1. Overview

This policy outlines Alumina Limited's corporate policy on corruption, including bribery and money laundering. This policy applies to all Alumina employees, including contractors and consultants acting on the company's behalf.

If an Employee is uncertain whether an activity or practice constitutes corruption, the issue shall be referred to the General Counsel/Company Secretary.

2. Guidelines

Alumina prohibits any employee from engaging in any form of corruption or dishonest behaviour whether through a direct or indirect business practice or any other means, including through agents or intermediaries.

Corrupt behaviour includes:

• The offer, promising, giving, causing to be offered or provided, accepting and intended or actual receipt of any gift, loan, fee, reward, benefit or other advantage to or by any person, including:
  • a public official, at a national, local or international level;
  • a political party, party official or candidate; and
  • a director, officer, employee or agent of a private enterprise
  in order to obtain or retain a business or other improper advantage (e.g., in connection with regulatory permits, taxation, customs, judicial or legislative proceedings) or to do something which is dishonest, illegal or a breach of trust or where the benefit is not legitimately due to that person
• Any arrangement that involves special consideration beyond the typical 'arms length' deals to gain influence or favour
• Any process for giving or receiving unjustifiable rewards or 'kickbacks' both in monetary and non-monetary terms, including, but not limited to, kick backs of any portion of a contract payment to government officials or to employees of another contracting party
• Utilization of intermediaries such as agents, subcontractors, consultants or other third parties to channel payments to government officials or employees of other contracting parties, or the relatives, friends or business associates of either of the foregoing
• Any process or attempt to conceal the true origin and ownership of unlawful funds in an attempt to make them appear legitimate (money laundering)
• The abuse of entrusted power for private gain
• Any actions or words which might reasonably be interpreted by other people to indicate a willingness to engage in any of the corrupt behaviour outlined above.
• Knowingly allowing any person to believe that the Company, or any employee or agent of the Company, is willing to engage in any corrupt behaviour.

To aid in the prevention of the above:

• all Contracts or agreements for provision of services must precisely document the service provided and the basis of compensation. Consultancy payments will only be made for legitimate services in an amount that represents no more than the appropriate market-based remuneration for the services rendered by such agent. Where appropriate, contracts should be awarded on the basis of a competitive tendering process. If securing a contractor does not warrant a competitive tender process, or is not possible for any reason, then a process of evaluating a fair market value must be adopted and the decision criteria and resulting decision to award a contract be reported to at least one member of the Company's executive management.
• In all significant contracts or agreements for the provision of services, agents and consultants must explicitly agree, in writing, not to pay bribes, and all such contracts will include a termination clause that stipulate that if a bribe is paid, the relationship will be terminated.
• When engaging consultants and business associates that will represent the company, Alumina will endeavour to enquire into their reputation for good business practice and conduct sufficient due diligence to determine that they adhere to policies of non-corruption.
• Alumina will not make contributions to political parties, party officials and candidates, except in accordance with applicable law, spending limits and public disclosure requirements.
• Alumina will set in place disciplinary procedures to handle infractions of this policy by any employee. Consequences under such procedures may include termination or suspension of employment.

3.   Responsibilities of Employees

Employees are responsible to ensure that they:

• do not personally engage in corrupt practices
• assist Alumina to exercise due diligence and take all reasonable precautions to ensure that reputable and qualified foreign agents, representatives and business partners are engaged
• adhere to the guidelines of this policy
• report any questionable business practices or transactions

Employees must refer any allegation of corruption (or suspicion thereof) to the General Counsel/Company Secretary, or in his absence the Chief Executive Officer so that an investigation can be conducted as soon as possible.

In relation to policing corruption and money laundering, employees are required to be alert and report:

• Complex payment requests
• Unusual transfer of funds
• Requests for cash payments or payments to or receipts from unknown third parties
• Unusually high payments to agents or other contractors
• Proposed foreign partner owned or recommended by Government official or relative or insisting on sole control of Government approvals
• Lack of transparency in foreign expense or accounting records
• Evidence that a portion or all of a consultancy or other payment has been passed on as a bribe or otherwise in contravention of this policy
• Any other suspicious circumstances or conduct proposed by others which the employee is concerned may breach this policy

Policy on International Business Conduct – Corruption and Bribery

Alumina Limited’s Policy on International Business Conduct sets forth principles and procedures designed to ensure that Alumina Limited (“Alumina”) comply with the requirements of various national laws prohibiting corruption and bribery. Those laws include the Australian Criminal Code Act 1995 (Cth) (the Australian Criminal Code), the Organisation for Economic Co-Operation and Development (OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010, as well as other guidelines and standards that comprise best business practices.

Alumina does not tolerate bribery and corruption in relation to the conduct of its business.

Alumina expects its directors, officers, employees and every other person or entity representing Alumina to conduct himself or herself in accordance with this Policy. Alumina will not authorize, participate in, or tolerate any business practice that does not comply with, or that violates, the terms or intent of this Policy.

Alumina considers the integrity of its relationships with third parties, government agencies and officials, political organisations, leaders and candidates throughout the world to be of the utmost importance.

Alumina conducts, directly or indirectly, business in some parts of the world where corruption reportedly is widespread. Even if certain practices are common in a country, or some of our competitors might engage in such practices, that would not justify or excuse practices forbidden by this Policy.

All transactions and all business relationships involving Alumina wherever occurring must be conducted in a manner that enhances the reputation of Alumina for integrity and best business practices. Even the appearance of impropriety is to be avoided.

Violation of this Policy could result in the imposition of criminal penalties against Alumina, including large fines and debarment from conducting business with the governments of Australia, the United States, the United Kingdom and, possibly, other jurisdictions, as well as the imposition of fines against, and terms of imprisonment of, individual Alumina personnel or representatives. In addition, failure of Alumina personnel and representatives to comply with this Policy will be grounds for termination or other disciplinary action.