Supplier Code of Conduct

Questas Group Pty Limited and its subsidiary companies listed in the Schedule are committed to maintaining the highest ethical standards in the conduct of its business activities. As a leading firm in its industry, with a broad range of Australian and international customers, the reputation of Questas Group is critical to its ongoing success. Our customers expect high quality service supported by good governance and ethical business practices.

Questas Group seeks to partner with suppliers which share our commitment to excellence and to operating with integrity.

Questas Group expects the following minimum standards of ethical and responsible behaviour to be met by our suppliers and by their respective subcontractors, agents, related entities and consultants.

A. Compliance with All Applicable Laws

1. Direct Compliance – All suppliers to Questas Group (“Suppliers”):
   1. 1 must comply with all applicable laws in the conduct of their business operations in the countries in which they operate, and in the supply of products, technology or services to Questas Group, including but not limited to workplace health and safety laws and environmental laws; and
   1.2 provide Questas Group on request such information as may be reasonably requested to verify the supplier’s compliance, or approach to compliance, with the requirements set out in this Code of Conduct.

2. Indirect Compliance –Questas Group also expects its suppliers to:
   2.1 inform any suppliers or sub-contractors who are upstream to them and who are involved in the supply to Questas Group of the requirements set out in this Code of Conduct; and
   2.2 require them to comply with these requirements.

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B. Anti-corruption 

1. All Suppliers must:
   1.1 operate ethically and comply with all applicable laws prohibiting corruption or bribery in the countries in which they operate; and
   1.2 not offer or give anything of value, either directly, or indirectly through an agent, a sub- contractor or another intermediary, to any person (including a government official or employees or representatives of state-owned entities):

   1.2.1 with an intention to influence them to perform their work duties improperly; or

   1.2.2 if it could reasonably be seen as an attempt to influence or reward official action or to influence them to perform their work duties improperly.

2. With respect to this prohibition:
   2.1 giving “things of value” can include cash, gifts, travel, entertainment, providing services, meals or jobs or business opportunities to a person or their close relatives; and
   2.2 this prohibition extends to “facilitation payments” (small payments made to government officials to expedite routine actions).
3. Suppliers must only provide items of value to a government official or other person in connection with the business operations if:
   3.1 a legitimate business purpose exists
   3.2 their value and nature is appropriate to the circumstances; and
   3.2 local laws which might restrict permissible gifts and hospitality have been checked and complied with.

C. Prevention of Modern Slavery

1. In this Section C:
   Grievance Mechanism: means a process for handling a complaint or grievance about Modern Slavery practices that is consistent with the criteria set out in the Guiding Principles on Business and Human Rights.
   Guiding Principles on Business and Human Rights: means the United Nations’ Guiding Principles on Business and Human Rights: Implementing the United Nations “Protect, Respect and Remedy” Framework available at https://www.ohchr.org/sites/default/files/documents/publications/guidingprinciplesbusinesshr_en.pdf.
   Modern Slavery: has the same meaning as it has in the Australia Modern Slavery Act 2018 (Cth).
   Personnel: means any person who is an officer, employee, contractor (including subcontractor) or agent of the Supplier involved in providing the Goods and/or Services.
2. The Supplier must take reasonable steps to identify, assess and address risks of Modern Slavery practices in the operations and supply chains used in the provision of the goods and/or services.
3. The Supplier will:
   3.1 ensure Personnel responsible for managing the operations and supply chains used in the performance of the Contract have undertaken suitable training to be able to identify and report Modern Slavery; and
   3.2 promptly notify the Customer after all relevant Personnel complete this training.
4. The Supplier will prepare and implement a Modern Slavery Risk Management Plan in relation to its obligations in relation to supply Questas Group consistent with this Code of Conduct.
5. The Modern Slavery Risk Management Plan should at a minimum detail:
   5.1 the Supplier’s steps to identify and assess risks of Modern Slavery practices in the operations and supply chains used in the performance of the supply relationship;
   5.2 the Supplier’s processes for addressing any Modern Slavery practices of which it becomes aware in the operations and supply chains used in the performance of the supply relationship;
   5.3 the content and timing of training for Personnel about Modern Slavery; and
   5.4 the Grievance Mechanism’s available to Personnel.

6. Questas Group may provide comments to the Supplier in relation to the Modern Slavery Risk Management Plan, and the Supplier will promptly make any amendments required by the Customer and promptly resubmit the revised Modern Slavery Risk Management Plan to the Customer for its further review.
7. The Supplier must comply with the Modern Slavery Risk Management Plan in its performance of the supply relationship. For the avoidance of doubt, nothing in this clause derogates from the Supplier’s other obligations arising under this Code of Conduct, any separate supply contract or otherwise in relation to the provision of the goods and/or services.
8. If at any time the Supplier becomes aware of Modern Slavery practices in the operations and supply chains used in its performance of the supply relationship, the Supplier must as soon as reasonably practicable:
   8.1 promptly notify Questas Group of the Modern Slavery practices and provide any relevant information requested by Questas Group;
   8.2 take all reasonable action to address or remove these practices, including where relevant by addressing any practices of other entities in its supply chains;
   8.3 take all reasonable steps to remediate any adverse impacts caused or contributed to by Questas Group from these practices in accordance with the Guiding Principles on Business and Human Rights;
   8.4 consult with Questas Group about its actions and steps under clauses 2 and 8.3; and
   8.5 provide updates to Questas Group of its progress to address or remove these practices and remediate the adverse impacts on a regular basis and as otherwise requested by Questas Group.
9. Without limiting this Section C, in performing the supply relationship the Supplier must:
   9.1 not employ or use any form of child labour (defined as work that deprives children or adolescents of their childhood, their potential and their dignity), and that is harmful to physical and mental development;
   9.2 not employ or use any form of forced labour including slave, bonded, and indentured labour or any form of human trafficking in the conduct of our business;
   9.3 not require (and not allow any recruiting contractor to require) Personnel to pay fees, charges, expenses or financial obligations incurred in order for the Personnel to secure their employment or placement, including for any work clothing, tools or other item required by the terms of employment (Recruitment Fees), regardless of the manner, timing or location of the imposition or collection of these Recruitment Fees;
   9.4 not require workers to surrender any government issued identification, passport, work permit or other personal document as a condition of employment; and
   9.5 ensure Personnel can access a Grievance Mechanism to safely report any instances of Modern Slavery in the operations and supply chains used by the Supplier in its performance of the supply relationship.
10. Supplier warrants that:
    10.1 it has investigated its internal labour practices to ensure there is no Modern Slavery used anywhere in its labour practices (which includes, without limitation, internal manufacturing and distribution operations and site maintenance, cleaning, security and food services operations); and (ii) it has implemented commercially reasonable processes, procedures, investigations and compliance systems to ensure that the warranties made in this clause are true and to ensure they will continue to be true at all times.
    10.2 to the best of its knowledge and belief there are no instances of Modern Slavery occurring in the labour practices of any of Supplier’s first or second tier suppliers or Supplier has notified Questas Group in writing of any instances found and of the steps taken by the Supplier in that regard.
    10.3 it has obtained or will obtain the same warranties set out in clauses 10.1 and 10.2 from each of Supplier’s first tier Suppliers of products ultimately supplied to Questas Group;
    10.4 it will notify Questas Group immediately upon becoming aware that any of the foregoing warranties is not true or has been breached.
11. A breach or non-compliance with this Section C shall be deemed a material breach of this Code of Conduct entitling Questas Group to immediately terminate any supply contract or arrangement without advance notice and without the need to provide Supplier with time to remedy the breach.
12. Supplier shall indemnify Questas Group against and hold it harmless from all claims, penalties, fines, charges, liabilities or costs (including attorneys’ fees and related costs) resulting from or in connection with any (i) breach of any of the warranties set out in this Section C, and (ii) failure of Supplier to notify Questas Group under clause 4 in accordance with its terms.
13. Supplier shall make and keep up-to-date records of all due diligence investigations, inquiries, proceedings and findings made pursuant to this Section C, and Supplier agrees that Questas Group, at its discretion, shall have full access to and be entitled to take copies of such records and may conduct audits, inspections and investigations of Supplier to determine compliance with the requirements defined in this Agreement and/or local regulatory requirements. Questas Group will provide Supplier notification of such activity at least seven calendar days in advance of the planned dates. At Questas Group’s request, Supplier shall allow an independent auditor nominated by Questas Group, to ascertain and report to Questas Group as to Supplier’s compliance with this Section C.

D. Reporting Concerns

1. Questas Group has adopted a Whistleblower Protection Policy, as a key enabler of, and support to, Questas Group’s commitment to honesty, integrity and ethical and law-abiding behaviour. The Whistleblower Protection Policy applying to Questas Group and its related companies is available on the Questas Group website at https://www.questas.com.au/quality-safety- environment/

2. Suppliers are encouraged to report any concerns, including with respect to Questas Group’s compliance with applicable laws or conduct which is unethical, by making a disclosure under the Whistleblower Protection Policy.

Disclosures can be made via landline, email, external mail and in person as follows:

The postal address for all eligible recipients is Locked Bag 2011 Seven Hills 1730 NSW, Australia. Disclosures can also be emailed to whistleblower@questas.com.au.

These reports will be forwarded regularly to an appropriate officer within our Group for confidential assessment and referral for appropriate resolution. We are committed to ensuring that any complaints are dealt with fairly, thoroughly, confidentially and in a timely manner.

When making a disclosure individuals can choose to remain anonymous or to identify themselves. Where an individual wishes to make an anonymous disclosure they may consider sending an email from an anonymous email address, sending an anonymous letter via mail or leaving a voicemail for an eligible recipient after business hours.