P: +61 2 8046 2799

Suite 6, Level 5
189 Kent Street
Sydney NSW 2000

GPO Box 2733
Sydney NSW 2001
Australia

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Code of Conduct

This Code of Conduct sets out the principles and standards which the Board, management and employees of the Company are encouraged to strive towards when dealing with each other, shareholders, other stakeholders and the broader community.

1. Integrity

The  Board  and  senior  executives  are  committed  to  conducting  themselves  with integrity and honesty in accordance with this Code of Conduct.

Directors, management and employees shall deal with the Company’s customers, suppliers, competitors and each other with honesty, fairness and integrity and observe the rule and spirit of the legal and regulatory environment in which the Company operates.

2. Responsibility to Shareholders

The Company aims:

  1. to increase shareholder value within an appropriate framework which safeguards the rights and interests of the Company’s shareholders and the financial community; and
  2. to comply with systems of control and accountability which the Company has in place as part of its corporate governance with openness and integrity.

3. Respect for the Law

The Company is to comply with all legislative and common law requirements which affect  its  business  wherever  it  operates.    Where  the  Company  has  operations overseas, it shall comply with the relevant local laws as well as any applicable Australian laws. Any transgression from the applicable legal rules is to be reported to the Chief Executive Officer as soon as a person becomes aware of such a transgression.

4. Conflicts of Interest

Directors,  management  and  employees  must  not  involve  themselves  in  situations where there is a real or apparent conflict of interest between them as individuals and the interest of the Company. Where a real or apparent conflict of interest arises, the matter should be brought to the attention of:

  1. the Chair in the case of a Board member or the Chief Executive Officer;
  2. the Chief Executive Officer in the case of a member of management; and
  3. a supervisor in the case of an employee,

so that it may be considered and dealt with in an appropriate manner for all concerned.

5. Protection of Assets

Directors, management and employees must protect the assets of the Company to ensure availability for legitimate business purposes and ensure all corporate opportunities are enjoyed by the Company and that no property, information or position belonging to the Company or opportunity arising from these are used for personal gain or to compete with the Company.

6. Confidential Information

Directors, management and employees must respect confidentiality of all information of a confidential nature which is acquired in the course of the Company’s business and not disclose or make improper use of such confidential information to any person unless specific authorisation is given for disclosure or disclosure is legally mandated.

7. Employment Practices

The Company will employ the best available persons with skills required to carry out vacant positions.

The Company will use its best endeavours to ensure a safe work place and maintain proper occupational health and safety practices commensurate with the nature of the Company’s business and activities.

8. Responsibility to the Community

The Company will recognise, consider and respect environmental issues and other community concerns which arise in relation to the Company’s activities and comply with all applicable legal requirements.

9. Responsibility to the Individual

The Company recognises and respects the rights of individuals and will comply with the applicable legal rules regarding privacy, and the use of privileged or confidential information.

10. Obligations Relative to Fair Trading and Dealing

The Company will deal with others in a way that is fair and will not engage in deceptive practices.

11. Financial and other inducements

It is an offence to bribe a foreign public official under the Criminal Code Act 1995 (“Code”).   There  are  potentially  serious  consequences  for  breaching  the  Code including  imprisonment.  The  Code  describes  a  bribe  as  providing,  causing  or promising a benefit to another person where that benefit is not legitimately due. The Code  makes  this  provision  irrespective  of  whether  the  benefit  is  customary  or perceived to be customary or tolerated.

Internationally, various similar legislation enables some other countries to prosecute their own citizens and corporations, as well as other persons within their jurisdiction, for bribery of public officials abroad.

The Company does not countenance the making of payments (including payments in kind  such  as  gifts,  favours,  etc.)  to  influence  individuals  to  award  business opportunities to the Company or to make business decisions in the Company’s favour.

In some countries employees may be asked to make small payments to low-level public officials or government employees which are sometimes called facilitation payments. These payments are sought to expedite or bring about routine services or actions by those individuals. The Company does not support making these payments as a matter of policy, and expects employees and officers to make every effort to avoid them.

Where a payment of this kind cannot be resisted the payment must, at a minimum, be approved by the employee’s supervisor and be accounted for clearly and accurately. A record must be kept detailing the value of the benefit, the date on which the conduct occurred, the identity of the foreign public official and particulars of the routine government action that was sought to be expedited or secured.

In  addition,  the  Company  must  maintain  an  accurate  and  auditable  record  of  all financial transactions in accordance with generally accepted accounting principles. This includes maintaining appropriate records of all gifts, entertainment and payments to government officials, employees and others. Entries should not distort or disguise the true nature of any transaction.

This Code of Conduct does not prohibit any payments, including facilitation payments, where these payments are made in accordance with the Code and this Code of Conduct.

This Code of Conduct also applies to agents and third parties who are employed by the Company to represent its interests.

12. Compliance with the Code of Conduct

Any breach of compliance with this Code of Conduct is to be reported directly to the Chief Executive Officer, Chair or Report and Investigation Officer (if one is appointed), as appropriate.  Anyone breaching this Code of Conduct may be subject to disciplinary action, including termination.

13. Periodic Review of Code

The  Company  will  monitor  compliance  with  this  Code  of  Conduct  periodically  by liaising with the Board, management and employees especially in relation to any areas of difficulty which arise from this Code of Conduct and any other ideas or suggestions for improvement of it. Suggestions for improvements or amendments to this Code of Conduct can be made at any time by providing a written note to the Chief Executive Officer.

Code of Conduct

The Board has adopted a Code of Conduct which requires Directors, management and employees to deal with the Company’s customers, suppliers, competitors and each other with honesty, fairness and integrity and to observe the rule and spirit of the legal and regulatory environment in which the Company operates.  The Code prohibits Directors, management and employees from involving themselves in situations where there is a real or apparent conflict of interest between them as individuals and the interest of the Company.    The  Company  also  has  a  policy  on  financial  and  other  inducements. Directors, management and employees are required to respect the confidentiality of all information of a confidential nature acquired in the course of the Company’s business. Directors,  management  and  employees  must  protect  the  assets  of  the  Company  to ensure availability of legitimate business purposes.  The Company acknowledges its responsibility to shareholders, the community, and the individual.  The Company will use its best endeavours to ensure a safe work place and maintain proper occupational health and safety practices.