Principle 3

PROMOTE ETHICAL AND RESPONSIBLE DECISION-MAKING

Ethical Standards

All directors, managers and employees are expected to act with complete integrity and objectivity

in all their activities related to the Company, striving at all times to enhance the reputation

and performance of the Company. Every employee has a nominated supervisor to whom they may

refer any issues or complaints arising from their employment. To further promote a culture within

the Company where ethical standards are maintained in accordance with Company policy, the

Company has established a “Whistleblower” Policy which ensures protection of individuals

reporting any incidents of misconduct or unethical behaviour.

Conflict of interest

Directors must keep the Board advised, on an ongoing basis, of any interest that could

potentially conflict with those of the Company. The Board has developed procedures to ensure

that directors disclose any potential conflicts of interest.

Where the Board believes that a significant conflict exists for a director on a Board matter, the

director concerned does not participate in any discussion and voting on the applicable matter and,

if considered appropriate, the director is requested not to be present whilst the matter is

considered. Details of director related transactions with the Company are set out in Note 34 in

the financial statements.

Code of Conduct

The Company has established a Code of Conduct that embraces high standards of personal

and corporate conduct. Each director, manager and employee has been advised that they must

comply with this Code. The Code of Conduct requires all directors and officers to:

•   conduct all dealings with internal and external stakeholders in a truthful, honest and trustworthy manner;

•   value and maintain professionalism;

•   treat all persons with whom they interact with respect and dignity;

•   respect the rights of individuals;

•   act towards others without discrimination;

•   comply with the Company’s internal policies and procedures;

•   report unethical behaviour or wrongdoing;

•   use authority in a fair and unbiased way;

•   comply with all applicable laws, regulations and licensing conditions; and

•   not knowingly make a misleading statement.

A copy of the Code of Conduct is made available to all staff.  The Code is reviewed regularly by

the Board and processes are in place to communicate any amendments to the Code to all staff.

New employees are issued with an employee handbook containing the Code of Conduct and prior

to commencing their respective employment, they are required to certify that they have read

and understood the requirements contained within it. The Company has established procedures

to monitor compliance with the Code of Conduct.

Trading in Company Securities by Directors and Employees

The Company has in place a Securities Trading policy which outlines the rules that directors,

senior executives and all employees must follow when dealing in the Company’s securities.

The policy also details the insider trading provision of the Corporations Act 2001.

The key elements of the Company’s policy regarding trading in company securities by directors

and employees are:

•   that directors, senior executives and employees may acquire shares in the Company, but

are prohibited from dealing in Company shares or exercising options:

-   whilst in possession of information which, if disclosed publicly, would be likely to materially

affect the market price or value of those securities; and

-   at any time outside a Window Period*, unless there are exceptional circumstances and

in accordance with the procedure as laid down in the policy;  

•   to raise the awareness of legal prohibitions on trading, including transactions involving

associates, colleagues and external advisers;

•   to require details to be provided of any intended trading in the Company’s shares as well

as subsequent confirmation of the trade; and

•   to identify the process for unusual circumstances where discretions may be exercised in cases

such as financial hardship.

*      Window Period means the period:

(a)   thirty days after the release of the Company’s half-yearly and preliminary final results and dividend announcement;

(b)   thirty days after the AGM; and

(c)   during the offer or application period specified in a prospectus or supplementary prospectus issued for a new share issue.

The policy stipulates a number of notification and approval procedures that must be carried out

before any director or employee can deal in securities of the Company.  The Company has in

place internal mechanisms to review compliance with the policy.  There were no breaches of the

policy identified during the year as a result of this review.