a governmental body has an ownership interest over which such governmental body may, directly or indirectly, exercise a dominant influence (such employee can qualify as a government official even if he or she is engaged in commercial, rather than governmental, activities);
  5. A member of a royal family effectively holding a public office, whether or not formally appointed;
  6. An individual who is otherwise in the service of a government (including service as a member of a military force or police force);a political party, an official of a political party, a member of parliament, or a candidate for political office;
  7. A member of the judiciary, or a candidate for judiciary; or
  8. A family member or otherwise close associate of any of the foregoing.
Business or Other Advantage Business or other advantage includes obtaining new business or gaining any other advantage in connection with the Company’s activities, such as reduction in taxes, tolerance of non-compliance with applicable rules or other favours or preferential treatment.
Facilitation Payments Business or other advantage includes obtaining new business or gaining any other advantage in connection with the Company’s activities, such as reduction in taxes, tolerance of non-compliance with applicable rules or other favours or preferential treatment.
Facilitation Payments Facilitation or “grease” payments are small payments to a low-level Government or Public Official to expedite or secure performance of a routine, non-discretionary governmental action, such as obtaining utility services or clearing customs.
Supplier A supplier means any company or organisation or individual that provides goods and/or services to the Company. The definition of “Supplier” is to be interpreted broadly, and is meant to include subcontractors, service providers, agents, consultants and representatives.
Secret Commission A secret commission is undisclosed consideration or thing of value that is offered or provided to a representative of a person for the purpose of influencing that person in the conduct of their business.


4. Commitment to Best Practices

4.1 We are committed to conducting our business with integrity and based upon ethical best practices and principles, including anti-bribery and anti-corruption compliance standards.

5. Zero Tolerance

5.1 The Company has zero tolerance for bribery and corruption. In addition to the need to follow the law, our rejection of bribery has important business benefits, including maintaining our corporate reputation and retaining the confidence of customers and third parties with whom we do business.

6. Public and Private Sectors

6.1 The prohibitions against bribery and corrupt conduct apply regardless of whether it takes place in the public sector or in the private sector. Bribery is illegal in both contexts. You must not engage in bribery (either giving or receiving things of value to gain an improper business advantage) in connection with any of the Company’s dealings or activities involving private or public companies, organisations or individuals. Particular care should be taken in dealings or activities involving Government or Public Officials (as defined in Table 3-1), but it is just as important to remember that private entities and individuals may also be the subject of bribery.

7. Numerous Jurisdictions

7.1 The Company is active in numerous markets and must comply with the anti-bribery and anti-corruption laws of many jurisdictions. These include:

  • Criminal Code Act 1995 (Cth), Corporations Act 2001 (Cth), Crimes Act 1900 (NSW), Crimes Act 1958 (Vic), Criminal Law Consolidation Act 1935 (SA), Criminal Code Act 1899 (Qld), Criminal Code 1913 (WA), Criminal Code Act 1924 (Tas), Criminal Code 2002 (ACT) and Criminal Code Act 1983 (NT);
  • United States Foreign Corrupt Practices Act (“FCPA”). (Our parent company’s shares are publicly traded in the U.S.);
  • Applicable international conventions, including:
      – The Organisation for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (the “OECD Convention”);
      – United Nations Convention Against Corruption; and
      – Anti-bribery and corruption laws throughout the world applicable in the countries in which we do business.

8. Consult Local Law

8.1 This Procedure provides general principles and guidance with respect to anti-bribery and corruption related matters. While the FCPA always applies to us, in some cases, Australian laws (or the laws of the other jurisdictions in which we do business) might vary from or expand upon what is included in this Procedure. You should therefore always consult and follow the applicable local laws.

9. Applicability

9.1 The principles of this Procedure apply to all Company employees, officers, directors and contractors. In addition, the Company will require (through contractual clauses, due diligence and training), that third parties who act on our behalf, including service providers, consultants, distributors, contractors, agents, representatives and suppliers, similarly abide by the requirements of this Procedure.

10. Our Guiding Principles

10.1 Overview

10.1.1 The following principles serve as the basis of this Procedure and serve to guide the conduct of all individuals associated with the Company:

10.2 We Commit to the Following

10.2.1 We will have zero tolerance for offering, promising, paying or accepting any corrupt payment, benefit or inducement to any person, whether a Government or Public Official or an employee or agent of a customer, supplier or competitor.

10.2.2 The offence of bribing a foreign public official, as defined in the legislation, is contained in s.70.2 of the Criminal Code Act 1995 (Cth). It has a number of elements:

10.2.3 A person is guilty of an offence if:

  • the person provides, offers to provide or promises to provide a benefit to another person, or causes a benefit to be provided or causes an offer of the provision of a benefit or a promise of the provision of a benefit to be made to another person; and
  • the benefit is not legitimately due to the other person; and
  • step (a) was carried out with the intention of influencing a foreign public official (who may or may not be the other person) in the exercise of the official’s duties as a foreign public official in order to obtain or retain business or obtain or retain a business advantage which is not legitimately due.

10.2.4 It is irrelevant whether:

  • intention to bribe a foreign public official existed; and
  • a business or business advantage was actually obtained or retained as a result of the bribery.

10.2.5 The offence of bribing a Commonwealth public official, as defined in the legislation, is contained in s. 141.1 of the Criminal Code Act 1995 (Cth). It arises where:

  • a person dishonestly provides, offers to provide, or promises to provide a benefit to another person, or causes a benefit to be provided, or causes an offer of the provision of a benefit, or a promise of the provision of a benefit to be made to another person;
  • the person does so with the intention of influencing a public official (who may be the other person) in the exercise of the official’s duties as a public official;
  • the public official is a Commonwealth public official and the duties are as a Commonwealth public official.

10.2.6 We will maintain accurate books and records, in accordance with internal Company financial controls and related procedures and policies. No undisclosed or unrecorded fund or asset may be established or maintained for any purpose. No director, officer or employee will participate in falsifying any accounting or other business record. Every director, officer or employee will respond fully and truthfully to any questions from the Company’s internal and/or independent auditors.

10.2.7 We will conduct reasonable anti-corruption due diligence in connection with acquisitions, the formation of joint ventures and the engagement of third parties. We will not proceed with any transaction or engagement until any concerns or issues relating to corruption have been fully and satisfactorily addressed.

10.2.8 We will strongly encourage reporting, without fear of retaliation, of any known or suspected bribery or corrupt conduct.

10.2.9 We will investigate all reports of known or suspected corrupt activity perpetrated by any individual, either employed or in a business relationship with the Company.

10.2.10 We must never:

  • Make facilitation payments. Such payments are considered a form of corruption and are prohibited under the local laws of most countries and by the OECD Convention and the United Nations Convention Against Corruption. We must never offer a facilitation payment.
  • Engage in corrupt activities or activities that could reasonably give the appearance of corruption. We attempt to avoid situations creating the appearance of impropriety, including with respect to business entertainment, gifts, conflicts of interest, employment and donations.
  • Engage in bribery, including receiving or soliciting Secret Commissions. Company employees (including temporary and contract employees), contractors, officers and directors are prohibited from engaging, directly or indirectly, in bribery.
  • Allow third parties, including service providers, agents, consultants, brokers or distributors, to engage in bribery or corruption on our behalf.
  • Do business with other parties who are engaged in bribery or corruption.
  • Take retaliatory action towards employees who, in good faith, report suspected breaches of the Ethics Code or this Procedure. Allegations made in bad faith, however, will not be tolerated.

10.3 Payments Made Under Threat of Physical Harm

10.3.1 We recognise that, in some circumstances, one’s personal safety could be at risk. A payment to a Government or Public Official is permissible where there is a credible threat to the life, limb or liberty of the person being asked to make the payment or a third party. If such a situation arises, it must be reported to the Company’s General Counsel as soon as possible, and must be accurately recorded in the Company’s books and records to reflect the full details of the payment, including the amount and purpose.

11 Awareness and Training

11.1 Obtaining Guidance

11.1.1 You are expected to be familiar with this Procedure. If you are uncertain about whether a particular activity is improper, employees are encouraged to ask questions about this Procedure and other compliance related issues. You should always feel free to direct any questions to your direct manager, the General Counsel or HR Director.

11.2 Training

11.2.1 The Company engages in various means of communication and training to make employees, officers and directors aware of this Procedure. As part of our overall ethics training, all Company employees, officers and directors will be provided training regarding anti-bribery and corruption upon their joining the Company. In addition, focused ethics and anti-bribery and corruption training will be provided periodically to applicable professional functions. Also, the Company will make third parties with whom it conducts business aware of this Procedure and, where appropriate, will provide appropriate training.

12. Gifts, Business Hospitality and Entertainment

12.1 Policy

12.1.1 Offering gifts, business entertainment and other hospitality is an area with potential for corrupt conduct. It is the policy of the Company never to offer gifts, business entertainment, hospitality or other personal benefits for improper purposes or as a means to induce someone to act for the benefit of the Company. Moreover, particular care must be exercised with respect to Government or Public Officials. Legal and legitimate hospitality can be interpreted as a bribe, and the difference is hard to define in the abstract. The Company’s Business Entertainment and Gifts Policy provides specific guidance on gifts and business entertainment including monetary thresholds, documentation and approval processes.

12.2 Local Regulations

12.2.1 You must be aware that any general monetary threshold established by the Company may exceed what is legal in a particular jurisdiction. Therefore, you must always consult the local laws and regulations of the jurisdiction in which you are doing business.

13. Donations

13.1 Political Donations

13.1.1 The Company’s policy is not to make political donations. Directors, officers and employees may choose to make political donations from their own resources (provided that there is no association between the donation and the Company), but not with a view to influence a third party for the benefit of the Company or in any way that might give the impression that such influence was intended.

13.2 Charitable Donations

13.2.1 The Company may make reasonable donations to charities from Company funds, subject to receipt of approvals specified in internal policies. The Company must be certain that such charitable donations cannot be viewed as an attempt to buy influence for its benefit or in any other way as being improper and that such donations are not disguised unlawful payments to private individuals or Government or Public Officials in breach of anti-corruption laws. Accordingly, prior to making any charitable contributions we must take care, including doing due diligence, to verify that the recipient charity is legitimate and that there is no apparent risk that any donation will be diverted to other beneficiaries.

14. Due Diligence

14.1 The Company could be held liable for the conduct of third parties acting on our behalf. Further, when acquiring another company or business we run the risk of reputational damage and financial consequences related to any pre-acquisition conduct and, of course, any conduct that continues once it is acquired by us. Accordingly, prior to proceeding with the engagement of a third party service provider, formation of a joint venture or acquisition of another company, the Company will conduct thorough due diligence on all relevant parties, including service providers, consultants, agents and representatives, subcontractors and suppliers. To provide more guidance on our due diligence procedures, the Company has adopted an Anti-Bribery and Corruption Due Diligence Checklist.

15. Reporting Suspected Breaches and Commitment to Investigate

15.1 Reporting Illegal or Unethical Behaviour

15.1.1 The Company encourages all employees to speak up and raise concerns. Raising concerns is a critical step so that we can identify and react to misconduct and protect ourselves from negative consequences. Every employee, contractor, officer and director has a duty to report any potential breach of this Procedure. While fully transparent reporting enables us to conduct a more effective investigation, if the employee wishes, a report may be submitted anonymously. For more information on reporting a suspected breach, please refer to the Whistleblower and Investigations Procedure.

15.2 Investigations

15.2.1 The Company will investigate all credible allegations of bribery and corruption. We will take all concerns raised in good faith seriously, and we will investigate suspected misconduct fairly, consistently, confidentially and consistent with the Whistleblower and Investigations Procedure. All directors, officers, employees and contractors of the Company are required to cooperate in such investigations, including providing access to data, equipment and devices used in the course of the Company’s business.

16. Commitment to Non-Retaliation

16.1 No employee who makes a good faith report concerning potential misconduct based on his or her personal knowledge or who cooperates with an internal or external investigation into such potential misconduct will suffer any adverse work-related consequences, provided that such employee has not himself or herself acted improperly. For more information please refer to the Whistleblower and Investigations Procedure.

17. Red Flags

17.1 Overview

17.1.1Red Flags” are facts or circumstances that raise a concern that a particular transaction, relationship or engagement involves a risk of bribery or corruption. A Red Flag is not definitive evidence of corruption, but it requires that we conduct an inquiry to understand whether:

  • There is a legitimate and credible explanation;
  • There is no apparent legitimate explanation; or
  • The risk of corruption is confirmed and substantiated.

17.1.2 In all dealings with potential or current consultants or representatives, our customers or other third parties, Company directors, officers, employees and contractors must be conscious of any Red Flags that may be present or arise that suggest possible breaches of anti-bribery and corruption standards. If a Red Flag is identified, you must be sensitive to the risk of corruption it presents. It must be followed up and appropriate steps be taken to prevent the Company being implicated in bribery or corruption, which may require the termination of the third party relationship or walking away from an acquisition, joint venture or business opportunity. In the context of acquisitions, teaming/joint ventures and third party service providers, the Company has adopted specific due diligence processes specifically designed to detect and address Red Flags. See the Anti-Bribery and Corruption Due Diligence Checklist.

17.1.3 The following are examples that may suggest potential breaches of this Procedure or represent common areas of corruption compliance risks. If you become aware or suspicious of any Red Flags, including any of the following circumstances, you must immediately raise the issue with the Company’s General Counsel or HR Director. Please note that the following list of Red Flags is not exhaustive:

a. Gifts and Business Entertainment (see also the Business Entertainment and Gifts Procedure):

  • Extravagant or lavish business entertainment, especially involving a Government or Public Official;
  • Cash and cash equivalents, including vouchers and gift cards;
  • Gifts and entertainment during contract negotiations or government tender processes;
  • Gifts and/or entertainment to family members and friends of Company contacts;
  • Entertainment or hospitality where the host is not present; or
  • Giving and/or accepting of gifts and entertainment on a frequent basis with the same third party.

b. Potential Conflicts of Interest (see also the Code of Business Conduct and Ethics):

  • An employee, officer or director having any commercial or trading relationship with the Company (in addition to their employment or directorship);
  • Using Company assets to advance private interests;
  • Making employment decisions based on a personal, rather than a business basis;
  • Holding an office or directorship in a company that is in competition with the company, in which the Company has a commercial interest or which receives donations or sponsorships from the Company; or
  • Soliciting employment for a family member or close friend without having disclosed that relationship.

c. Third Party Due Diligence Findings:

  • Indications of a close personal relationship between the third party and a Government or Public Official or customer that could improperly influence a decision;
  • Recommendation of a third party by a Government or Public Official;
  • Recommendation of a third party who has a personal, family or business relationship with a Government Official;
  • Insufficient bona fide business reasons for retaining the third party;
  • The third party is not qualified or lacks the necessary experience and resources to perform the functions for which it has been engaged;
  • Refusal of the third party to contractually commit to compliance with applicable anti-bribery laws and regulations; or
  • The Company knows or suspects that the third party, any senior personnel that the third party employs or any individuals or entities by whom the third party is owned, controlled or managed, has been involved (or accused or convicted of involvement) in illegal or corrupt conduct or activity, or other violations of law.

d. Geographic Risks:

  • The country in which the activity is to take place or where the third party is active or resident does not have a Corruption Perception Index (CPI) score in the top 25% of the countries on the most recent Transparency International CPI (such country being a “high risk country”).

e. Accounting and Payments:

  • Payments made or offered in cash, including cash payments or per diems and reimbursements for travel and lodging related expenses, which are paid directly to the Government or Public Officials;
  • Inadequately documented payments or expenses;
  • Requests for unusual payment channels or payments in kind;
  • Excessive fees or payments;
  • Deceptive or inaccurate bookkeeping entries, or accounting procedures which would conceal the true nature of the expenses (e.g. entertainment recorded as a training expense); or
  • The use of false documents and invoices.

17.2 Reporting Red Flags

17.2.1 It is the responsibility of the employee who observes or suspects a Red Flag to report the matter to his or her supervisor as well as the General Counsel or HR Director. For more information on reporting conduct, please refer to the Whistleblower and Investigations Procedure.

Remember: if in doubt – consult.

18. Responsibilities

18.1 It is the responsibility of all Company personnel to be aware of, understand and comply with this Procedure.

18.2 All board members are responsible for:

  • Fostering an environment within the Company that makes active fraud and corruption control a responsibility of all officers, employees and contractors;
  • Articulating clear standards and procedures to encourage the deterrence of fraud and corruption;
  • Ensuring that all Company personnel receive training in the operation of this Procedure and that the Procedure is available on the Company intranet and as part of the induction of any personnel; and
  • Using all reasonable endeavours to ensure the detection and reporting of offences should they occur.

18.3 All officers, employees, service providers, consultants, distributors, contractors, agents, representatives and suppliers are responsible for complying with Company policies and procedures, codes of conduct and ethics, avoidance of conflicts of interest and maintaining vigilance in early detection, reporting and prevention of fraud and corruption.

18.4 Managers and supervisors are responsible for:

  • Communicating and raising awareness of the risks relating to fraud and corruption with their employees and for ensuring compliance with Company policies and procedures; and
  • Establishing and maintaining adequate internal controls that provide for the security and accountability of Company resources and prevent/reduce the opportunity for fraud and corruption to occur.

19. Failure to Comply

19.1 Failure to comply with this Procedure may result in significant civil and criminal penalties against the Company and the individuals involved. Failure to comply may also constitute grounds for disciplinary action against any individual concerned, including the potential termination of their employment, or the termination of any commercial relationship with any entity involved in such failure to comply.

19.2 The Board of Directors will be informed of any material breaches of this Procedure.

20. Periodic Review of Procedure

20.1 The General Counsel will periodically assess the effectiveness of this Procedure. These findings will be reported periodically to the Board of Directors.