All Directors and employees are expected to act with the utmost integrity and objectivity and to comply at all times with the existing laws governing operations. In addition, they are also expected to conduct the Company's activities in keeping with the highest legal, moral and ethical standards. Conflict of interest In accordance with the Corporations Act 2001 and the Company's Constitution, Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. Where the Board believes that a significant conflict exists for a Director on a Board matter, the Director concerned does not receive the relevant Board papers and is not present at the meeting whilst the item is considered. Details of Director related entity transactions with the Company and Consolidated Entity are set out in the annual financial statements. Code of conduct All employees (including Directors) are required at all times to act ethically, honestly, responsibly and diligently by: - aligning the behaviour of the Board and management with the code of conduct by maintaining appropriate core Company values and objectives;
- fulfilling responsibilities to shareholders by delivering shareholder value;
- ensuring usefulness of financial information via appropriate accounting policies and practices and disclosure;
- employment practices such as occupational health and safety, employment opportunity, the level and structure of remuneration, and conflict resolution;
- observing responsibilities to the community, such as environmental protection policies, supporting the community activities, sponsorships and donations;
- observing responsibilities to the individual, such as privacy, use of privileged or confidential information, and conflict resolution;
- compliance with legislation including policies on legal compliance in countries where the legal systems and protocols are significantly lower than Australia's;
- avoiding conflicts of interest;
- corporate opportunities such as preventing Directors and key executives from taking advantage of property, information or position for personal gain;
- confidentiality of corporate information;
- fair dealing;
- protection and proper use of the Company's assets;
- compliance with laws; and
- reporting of unethical behaviour.
Share trading Whilst the Board encourages its Directors and employees to own securities in the Company, it is also mindful of its responsibility that the Company comply with the Corporations Act 2001 pertaining to “insider trading” and “its proper duties in relation to the use of inside information”. To ensure compliance with the requirements of the Corporations Act 2001, the Board has established a policy on share trading in the Company's securities by Directors and employees. Restrictions imposed by the Board with respect to share trading are summarised as follows: - Directors and employees must notify the CEO of their intent to trade the Company's shares and confirm that they are not aware of any inside information;
- trading in the Company's shares is prohibited at the following times:
- 10 days prior to the release of any Quarterly report by the Company, which is normally one month following the end of each calendar quarter; and
- when in possession of unpublished price sensitive information (“inside information”) which might or might not be generally available, that will materially affect the price or value of the Company's shares; and
- active trading in the Company's shares, with a view to derive profit related income, is prohibited at all times.
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