(a) the embezzlement, misappropriation, or another diversion (2) by a public official for the benefit of the public official or for the benefit of another person, of any property, public or private funds or securities, or any other thing of value that the public official has been able to access by virtue of the public official's position; and
(b) by any person subject to its jurisdiction, the participation in, association with or conspiracy to commit, attempts to commit, and aiding, abetting, facilitating, and counselling the commission of an offence established in accordance with subparagraph (a).
4. Each Party shall adopt or maintain measures as may be necessary in accordance with its laws and regulations to establish as criminal offences, in matters affecting international trade or investment, when committed intentionally, by any person subject to its jurisdiction:
(a) the conversion or transfer of property, knowing that such property is the proceeds of crime, for the purpose of concealing or disguising the illegal origin of the property or of helping any person who is involved in the commission of the predicate offence to evade the legal consequences of that person's action;
(b) the concealment or disguise of the true nature, source, location, disposition, movement, or ownership of, or rights with respect to, property, knowing that such property is the proceeds of crime;
(c) the acquisition, possession, or use of property, knowing, at the time of receipt, that such property is the proceeds of crime; and
(d) participation in, association with or conspiracy to commit, attempts to commit, and aiding, abetting, facilitating, and counselling the commission of any of the offences established in accordance with subparagraphs (a) to (c).
5. Each Party shall make the commission of an offence described in paragraphs 1 to 4 liable to sanctions that take into account the gravity of that offence.
6. Each Party shall adopt or maintain measures as may be necessary, consistent with its legal principles, to establish the liability of legal persons for offences described in paragraphs 1 to 4. In particular, each Party shall ensure that legal persons held liable for offences described in paragraphs 1 to 4 are subject to effective, proportionate, and dissuasive criminal or non-criminal sanctions, which include monetary sanctions.
7. Neither Party shall allow a person subject to its jurisdiction to deduct from taxes expenses incurred in connection with the commission of an offence described in paragraph 1.
8. Each Party shall adopt or maintain measures enabling the identification, tracing, freezing, seizure, and confiscation in both criminal and non- conviction-based proceedings of:
(a) proceeds, including any property, derived from the offences described in paragraphs 1, 3, and 4; and
(b) property, equipment, or other instrumentalities used in or destined for use in those offences.
9. The Parties recognise the harmful effects of facilitation payments. Each Party shall, in accordance with its laws and regulations:
(a) encourage enterprises to prohibit or discourage the use of facilitation payments;
(b) to the extent facilitation payments may be permitted, ensure the solicitation, payment, or acceptance of those payments are not used to secure a material advantage in matters affecting international trade or investment; and
(c) take steps to raise global awareness of the harmful effects of facilitation payments, including through regional and multilateral initiatives, with a view to stopping the solicitation, payment, and acceptance of those payments.
10. Each Party shall ensure that any statute of limitations applicable to any criminal offences described in this Chapter allows an adequate period of time for the investigation and prosecution of the offence.
Article 28.4. Persons That Report Bribery or Corruption Offences
1. Each Party shall, as it considers appropriate, adopt or maintain measures to ensure that its competent authorities which are responsible for the measures under Article 28.3 (Measures to Prevent and Combat Bribery and Corruption), or the enforcement of those measures, are known to the public.
2. Each Party shall adopt or maintain publicly available procedures for a person to report to its competent authorities, including anonymously, any incident that may be considered to constitute an offence described in paragraphs 1, 3, or 4 of Article 28.3 (Measures to Prevent and Combat Bribery and Corruption) or an act described in paragraph 2 of Article 28.3 (Measures to Prevent and Combat Bribery and Corruption).
3. Each Party shall adopt or maintain appropriate measures, in accordance with its laws and regulations, to protect against or provide remedy for discriminatory or disciplinary treatment of any person considered appropriate by the Party who, on reasonable belief, reports to the competent authorities any suspected incident that may be considered to constitute an offence described in paragraphs 1, 3, or 4 of Article 28.3 (Measures to Prevent and Combat Bribery and Corruption) or an act described in paragraph 2 of Article 28.3 (Measures to Prevent and Combat Bribery and Corruption). (3)
Article 28.5. Promoting Integrity Among Public Officials
1. To prevent and combat bribery and corruption in matters affecting international trade or investment, each Party should promote, among other things, integrity, honesty, and responsibility among its public officials. To this end, each Party shall endeavour, in accordance with the fundamental principles of its legal system, to adopt or maintain:
(a) measures to provide adequate procedures for the selection and training of individuals for public positions considered by the Party to be especially vulnerable to corruption, and the rotation, if appropriate, of those individuals to other positions;
(b) measures to promote transparency in the behaviour of public officials in the exercise of public functions;
(c) appropriate policies and procedures to identify and manage actual or potential conflicts of interest of public officials;
(d) measures that require senior and other appropriate public officials to make declarations to appropriate authorities regarding, among other things, their outside activities, employment, investments, assets, and substantial gifts or benefits from which a conflict of interest may result with respect to their functions as public officials; and
(e) measures to facilitate reporting by public officials of acts of bribery and corruption to competent authorities, if those acts come to their notice in the performance of their functions.
2. Each Party shall endeavour to adopt or maintain codes or standards of conduct for the correct, honourable, and proper performance of public functions, and measures providing for disciplinary or other procedures, if warranted, against a public official who violates the codes or standards established in accordance with this paragraph.
3. Each Party, to the extent consistent with the fundamental principles of its legal system, shall consider establishing procedures through which a public official accused or convicted of an offence described in this Chapter may, if appropriate, be removed, suspended, or reassigned by the appropriate authority, bearing in mind respect for the principle of the presumption of innocence.
4. Each Party shall, in accordance with the fundamental principles of its legal system and without prejudice to judicial independence, adopt or maintain measures to strengthen integrity, and to prevent opportunities for corruption, among members of the judiciary in matters affecting international trade or investment. These measures may include rules with respect to the conduct of members of the judiciary.
Article 28.6. Participation of Private Sector and Civil Society
1. Each Party shall take appropriate measures to promote the active participation of individuals and groups outside the public sector, such as enterprises, civil society, non-governmental organisations, and community-based organisations, in preventing and combatting bribery and corruption in matters affecting international trade or investment and to raise public awareness regarding the existence, causes, and gravity of and the threat posed by that bribery and corruption. To this end, a Party may:
(a) undertake public information activities and public education programmes that contribute to non-tolerance of bribery and corruption;
(b) adopt or maintain measures to encourage professional associations and other non-governmental organisations, if appropriate, to encourage and assist enterprises, in particular SMEs, in developing internal controls, ethics and compliance programmes, and codes and standards of conduct for preventing and detecting bribery and corruption;
(c) adopt or maintain measures to encourage company management to make statements in their annual reports or otherwise publicly disclose their internal controls, ethics and compliance programmes, including those that contribute to preventing and detecting bribery and corruption; and
(d) adopt or maintain measures to respect, promote, and protect the freedom to seek, receive, publish, and disseminate information concerning bribery and corruption,
in matters affecting international trade or investment.
2. Each Party shall endeavour to encourage private enterprises, taking into account their size and structure, to:
(a) adopt or maintain sufficient internal auditing controls and compliance programmes to assist in preventing and detecting acts of bribery and corruption in matters affecting international trade or investment; and
(b) ensure that their accounts and required financial statements are subject to appropriate auditing and certification procedures.
Article 28.7. Application and Enforcement of Measures to Prevent and Combat Bribery and Corruption
1. In accordance with the fundamental principles of its legal system, neither Party shall fail to effectively enforce the measures adopted or maintained to comply with Articles 28.3 (Measures to Prevent and Combat Bribery and Corruption) to Article 28.5 (Promoting Integrity among Public Officials), through a sustained or recurring course of action or inaction after the date of entry into force of this Agreement as an encouragement for trade and investment. (4)
2. Each Party retains the right for its law enforcement, prosecutorial, and judicial authorities to exercise discretion with respect to the enforcement of its measures to prevent and combat bribery and corruption. Each Party retains the right to take bona fide decisions with regard to the allocation of its resources with respect to that enforcement.
3. The Parties affirm their commitments under applicable international agreements or arrangements to cooperate with each other, consistent with their respective legal and administrative systems, to enhance the effectiveness of law enforcement actions to combat the offences described in paragraphs 1, 3, and 4 of Article 28.3 (Measures to Prevent and Combat Bribery and Corruption) and the acts described in paragraph 2 of Article 28.3 (Measures to Prevent and Combat Bribery and Corruption).
Article 28.8. Relation to other Agreements
Nothing in this Agreement affects the rights and obligations of the Parties under the Anti-Bribery Convention, the UNCAC, or the United Nations Convention against Transnational Organized Crime done at New York on 15 November 2000.
Article 28.9. Cooperation, Consultation, and Dispute Settlement
1. The Parties shall make every effort through dialogue, exchange of information, and cooperation to address any matter that might affect the operation or application of this Chapter.
2. Chapter 31 (Dispute Settlement), as modified by this Article, shall apply to disputes relating to a matter arising under this Chapter.
3. A Party may only have recourse to the procedures set out in this Article and Chapter 31 (Dispute Settlement) if it considers that a measure of the other Party is inconsistent with its obligations under this Chapter, or that the other Party has otherwise failed to carry out its obligations under this Chapter, in a manner affecting international trade or investment between the Parties.
4. Neither Party shall have recourse to dispute settlement under this Article or Chapter 31 (Dispute Settlement) for a matter arising under Article 28.7 (Application and Enforcement of Measures to Prevent and Combat Bribery and Corruption).
Chapter 29. TRANSPARENCY
Article 29.1. DefinitionsFor the Purposes of this Chapter:
"administrative ruling of general application" means an administrative ruling or interpretation that applies to all persons and factual situations that fall generally within the ambit of that administrative ruling or interpretation and that establishes a norm of conduct, but does not include:
(a) a determination or ruling made in an administrative or quasi-judicial proceeding that applies to a particular person, good, or service of a Party in a specific case; or
(b) a ruling that adjudicates with respect to a particular act or practice; and
"consultation documentation" means any documentation created by a Party for the purpose of seeking interested persons' comment on a proposal to adopt or amend a:
(a) law; or
(b) regulation, of general application with respect to any matter covered by this Agreement.
Article 29.2. Publication
1. Each Party shall ensure that its laws, regulations, procedures, and administrative rulings of general application with respect to any matter covered by this Agreement are promptly published, or otherwise made available, in a manner that enables interested persons and the other Party to become acquainted with them.
2. To the extent possible and appropriate, each Party shall:
(a) publish at an appropriate early stage its consultation documentation; and
(b) provide interested persons and the other Party with a reasonable opportunity to comment or input on that consultation documentation.
3. To the extent possible, when introducing or changing the laws, regulations, or procedures referred to in paragraph 1, each Party shall endeavour to provide a reasonable period between the date when those laws, regulations, or procedures, proposed or final in accordance with its legal system, are made publicly available and the date when they enter into force.
4. Each Party shall, with respect to a regulation of general application adopted by its central level of government respecting any matter covered by this Agreement that is published in accordance with paragraph 1:
(a) promptly publish the regulation on an official website or other appropriate digital medium, or in an official journal of national circulation; and
(b) if appropriate, include with the publication an explanation of the purpose of and rationale for the regulation.
Article 29.3. Administrative Proceedings
1. With a view to administering in a consistent, impartial, and reasonable manner its laws, regulations, procedures, and administrative rulings of general application with respect to any matter covered by this Agreement, each Party shall ensure in its administrative proceedings applying those laws, regulations, procedures, or administrative rulings of general application to a particular person, good, or service of the other Party in specific cases that:
(a) whenever possible, a person of the other Party that is directly affected by a proceeding is provided with reasonable notice, in accordance with domestic procedures, of when a proceeding is initiated, including a description of the nature of the proceeding, a statement of the legal authority under which the proceeding is initiated, and a general description of any issue in question;
(b) a person of the other Party that is directly affected by a proceeding is afforded a reasonable opportunity to present facts and arguments in support of that person's position prior to any final administrative action, when time, the nature of the proceeding, and the public interest permit; and
(c) its procedures are in accordance with its law.
Article 29.4. Review and Appeal (1)
1. Each Party shall establish or maintain judicial, quasi-judicial, or administrative tribunals or procedures for the purpose of the prompt review and, if warranted, correction of a final administrative action with respect to any matter covered by this Agreement. Those tribunals shall be impartial and independent of the office or authority entrusted with administrative enforcement and shall not have any substantial interest in the outcome of the matter.
2. Each Party shall ensure that, with respect to the tribunals or procedures referred to in paragraph 1, the parties to a proceeding are provided with the right to:
(a) a reasonable opportunity to support or defend their respective positions; and
(b) a decision based on the evidence and submissions of record or, where required by its law, the record compiled by the relevant authority.
3. Each Party shall ensure, subject to appeal or further review as provided for in its law, that the decision referred to in subparagraph 2(b) shall be implemented by, and shall govern the practice of, the office or authority with respect to the administrative action at issue.
Article 29.5. Provision of Information
1. If a Party considers that any proposed or actual measure may materially affect the operation of this Agreement, or otherwise substantially affect the other Party's interests under this Agreement, it shall, to the extent possible, inform the other Party of the proposed or actual measure.
2. At the request of a Party, the requested Party shall endeavour to provide information and respond to questions pertaining to any proposed or actual measure that the requesting Party considers may affect the operation of this Agreement.
3. A Party shall convey any request or provide information referred to in paragraphs 1 and 2 to the other Party through its contact point.
4. The notification referred to in paragraph 1 shall be regarded as having been conveyed in accordance with paragraph 3 when the actual or proposed measure has been notified to the WTO in accordance with Article 2.12 (Import Licensing Procedures - National Treatment and Market Access for Goods), Article 5.15 (Transparency, Notification, and Information Exchange - Sanitary and Phytosanitary Measures), Article 7.9 (Transparency - Technical Barriers to Trade), Article 8.8 (Transparency - Trade Remedies), or Article 22.13 (Resource Efficient and Circular Economy - Environment).
5. Any information provided under this Article shall be without prejudice as to whether the measure in question is consistent with this Agreement.
Article 29.6. Accessible and Open Government
To the extent possible, each Party shall endeavour to ensure that information published by its central level of government with respect to any matter covered by this Agreement is accessible in open, machine-readable format.
Chapter 30. INSTITUTIONAL PROVISIONS
Article 30.1. Establishment of the Joint Committee
The Parties hereby establish a Joint Committee which may meet at the level of senior officials or Ministers, as mutually determined by the Parties.
Article 30.2. Functions of the Joint Committee
1. The Joint Committee shall:
(a) consider any matters relating to the implementation of this Agreement;
(b) review the general operation of this Agreement;
(c) consider any proposal to amend this Agreement that is referred to it;
(d) supervise the work of all subsidiary bodies established under this Agreement and oversee other activities conducted under this Agreement;
(e) consider ways to further enhance sustainable and inclusive trade and investment between the Parties; and
(f) consider any other matter that may affect the operation of this Agreement.
2. The Joint Committee may:
(a) establish additional subsidiary bodies, refer matters to any subsidiary bodies, and consider matters raised by any subsidiary bodies established under this Agreement;
(b) merge or dissolve any subsidiary bodies established under this Agreement in order to improve the functioning of this Agreement;
(c) develop arrangements for the implementation of the Agreement;
(d) seek to resolve differences or disputes that may arise regarding the interpretation or application of this Agreement;
(e) adopt interpretations of this Agreement, which are binding on the Parties and subsidiary bodies established under this Agreement, including any panels established under Chapter 31 (Dispute Settlement);
(f) seek the advice of business, civil society groups, union groups, and Māori in the case of New Zealand, other interested parties, and members of the public on any matter falling within the Joint Committee’s functions;
(g) consider and adopt, subject to completion of any necessary legal procedures by each Party, a modification to this Agreement of:
(i) Annex 2A (Schedule of Tariff Commitments);
(ii) Annex 3A (Product Specific Rules of Origin);
(iii) a Party’s Schedule in Annex 16A (Government Procurement Schedules);
(iv) Annex 31A (Rules of Procedure) or Annex 31B (Code of Conduct);
(v) Appendix 7A-a (Oenological Practices Authorised Under the Laws and Regulations of New Zealand as Referred to in Subparagraph 18(b) of Section A of Annex 7A (Wine and Distilled Spirits)); or
(vi) Annex 22A (Environmental Goods List); and take such other action in the exercise of its functions as the Parties may agree.
Article 30.3. General Review
1. The Parties shall undertake a general review of the Agreement with a view to furthering its objectives, every seven years following the date of its entry into force, unless the Parties agree otherwise.
2. The conduct of general reviews shall normally coincide with regular meetings of the Joint Committee.
3. In conducting a review pursuant to paragraph 1, the Joint Committee shall take into account:
3. Meetings of the Joint Committee shall be co-chaired by representatives of the Parties and hosted alternately. Any necessary administrative support for the meetings of the Joint Committee shall be provided alternately.
4. Each Party shall be responsible for the composition of its delegation.
5. The Joint Committee and any subsidiary body established under this Agreement shall carry out its work through whatever means are appropriate, which may include electronic mail or videoconferencing.
6. The Joint Committee and any subsidiary body established under this Agreement may establish rules of procedures for the conduct of its work.
Article 30.5. Contact Points
1. Each Party shall, within 30 days of the date of entry into force of this Agreement, designate an overall contact point to facilitate communications between the Parties on any matter relating to this Agreement and notify the other Party of the contact details of that contact point. Each Party shall promptly notify the other Party of any change to those contact details.
2. Each Party shall promptly notify the other Party, in writing, of any changes to its overall contact point or any other contact point.
3. On the request of a Party, the overall contact point of the other Party shall identify the office or official responsible for a matter and assist, as necessary, in facilitating communication with the requesting Party.
Article 30.6. Exchange of Information
1. Further to Article 2.16 (Data Sharing on Preference Utilisation - National Treatment and Market Access for Goods), the Parties shall endeavour to cooperate to facilitate the identification and exchange of other information relevant to the effective monitoring of the functioning of this Agreement. Such cooperation may include:
(a) ad hoc discussions between expert-level representatives of the Parties;
(b) entering into arrangements to exchange information identified pursuant to this paragraph; and (c) determining methods for interpreting and analysing that information.
Article 30.7. Domestic Engagement
1. Both Parties recognise the importance of promoting greater engagement and participation from a range of domestic stakeholders in the development and implementation of its trade policy.
2. In addition to this Chapter, there are provisions in other Chapters of this Agreement that seck to engage a range of domestic stakeholders in the operation and implementation of this Agreement, including where appropriate by consulting them and seeking their views. These include:
(a) Chapter 22 (Environment); (b) Chapter 23 (Trade and Labour); (c) Chapter 24 (Small and Medium-Sized Enterprises); (d) Chapter 25 (Trade and Gender Equality); (e) Chapter 26 (Maori Trade and Economic Cooperation); and (63) Chapter 27 (Trade and Development).
Article 30.8. Inclusive Trade Sub-Committee
1. For the purposes of the effective implementation and operation of Chapter 24 (Small and Medium-Sized Enterprises), Chapter 25 (Trade and Gender Equality), Chapter 26 (Maori Trade and Economic Cooperation), and Chapter 27 (Trade and Development), an Inclusive Trade Sub-Committee established under Article 30.9 (Sub-Committees) shall be composed of representatives of each Party or their designees, and with Maori in the case of New Zealand.
2. The functions of the Sub-Committee shall include:
(a) monitoring and reviewing the implementation and operation of Chapter 26 (Maori Trade and Economic Cooperation), Chapter 27 (Trade and Development), and provisions in other Chapters of this Agreement, where appropriate, relating to trade and development, Chapter 24 (Small and Medium-Sized Enterprises), and Chapter 25 (Trade and Gender Equality), and provisions in other Chapters relating to the objectives of and commitments in Chapter 25 (Trade and Gender Equality);
(b) making a recommendation or referring matters to the Joint Committee that the Sub-Committee considers appropriate, including for future cooperation set out in this Article;
(c) with respect to Chapter 26 (Maori Trade and Economic Cooperation):
(i) providing a forum to facilitate discussions on cooperation activities in Chapter 26 (Maori Trade and Economic Cooperation), and the exchange of information on the lessons learned through such activities;
(ii) cooperating with other subsidiary bodies established under this Agreement, as appropriate, on issues that may be relevant to Chapter 26 (Maori Trade and Economic Cooperation Chapter);
(iii) considering input from relevant experts or representatives of relevant organisations to Sub-Committee meetings on issues relevant to Chapter 26 (Maori Trade and Economic Cooperation);
(iv) committee functions are to be carried out in a manner consistent with Te Tiriti o Waitangi/The Treaty of Waitangi in the case of New Zealand, and in a manner sensitive to tikanga Maori; (1)
(d) with respect to Chapter 27 (Trade and Development):
(i) mutually determining, facilitating and monitoring cooperative activities under Article 27.2 (Cooperation - Trade and Development), and discussing any relevant follow up actions;