Company Policy

Anti-bribery Policy

Purpose

This policy sets out the responsibilities of directors, employees of Kubota New Zealand Limited (Kubota), and its suppliers and agents acting on behalf of Kubota as well as any person or corporation (including a director or secretary of that corporation) that has entered into a Dealership Agreement with Kubota in observing and upholding the prohibition on bribery, corruption and related improper conduct.

The document provides information and guidance on how to recognise and deal with instances of bribery or corruption.

Kubota is committed to complying with the laws and regulations of the countries in which its business operates. Bribery, corruption and the related improper conduct referred to in this policy are serious criminal offences for both the company and any individuals involved. This conduct is inconsistent with Kubota values.

Scope

This policy applies to all directors, employees of Kubota, suppliers and agents acting on behalf of Kubota as well as any person or corporation (including a director or secretary of that corporation) that has entered into a Dealership Agreement with Kubota.

Definitions

Bribe is an offer, promise or giving of anything of value to improperly influence a person’s actions or decisions to gain or retain a business benefit. Bribery and corruption can take many forms including, the provision or acceptance of cash payments, facilitation payments, kickbacks, political contributions, charitable contributions, social benefits, gifts, travel, hospitality and rebates or reimbursements.

Bribe Acceptance is the act of accepting, or a demand or promise to accept, a bribe.

Some indications of bribery that may arise during working for or providing services to Kubota could include, but are not limited to:

A party insisting on receiving a commission or fee payment before committing to sign up to a contract
A party requesting 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 party requesting that payment is made to a country or geographic location different from where the party resides or conducts business
A party requesting an unexpected additional fee or commission to facilitate a service
A party demanding lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services
A party requesting that a payment is made to overlook potential legal violations
A party insisting on the use of side letters or refusing to put terms agreed in writing.

Public Official may include, but not be limited to, any of the following:

a public official of a government or a municipal government
an official of an association established by a government or a municipal government
an official of an organisation de facto controlled by a government or a municipal government
an officer or staff of a public international organisation
an officer or staff of a political party
a candidate for public office
a person acting in place of the persons described above

Corruption is the misuse of entrusted power or office, for private gain.

Policy

Directives

Directors, employees of Kubota, suppliers and agents acting on behalf of Kubota as well as any person or corporation (including a director or secretary of that corporation) that has entered into a Dealership Agreement with Kubota must:

Understand and comply with this policy in all regards
Not give, offer, accept, or request bribes, facilitation payments, secret commissions or other prohibited payments or engage in money laundering or cause any of them to be given, offered, accepted, or requested
Not approve any offers, or make, accept, or request an irregular payment or other value, to win business or influence a business decision in favour of Kubota
Comply with any reporting and approval processes in relation to Benefits, including gifts, entertainment, or hospitality
Not offer or receive any benefit such as gifts, entertainment, or hospitality to or from public officials outside policy and approval processes
Obtain required approval/s for donations and sponsorships
Maintain accurate records of dealings with third parties
Be vigilant and report any actual or suspected breaches of, or suspicious behaviour related to bribery, corruption or associated conduct.

Directors and employees of Kubota:

Must not receive any gifts, entertainment, or hospitality from any party including suppliers and agents acting on behalf of Kubota as well as any person or corporation (including a director or secretary of that corporation) that has entered into a Dealership Agreement with Kubota outside the KNZ Conflict-of-Interest policy.

Due diligence and contract management

Kubota team members, including directors and employees, when contracting with a third party, must undertake and ensure completion of relevant and appropriate due diligence in advance of the making of a contract. Due diligence must be conducted in accordance with Guidelines determined by each department and/or any guidelines provided by Kubota, as amended from time to time. Contracts may only be executed by those with the authority and power to do so in alignment with Kubota’s Delegation and Authority Schedule, as amended from time to time.

Record keeping

All accounts, invoices and other documents and records relating to dealings with third parties (including due diligence reports), must be prepared and maintained with strict accuracy and completeness. No accounts may be kept “off the books” to facilitate or conceal improper conduct, including improper payment.

Internal control systems and procedures adopted to comply with this policy will be the subject of regular internal compliance reviews by the Compliance Officer, and potentially external audit, to provide assurance that they are effective in mitigating risk and non-compliance.

Reporting breaches

Actual or suspected breaches of this policy must be reported in accordance with the Procedure below.

Consequences of breach

A breach of this Policy may be regarded as serious misconduct in employment, leading to disciplinary action, which may include immediate termination of employment and referral to appropriate authorities and/or other legal action. Other parties committing a breach may be subject to termination of contractual agreements without notice, and/or referral to authorities and/or other legal action, as appropriate.

Procedures

Reporting actual or suspected breaches

Reports should be made:

By email to kau_g.whistleblower@kubota.com for receipt by Kubota’s Compliance Officer in respect to Australia and New Zealand
To a General Manager or officer of Kubota (such as a Board member) by email or telephone at +61 9394 4400, on the understanding that these will need to be referred to the Compliance Officer
Anonymously to: Kubota Australia Pty Ltd, Compliance Officer, 25-29 Permas Way, Truganina, VIC, 3029 Australia.

Protected Disclosures Protection of Whistleblowers Policy

Purpose

This Policy supports compliance with the Protected Disclosures (Protection of Whistleblowers) Act 2022 (New Zealand). It aims to create a safe way to report wrongdoing, to protect whistleblowers and those that are the subjects of yet to be investigated and substantiated concerns from adverse action, discrimination and victimisation. The Policy provides a framework to deal with and remedy reported matters.

Scope/ Eligibility

This Policy extends to serious wrongdoing that occurs before or after the commencement of this Policy.

A team member, including employee, former employee, contractor, secondee or volunteer may make a disclosure under this policy..

Policy

What to report

Should you have reasonable grounds or belief to suspect that misconduct has occurred, or that an improper state of affairs or circumstances exist within Kubota New Zealand you may choose to make a report. The subject of any report may include current or former team members (including employees and contractors), officers or Board members of Kubota New Zealand. Please refer to the Kubota Australia policy in relation to the making of a Whistleblower complaint regarding Kubota Australia.

Misconduct may include, but is not limited to:

Breach of specific legislation
Dishonest, corrupt or illegal activities
Serious breach of Policies and Procedures, including serious risks to health and safety or environment
Fraud, theft, money laundering or misappropriation
Offering or accepting a bribe
Damage/sabotage
Instruction to cover up or attempt to cover up serious wrongdoing/ actual or potential offences

Personal work-related grievances covered by the Employment Relations Act are excluded from his Policy and should be dealt with under other policies and New Zealand employment law.

Protected Disclosure/Report

A “Protected Disclosure” is a report made in accordance with the Protected Disclosures (Protection of Whistleblowers) Act 2022 and this Policy..

Nothing in this Policy is intended to abrogate or diminish any additional or alternative protections which may be available at law. To be protected under this Policy, a discloser/whistleblower must:

be acting with reasonable belief that the information in the allegation is true or likely to be true
make the disclosure in accordance with this Policy; and
not have engaged yourself in illegal or serious misconduct in relation to the conduct you are reporting. However, you may still wish to report this in the knowledge that it is not a protected disclosure.

Advice prior to lodgement

Before making a report, it is recommended that you contact the Office of the Ombudsman, New Zealand for advice and guidance.

Who to report to

Depending on a range of circumstances, you may choose to make a report internally to Kubota New Zealand or externally. See the Procedures section regarding who to report to, in what format and the information to include in your report.

Alternatively, you may determine that it is reasonable and necessary for you to make your report directly to relevant authorities or external entities. The Office of the Ombudsman has a listing of all relevant authorities and can provide advice regarding appropriate lodgement of disclosures.

Protections

Investigation and findings

Kubota shall apply principles of procedural fairness and natural justice to the conduct of any investigation and resultant findings arising under this Policy.

Duty not to disclose identity

A team member to whom a report has been made, must not disclose either a discloser/ whistleblower's identity, or any information likely to lead to the identification of the discloser/ whistleblower. The only exceptions are where:

the identity of the discloser/ whistleblower is disclosed with the consent, is provided as required by law to regulatory or law enforcement bodies if required, or is given to a lawyer in order to obtain legal advice or representation; and
information likely to lead to the identification of the discloser/ whistleblower (but not the discloser/ whistleblower's identity) is disclosed because it is reasonably necessary for the purpose of investigating the matter, and the person takes all reasonable steps to reduce the risk that the discloser/whistleblower will be identified.

Protection from discrimination and victimisation

The whistleblower/s, nor the person/s who are the subject of a yet to be investigated and substantiated concern must not be treated adversely nor discriminated against in any aspect of employment and must not be victimised. Refer to relevant legislation such as the Human Rights Act 1993 (New Zealand) for further information.

Should any action be taken against an employee who is a discloser/ whistleblower they may take action as prescribed at law such as raising a personal grievance or instituting action under the Human Rights Act 1993 (New Zealand).

Limitation of Policy

Kubota have no ability to offer discloser/s, whistleblower/s immunity against criminal or civil legal action that may be taken against them.

Procedures

Who to report to

Depending on a range of circumstances, you may choose to make a report internally to Kubota. You may make a report to:

The nominated Whistleblower Protection Officer, currently the Compliance Officer.
A General Manager on the understanding that they will need to refer this to our nominated Whistleblower Protection Officer.
An officer of Kubota New Zealand (such as a Board member).
The General Manager of Finance and Administration, should the subject of complaint be the Compliance Officer.
Care of kau_g.whistleblower@Kubota.com which is received by our nominated Whistleblower Protection Officer in respect to Australia and New Zealand.
Anonymously to: Kubota Australia Pty Ltd, Whistleblower Protection Officer, 25-29 Permas Way, Truganina, VIC, 3029.

Where the subject of the report is the Whistleblower Protection Officer, the report should be made to the General Manager, Finance and Administration (who will assume, or delegate to an external professional, all case management duties of the Whistleblower Protection Officer). Should the General Manager, Finance and Administration also be implicated, the report should be made to Kubota New Zealand's Managing Director (who will assume, or delegate to an external professional, all case management duties of the Whistleblower Protection Officer and General Manager Finance and Administration). Where the Managing Director is implicated, the report may be directed to the Kubota Australia Board or Kubota Corporation if more appropriate to do so.

Alternatively, you may determine that it is reasonable and necessary for you to make your report directly to relevant authorities or external entities. Contact the relevant authority/s or entity/s for detailed information or refer to Protected Disclosure information contained on their website/s.

Content of report

Your report may be made verbally or in writing. It is strongly preferred that you make a report in writing to ensure clear communication and to enable the best possible management of the matter.

Information you should pass on in your report should include:

date of report
identity of reporter (if disclosed/ known)
substance of report
any dates or details of when, where or how the reportable conduct occurred
the identity or level of seniority of the person/s who are the subject of the report
the perceived level of risk or gravity of the reportable conduct
any other pertinent matters or evidence

Receipt of reports

If you receive a Whistleblower report, you must ensure it is conveyed to the Whistleblower Protection Officer expediently. It is recommended that you pass on the report within 24 hours, or sooner where it would be assumed the matter would be urgent or involves a potential emergency.

Once you have passed on the report, you should take no further action. You will generally not be kept updated as to the status of the report. You must not discuss the report further and must maintain confidentiality at all times.

Investigation Process

Where a Whistleblower Report is made internally, or Kubota become aware of the substance of a report that is made externally, the Whistleblower Protection Officer will ensure that an investigation is undertaken in a timely manner. Where there is sufficient information to do so, an investigation will be undertaken to the full extent possible based on the information contained in the allegation or level of awareness of the substance of any concern/s.

The Whistleblower Protection Officer (or alternate as outlined above if the Whistleblower Protection Officer or their Manager are implicated) will:

Undertake a preliminary review of the matter.
Determine if there is sufficient information to conduct an investigation.
Determine if an external professional organisation should be engaged to case manage and/or conduct the investigation and/or provide findings and recommendations as to appropriate action.
Create a plan for the investigation, inclusive of any witnesses to be contacted, information to be sourced, professional advice (eg. legal, taxation, etc) to be sought and indicative timeframes.
Conduct the investigation, or, oversee that it is conducted.
Ensure the findings of the investigation are clearly documented.
Review and provide recommendations, or ensure any external organisation provides recommendations, to the Managing Director (via the General Manager Finance and Administration if appropriate) based on the specific individuals involved or systemic matters and risks.
- Recommendations can include any course of action from disciplinary action to referral to appropriate authorities.
- Where appropriate and relevant, enter risks into the Kubota Risk Management framework for management.
- Maintain, or direct the maintenance of, all appropriate records.

Findings and actions

The Managing Director shall make any final decision and determine any actions based on the findings and recommendations. The Managing Director is not required to adopt recommendations and shall determine any actions. The Managing Director is responsible for ensuring (via delegation or directly) that actions are implemented.

Where the subject of the report is the Managing Director, the Kubota New Zealand Board then Kubota Australia Board would assume this responsibility, or Kubota Corporation if this is more appropriate.

Contact with Discloser/ Whistleblower

Should Kubota determine that it is appropriate to do so in light of confidentiality, privacy and legal constraints, and the discloser/whistleblower indicates they would like to be kept updated, the discloser/whistleblower may be kept up to date in regards to key milestones within the investigation process. Where Kubota determine that a referral to an appropriate authority or external entity is necessary, it may not be possible to provide updates.