Anti-Bribery and Corruption Policy

Introduction

Flight Centre Travel Group Limited (FCTGL) and the FCTGL Group (as defined below) take a zero-tolerance approach to bribery and corruption and are committed to conducting business with honesty and integrity and the highest standards of personal and professional ethical behaviour. Bribery and corruption are not compatible with the FCTGL Group’s values, are unlawful and will not be tolerated.

FCTGL’s Board and the executive team have adopted this policy to communicate this message and to assist those working with the FCTGL Group to uphold it. The executive team, management and senior staff at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy.

Definitions

In this policy:

Bribe / bribery means the giving, offering, promising, requesting, agreeing to receive or, receipt or acceptance of any advantage, which need not be financial, including any payment, gift, loan, fee, or reward, to or from any person in order to influence them corruptly or improperly in the exercise of their duty.

Corrupt / corruption means the misuse or abuse of public or private office or power for personal gain.

FCTGL Group means Flight Centre Travel Group Limited and any subsidiary or business which is directly or indirectly wholly or majority owned, managed, or otherwise controlled by Flight Centre Travel Group Limited (in all countries in which we operate).

Third party / third parties means any individual or organisation who is engaged or paid to represent any entity in the FCTGL Group, including licensees, business partners, actual and potential customers, all suppliers (including all of our air, land, product, IT and other suppliers), distributors, business contacts, consultants, contractors, agents, representatives, sponsors, advisors, government and public bodies, including their advisors, representatives and officials, politicians and political parties.

In this policy the use of the terms “we”, “our” and “us” refer to the entire FCTGL Group.

Examples of bribery and corruption are set out in this policy as well as in the Annexure attached to this policy.

Who does this policy apply to?

This policy applies across the FCTGL Group businesses to all FCTGL subsidiaries and joint ventures controlled by FCTGL and to all employees, officers and directors of those business entities (collectively referred to as Our People in this policy). In certain circumstances the FCTGL Group must also apply this policy to third parties (also referred to as Our People in this policy) by including appropriate anti-bribery and anti-corruption clauses in their engagement documentation (discussed further in this policy).

Companies and joint ventures in which the FCTGL Group does not have a controlling interest are also encouraged to apply this policy.

Purpose

The purpose of this policy is to:

• set out the FCTGL Group’s and Our People’s responsibilities and the responsibilities of third parties we deal with in observing and upholding our position on bribery and corruption; and
• provide information and guidance to Our People on how to recognise and deal with bribery and corruption issues.

Laws and regulations

We conduct all of our business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate. It is our best practice objective that those we do business with take a similar zero-tolerance approach to bribery and corruption.

The FCTGL Group operates under laws which make illegal any form of bribery, including giving or receiving bribes, “facilitation payments” (as defined below) and bribery of foreign public officials. Bribery and corruption are criminal offences and penalties can be severe for both companies and individual employees. Bribery and corruption are punishable for individuals by up to ten years’ imprisonment and an unlimited fine, and if the FCTGL Group is found to have taken part in corruption we could face an unlimited fine, be excluded from tendering for public contracts and face damage to our reputation. Therefore we take our legal responsibilities very seriously and expect Our People to do the same.

The FCTGL Group complies in full with the laws and regulations of those countries in which we operate. There is legislation in many countries, including Australia (the Criminal Code Act 1995), the United Kingdom (Bribery Act 2010) and the United States (Foreign Corrupt Practices Act 15 U.S.C) (all of which have extra-territorial reach) that prohibits bribery and corruption. Similar laws also exist in or apply to other jurisdictions in which we operate. Acts of bribery and corruption committed by Our People overseas may well result in a prosecution at home and also in other jurisdictions.

Bribery and corruption

Bribery and corruption are defined at the beginning of this policy and can take on many different shapes and forms, but typically both parties to the bribe or corrupt practice will benefit. It does not matter whether the bribe is:

• given or received directly or indirectly through a third party; or
• for the benefit of the recipient or some other person.

Remember, a bribe may exist where there is an intention to influence a person corruptly or improperly in the exercise of their duty. Examples of some forms of bribes are:

• money (or cash equivalent such as shares, gift cards, etc);
• unreasonable or extravagant gifts, entertainment or hospitality (including free or discounted upgrades, free or heavily discounted flights, accommodation or other product);

• kickbacks;
• unwarranted allowances or expenses;
• facilitation payments also known as “grease payments” (see below);
• political/charitable contributions;
• uncompensated use of company services or facilities;
• anything else of value; or

• an advantage (whether financial or not).

Such payment, offer, promise or authorization may be direct or indirect. For example, the FCTGL Group will be liable even if it or its employees attempt to “funnel” a payment indirectly to a public official by using an unrelated third party as a conduit.

If you are not sure whether particular conduct, behaviour or practices are acceptable you must first check with your local CFO, Enterprise Risk or Legal Services in Australia.

Our People must not:

• bribe another person;
• receive a bribe;

• make facilitation payments; or
• bribe a foreign public official or government entity/official.

Our People must:

• in certain circumstances, ensure that this policy is applied to third parties by including appropriate anti-bribery and anti-corruption provisions in their engagement documentation; and
• immediately report any breaches or suspected breaches of this policy to their local CFO, Enterprise Risk or Legal Services in Australia.

These points are discussed in more detail below.

Gifts, hospitality and promotional activity

Good faith hospitality and promotional, or other business expenditure which seeks to improve the FCTGL Group’s image, to better present our products and services, or establish cordial relations, is an important part of our business. This policy does not intend to prohibit reasonable and proportionate hospitality and promotional or other similar business expenditure intended for these purposes. However, all gifts and hospitality must be for a genuine purpose, reasonable and given in the ordinary course of business (see local “Operational Expense Policy” guidelines). Gifts and/or hospitality can never be given or received where there is an intention to influence, induce or reward improper performance.

FCTGL Group’s Code of Conduct and other policies must also be complied with.

The giving or receipt of gifts and/or hospitality (including receiving free or discounted upgrades, free or discounted flights, accommodation, other product or gifts and/or hospitality to or from any of the FCTGL Group’s carriers or suppliers) is generally permitted. Consider the following factors when giving or receiving any gifts and / or hospitality:

• Is it made with the intention of influencing, inducing or rewarding a third party in order to gain any advantage through improper performance, or in explicit or implicit exchange for favours or benefits?
• Does it comply with local law?
• Have you disclosed it to your Team Leader in advance (where it is possible to do so or as soon as possible afterwards)?

• Is it given in FCTGL Group’s business name and not in your name?
• Does it include any cash or cash equivalent? (such as shares, gift certificates or vouchers)
• Is it appropriate in the circumstances? For example, it may be customary for some FCTGL Group businesses to give or receive gifts at Christmas time.
• Taking into account the reason for the gift, is it of an appropriate type and value and given at an appropriate time? For example, gifts and/or hospitality must never be offered to or accepted from any clients or suppliers (existing or potential) if you are involved in a tendering or contracting/negotiation process with them.
• It is given openly, not secretly?
• Gifts and/or hospitality should not be offered to, or accepted from, public or government officials or representatives, or politicians or political parties, without the prior approval of your local CFO and never where there is an intention to influence a person corruptly or improperly in the exercise of their duty.

SCENARIOS WHICH ARE GENERALLY ACCEPTABLE AND DO NOT RAISE BRIBERY OR CORRUPTION CONCERNS ARE SET OUT IN THE ANNEXURE TO THIS POLICY.

Where it is an accepted part of your role (you should ask your local CFO if you are unsure about this) you can offer and accept a reasonable amount of moderate hospitality for the purposes of business development, having regard to the points listed above.

The FCTGL Group understands that the practice of giving business gifts varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift or hospitality is reasonable, proportionate and justifiable. The intention behind the gift or hospitality must always be considered and it can never be for the purpose of influencing a person corruptly or improperly in the exercise of their duty.

All FCTGL Group employees, officers and directors who give or are in receipt of a gift or hospitality that is valued at more than the amounts set out in the table below, or a number of gifts of any value from a single party, must discuss the appropriateness of the gift or hospitality with their immediate leader, their local CFO, their local legal resource, Enterprise Risk or Legal Services in Australia before giving or receiving it. Where there is any concern about the appropriateness of the gift or hospitality, it must be reported to your local CFO, the Enterprise Risk Team or Legal Services in Australia. Of course the values in the table below are irrelevant if the gift or hospitality may be a bribe. Regardless of the value, any gift or hospitality must be for a genuine purpose, reasonable and given in the ordinary course of business. Gifts and/or hospitality can never be given or received where there is an intention to influence, induce or reward improper performance, regardless of their value.

Your local CFO may impose limits on what is an appropriate amount to give or receive in terms of gifts, benefits, entertainment and hospitality and may require you to declare these interests on a register. All of Our People must adhere to any such policy set by their local CFO from time to time.

What is not acceptable?

It is not acceptable for you (or someone on your behalf) to:

• give, promise to give, or offer, a payment, gift or hospitality with the intention of influencing, inducing or rewarding improper performance;

• give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to “facilitate” or expedite a routine procedure (where the payment is not a legitimate payment pursuant to local written law);
• accept a payment from a third party that you know or suspect is offered with the expectation that it will obtain a business advantage for them which will be obtained through improper performance by you or us;

• accept a gift or hospitality from a third party if you know or suspect that it is offered or provided with the intention of influencing improper performance by you or us in return;

• threaten or retaliate against another employee who has refused to commit a bribery offence or who has raised concerns under this policy; or

• engage in any activity that might lead to a breach of this policy.

Facilitation payments

“Facilitation payments” or “kickbacks”, whether legal or not in a country, are prohibited under this policy.

Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government action by a government official.

In Australia and the USA facilitation payments may be a defence to the prohibition on paying bribes to foreign public officials, but facilitation payments are prohibited under the UK Bribery Act 2010. Because the UK Act can apply to conduct that occurs outside the UK facilitation payments, regardless of where they are given or received, are prohibited under this policy. All of Our People need to be mindful of this.

If you are not sure whether your payment is acceptable you must first check with your local CFO, the Enterprise Risk Team or Legal Services in Australia.

The type of facilitation payments most likely to be prosecuted include large or repeated payments, facilitation payments that are planned for or accepted as part of a standard way of conducting business, indications of an element of active corruption of the official in the way the offence was committed, and circumstances where a commercial organisation has a clear and appropriate policy setting out procedures an individual should follow if facilitation payments are requested and these procedures have not been correctly followed.

“Kickbacks” are typically payments made in return for a business favour or advantage.

All employees must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by us. Please report any concerns regarding facilitation payments or kickbacks to your local CFO, the Enterprise Risk Team or Legal Services immediately.

Donations

The FCTGL Group does not make contributions to political parties nor does it make donations at the request of government officials. We only make charitable donations that are legal and ethical under local laws and practices that are in accordance with our charitable objectives. Requests for sponsorship should be forwarded to your local CFO for approval in the first instance.

Dealing with public officials and government entities

Dealing with public officials poses a particularly high risk in relation to bribery due to strict rules and regulations in many countries.

Public officials include those in government departments, but also employees of government owned or controlled commercial enterprises (also known as State Owned Entities or Government Owned Corporations), international organisations, political parties and political candidates and any person acting in an official capacity on behalf of a foreign government or an instrumentality.

Corrupting a public official is a serious offence. Therefore, the provision of money or anything else of value, no matter how small, to any public official for the purpose of influencing them in their official capacity is prohibited. The prior written approval of your local CFO is required in relation to gifts and hospitality in the public sector. Making charitable contributions or political donations in connection with dealings with a public official is prohibited.

In addition, many public officials and public offices have their own rules regarding the acceptance of gifts and hospitality and we must respect these rules where applicable.

Dealing with third parties

The FCTGL Group could be liable for the acts of third parties who act on our behalf. Because anti-bribery laws prohibit “indirect” as well as direct payments and offers, the FCTGL Group and you may be liable for the conduct of a third party where we know or reasonably should have known of such party’s unlawful conduct. Turning a “blind eye” or ignoring “red flags” that something may be wrong does not exonerate the FCTGL Group or you from criminal liability.

The FCTGL Group is also obligated to take adequate steps to prevent bribery. In certain circumstances, you must conduct a reasonable investigation (due diligence) into the background, reputation, and business practices of a third party before entering into a contract with them. Before appointing a third party you must consult with your Area Leader, your local CFO, Enterprise Risk or Legal Services in Australia to determine whether due diligence is required. This will always depend on the nature of the appointment of that third party. The purpose of conducting due diligence in respect of third parties we deal with is to mitigate identified bribery and corruption risks. The FCTGL Group will always take a proportionate and risk-based approach in conducting due diligence. Due diligence will be unnecessary for many minor third party appointments.

Do not do business with a third party who refuses to cooperate in due diligence, or where the due diligence raises concerns regarding the anti-bribery risk unless you receive consent from your local CFO to do so. Where we have concerns regarding the anti-bribery risk and your local CFO has given their consent, arrangements with these third parties must be subject to clear contractual terms, including specific provisions requiring them to comply with minimum standards and procedures in relation to bribery and corruption. We will not engage any third party who we know or suspect of engaging in bribery or corruption. You can obtain these specific contractual provisions from your local CFO, Enterprise Risk or from Legal Services in Australia.

Your responsibilities

All of Our People must ensure that they read, understand and comply with this policy. All personnel will be required to complete Bribery and Corruption training annually or as directed by your local CFO, Enterprise Risk and/or Legal Services in Australia.

Any breach of this policy by any of Our People may result in disciplinary action, which could result in jail, penalties, fines, criminal convictions and dismissal. Remember, a bribe does not actually have to take place – just promising to give a bribe or agreeing to receive one is prohibited.

The FCTGL Group reserves its right to terminate any contractual or employment relationship on the basis of any breach of this policy.

Record keeping

The FCTGL Group must keep financial records and have appropriate internal controls in place which will evidence the business reason for making any payments to third parties.

You must ensure all expense claims relating to hospitality, gifts or expenses incurred by third parties are submitted in accordance with the appropriate local Operational Expense Policy, the FCTGL Group’s Code of Conduct and other policies, which can all be found on the intranet.

All accounts, invoices, notes and other documents and records relating to dealings with third parties, such as customers, suppliers and business contacts, should be prepared and maintained with accuracy and completeness. No accounts are to be kept “off the record” to facilitate or conceal any improper payments.

Reporting concerns

All of Our People have a responsibility to detect, prevent and report instances not only of bribery and corruption, but also of any other suspicious activity or wrongdoing in connection with the FCTGL Group’s businesses. You are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage. Report the issue or concern to your immediate supervisor and Area Leader, or, where for good reason this is not possible, you should make use of the Whistleblower Hotline available to all of Our People. Full details of this can be found in the FCTGL Group’s Anti-Fraud Whistleblowing Policy.

If you are unsure whether a particular act constitutes bribery or corruption, or if you have any other queries, these should be raised with your local CFO, Enterprise Risk or with Legal Services in Australia.

Protection

Some of Our People who refuse to accept or offer a bribe, or those who raise concerns or report another person’s wrongdoing, are sometimes worried about possible repercussions. The FCTGL Group encourages openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.

Monitoring and review

Your local CFO, Financial Controllers of local businesses and the Enterprise Risk team will conduct periodic reviews of the bribery risk faced by the FCTGL Group. This policy and relevant procedures will be updated and amended as required.

Your local CFO will also monitor the effectiveness and review the implementation of this policy, considering its suitability, adequacy and effectiveness. Improvements to this policy that are identified will be made as soon as possible.

All of Our People are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing.

All of Our People are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to your local CFO, Enterprise Risk or Legal Services in Australia.

The FCTGL Group reserves the right to vary and/or amend the terms of this policy from time to time at its absolute discretion.

Related policies and procedures

• FCTGL Group’s Anti-Fraud Whistleblowing Policy
• The FCTGL Group’s Code of Conduct
• Local Operational Expense Policy

Contact details

Endorsement

FLT’s Board and Executive Team are committed to and have approved this policy and its implementation.

Annexure

Potential risk scenarios

The following is a list of possible scenarios that may arise during the course of your employment or contracting with or for the FCTGL Group and which may raise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only to help you in your compliance with this policy.

Remember, in terms of gifts and hospitality the test to be applied is whether in all the circumstances the gift or hospitality is reasonable, proportionate and justifiable. It can never be given with the intention of influencing, inducing or rewarding improper performance.

Regardless of whether you are a consultant in a store or an FCTGL Board Member you may be offered gifts in the form of free or discounted upgrades, AD fares, free or discounted flights, accommodation or other product. In most circumstances these types of benefits will be for a genuine purpose, reasonable, proportionate, justifiable and given in the ordinary course of business in accordance with travel industry practices BUT none of these can be accepted by you if they are given for the purpose of influencing you corruptly or improperly in the exercise of your duty.

This list is subject to the factors above. If you encounter any of these scenarios while working for us, you must report them promptly to your Area Leader, local CFO, Enterprise Risk or Legal Services in Australia:

Bribery and corruption indicators:

• Giving or receiving any gift and/or hospitality (including free or discounted upgrades, free or discounted flights, accommodation or other product) which is not reasonable, not proportionate and not justifiable and where the intention of giving or receiving the gift and/or hospitality is to influence a person corruptly or improperly in the exercise of their duty.
• Giving or receiving free or discounted upgrades, free or discounted flights, accommodation, other product or gifts and/or hospitality to or from any of the FCTGL Group’s carriers or suppliers immediately prior to, during or immediately after your involvement in a tender or contracting/negotiation process with them.
• Giving or receiving any gift, benefit, entertainment or other personal favour or assistance which goes beyond accepted industry practice.
• Receiving free or discounted upgrades, free or discounted flights, accommodation or other product from any of the FCTGL Group’s non-preferred carriers or suppliers (unless approved by your Nation Leader or local CFO). This is because attempts by non-preferred supplier’s to offer deals direct to stores and consultants (such as famils, upgrades, free travel and so on) may be given with the intention of influencing that store or person to deal with them improperly (i.e. not through the FCTGL Group’s usual contracting channels).
• A third party insists on receiving a commission or fee payment before committing to sign up to a contract with the FCTGL Group, or carrying out a government function or process with the FCTGL Group.
• A third party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made.
• A third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business where we suspect those places are a tax haven or where those places have a reputation for money laundering.
• A third party requests an unexpected additional fee or commission to “facilitate” a service.

• A third party demands entertainment or gifts before commencing or continuing contractual negotiations or provision of services.
• You become aware that a third party engages in, or has been accused of engaging in, improper business practices.
• You learn that a third party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a “special relationship” with foreign government officials.
• A third party requests that a payment is made to “overlook” potential legal violations.
• A third party requests that you provide employment or some other advantage to a friend or relative.
• You receive an invoice from a third party that appears to be non-standard or customized.
• A third party refuses to put terms agreed in writing.
• You notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided.
• You are offered an unusually generous gift or offered lavish hospitality by a third party not in accordance with our industry standards and/or general commercial practice.
• You are asked to give hospitality at which you are requested not to attend.
• You are offered hospitality at which the giver is not going to be in attendance.
• You are asked to give hospitality to persons who are not associated with the organisation (for example family members) or are offered hospitality which extends to persons beyond our business (for example family members).

Acceptable scenarios:

Genuine hospitality and promotional, or other business expenditure which seeks to improve the FCTGL Group’s image, to better present our products and services, or establish cordial relations are acceptable. However, all gifts and hospitality must be for a genuine purpose, reasonable, proportionate and given in the ordinary course of business. The local Operational Expense Policy, the FCTGL Group’s Code of Conduct and other policies must also be complied with.

Below is a list of possible scenarios that may arise during the course of your employment or contracting with the FCTGL Group which do not raise concerns under anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only to help you in your compliance with this policy.

• Giving or receiving any gift and/or hospitality (including free or discounted upgrades, free or discounted flights, accommodation or other product) which is reasonable, proportionate and justifiable and where there is no intention to influence a person corruptly or improperly in the exercise of their duty.
• Inviting third parties to FCTGL Group functions, promotions and events (such as Supplier Nights).
• Attending third party functions, promotions or events in the ordinary course of business.
• Attending Educationals or Famils with any of the FCTGL Group’s preferred carriers or suppliers (but only as approved by your local Air or Land Contracting team).
• Giving or receiving free or discounted upgrades, free or discounted flights, accommodation, other product or gifts and/or hospitality to or from any of the FCTGL Group’s carriers or suppliers (but only as approved by your Area Leader, Nation Leader or local CFO and never immediately prior to, during or immediately after your involvement in a tender or contracting/negotiation process with them).
• Giving or receiving gifts in accordance with local / cultural custom in accordance with applicable FCTGL Group policies, industry standards and local laws (e.g. Christmas gifts).
• Giving or receiving gifts of nominal value or small / low value in accordance with applicable FCTGL Group policies and industry standards.
• Taking third parties out for a meal and / or drinks in accordance with applicable FCTGL Group policies and industry standards.
• Entertaining third parties, provided such entertainment is appropriate and is not lavish or overly expensive in the circumstances and in accordance with applicable FCTGL Group policies and industry standards.
• Giving and accepting moderate hospitality for the purposes of business development in accordance with applicable FCTGL Group policies and industry standards.
• Giving new clients a “welcome” gift in accordance with applicable FCTGL Group policies and industry standards.
• Making legitimate payments pursuant to local written law.

Remember, in terms of gifts and hospitality the test to be applied is whether in all the circumstances the gift or hospitality is reasonable, proportionate and justifiable. It can never be given with the intention of influencing, inducing or rewarding improper performance.