Supplier Code of Conduct

1. Purpose and Commitment

Smartchannel Pty Ltd (“Smartchannel”, “we”, “our”) is committed to conducting business ethically, lawfully and with respect for human rights. We recognise that our responsibility extends beyond our own operations to the conduct of the suppliers, manufacturers, distributors, agents and service providers who make up our supply chain.

This Supplier Code of Conduct (the “Code”) sets out the minimum standards we expect of all suppliers. It reflects our zero-tolerance approach to modern slavery in all its forms and our commitment to fair, safe and humane working conditions throughout our supply chain. The Code is informed by the Australian Modern Slavery Act 2018 (Cth), the United Nations Guiding Principles on Business and Human Rights, the UN Universal Declaration of Human Rights, and the core conventions of the International Labour Organization (ILO).

2. Scope and Application

This Code applies to all suppliers of goods and services to Smartchannel, including manufacturers, factories, distributors, importers, wholesalers, brand owners, agents, licensees, labour providers and subcontractors, wherever they are located (collectively, “Suppliers”).

Suppliers are responsible for ensuring that their own suppliers and subcontractors involved in the production or supply of goods or services to Smartchannel also comply with the standards in this Code, or with equivalent standards. Acceptance of a purchase order from Smartchannel, or entry into any supply arrangement with us, constitutes acceptance of this Code.

3. Compliance with Laws

Suppliers must comply with all applicable laws and regulations in the countries in which they operate, including laws relating to labour, employment, immigration, workplace health and safety, the environment, anti-bribery and corruption, and product safety. Where the standards in this Code are higher than local legal requirements, Suppliers are expected to meet the standards in this Code. Where local law imposes a higher standard, local law prevails.

4. Prohibition of Modern Slavery, Forced Labour and Human Trafficking

Smartchannel prohibits modern slavery in any form within our operations and supply chains. Suppliers must not use, participate in, or benefit from:

• slavery, servitude or practices similar to slavery;
• forced, bonded, indentured or involuntary prison labour;
• human trafficking in any form;
• debt bondage, including the withholding of wages or requiring workers to lodge deposits or financial guarantees as a condition of employment;
• deceptive recruitment practices, including misrepresenting the nature, location or conditions of work.

All work must be voluntary. Workers must be free to leave their employment upon reasonable notice, without penalty. Suppliers must not retain workers’ passports, identity documents, work permits or other personal documents, and must not restrict workers’ freedom of movement. Workers must not be charged recruitment fees or related costs; where such fees have been paid by workers, Suppliers are expected to reimburse them (the “Employer Pays Principle”).

5. Prohibition of Child Labour

Suppliers must not employ children below the legal minimum working age in the relevant jurisdiction, or below the age of 15 (or 14 where permitted by ILO Convention 138 for developing countries), whichever is higher. Workers under the age of 18 must not perform hazardous work, night work, or work that jeopardises their health, safety, education or development.

Suppliers must maintain reliable age-verification procedures at the point of recruitment. If child labour is identified, the Supplier must act in the best interests of the child and implement responsible remediation, including access to education.

6. Wages, Benefits and Working Hours

• Fair pay — workers must be paid at least the legal minimum wage, together with all legally mandated benefits, allowances, overtime premiums and social insurance contributions.
• Payment practices — wages must be paid regularly, in full, directly to the worker, and accompanied by a clear and understandable pay statement. Deductions from wages must not be used as a disciplinary measure.
• Working hours — working hours must comply with applicable law and industry standards. Overtime must be voluntary, compensated at the applicable premium rate, and must not be excessive. Workers must receive at least one rest day in every seven-day period.
• Employment contracts — all workers must be provided with written terms of employment in a language they understand before commencing work.

7. Freedom of Association and Collective Bargaining

Suppliers must respect the rights of workers to freely associate, to join or not join trade unions or other worker organisations, and to bargain collectively in accordance with applicable law. Workers’ representatives must not be subject to discrimination, harassment, intimidation or retaliation. Where these rights are restricted under local law, Suppliers should facilitate parallel means of independent and free association and dialogue.

8. Non-Discrimination, Harassment and Humane Treatment

Suppliers must treat all workers with dignity and respect. Suppliers must not engage in or tolerate:

• discrimination in hiring, remuneration, training, promotion, termination or retirement on the basis of race, colour, ethnicity, national origin, religion, age, disability, gender, sexual orientation, marital status, pregnancy, union membership or political affiliation;
• physical punishment or the threat of it, sexual or other harassment, verbal abuse, intimidation or any other form of inhumane or degrading treatment;
• mandatory pregnancy or medical testing used in a discriminatory way.

9. Workplace Health and Safety

Suppliers must provide a safe, clean and healthy working environment and take proactive steps to prevent workplace injuries and illness. This includes, at a minimum:

• identifying, assessing and controlling workplace hazards, including machinery, chemical, electrical and fire risks;
• providing appropriate personal protective equipment at no cost to workers, together with adequate training in a language workers understand;
• maintaining unobstructed emergency exits, functioning fire detection and suppression equipment, and regularly practised evacuation procedures;
• providing access to clean drinking water, adequate sanitation and, where applicable, safe and hygienic dormitory or canteen facilities that respect workers’ privacy and freedom of movement;
• recording and investigating workplace incidents and taking corrective action.

10. Environmental Responsibility

Suppliers must comply with all applicable environmental laws and permits, and are expected to manage their environmental impacts responsibly. This includes the responsible handling, storage and disposal of chemicals and hazardous waste, minimising emissions, wastewater and general waste, using energy, water and raw materials efficiently, and working toward continual improvement in environmental performance.

11. Ethical Business Conduct

• Anti-bribery and corruption — Suppliers must not offer, give, solicit or accept bribes, kickbacks, facilitation payments or improper inducements of any kind, whether dealing with public officials or private parties, and must comply with applicable anti-bribery and anti-corruption laws.
• Conflicts of interest — Suppliers must disclose to Smartchannel any actual or potential conflicts of interest relating to their dealings with us.
• Gifts and hospitality — gifts, hospitality or entertainment offered to Smartchannel personnel must be modest, infrequent and never intended to influence business decisions.
• Fair competition — Suppliers must compete fairly and comply with applicable competition and antitrust laws.
• Accurate records — Suppliers must keep accurate and complete books and records, and must not falsify records or misrepresent conditions or practices in their operations or supply chain.
• Data protection and IP — Suppliers must protect confidential information, personal data and intellectual property belonging to Smartchannel and third parties, and comply with applicable privacy and data protection laws.

12. Supply Chain Transparency and Subcontracting

Suppliers must be transparent with Smartchannel about their supply chain. On request, Suppliers must disclose the identity and location of the manufacturing sites and material subcontractors used in the production of goods supplied to Smartchannel. Undisclosed subcontracting of production is not permitted. Suppliers must maintain accurate records of their suppliers and production sites and communicate the standards in this Code (or equivalent standards) to them.

13. Due Diligence, Monitoring and Audit

Smartchannel undertakes risk-based due diligence across its supply chain, and expects Suppliers to support this process. Suppliers must:

• complete self-assessment questionnaires, declarations or supplier onboarding documentation when requested;
• provide, where available and on reasonable request, evidence of labour and human rights compliance, such as social compliance audit reports (for example SMETA, amfori BSCI, WRAP, SA8000 or ICTI), certifications or corrective action plans;
• permit Smartchannel or its nominated representatives to conduct announced or semi-announced assessments of production sites, including confidential worker interviews, where reasonably required;
• conduct their own due diligence on their suppliers and subcontractors, proportionate to risk.

14. Grievance Mechanisms and Protection from Retaliation

Suppliers must provide workers with access to an effective grievance mechanism through which concerns can be raised confidentially and without fear of retaliation. Suppliers must not retaliate against any worker or other person who, in good faith, raises a concern or participates in an investigation or audit. Concerns regarding conduct inconsistent with this Code, including suspected modern slavery, may also be reported directly to Smartchannel at any time and will be handled confidentially.

15. Remediation and Consequences of Non-Compliance

Where a breach of this Code is identified, Smartchannel’s preferred approach is remediation: working with the Supplier to agree and implement a time-bound corrective action plan, with a focus on improving outcomes for affected workers.

However, Smartchannel reserves the right to suspend or terminate its relationship with any Supplier that commits a serious breach of this Code, fails to remediate identified issues within a reasonable time, refuses to cooperate with due diligence activities, or conceals information. Zero tolerance applies to modern slavery, child labour and unsafe conditions presenting imminent risk to life.

16. Governance and Review

This Code is approved by the management of Smartchannel Pty Ltd and is reviewed regularly, and earlier where required by changes in law, risk or business circumstances. Questions about this Code should be directed to Smartchannel Pty Ltd.