Principle 3: Promote Ethical and Responsible Decision- Making

"Actively promote ethical and responsible decision making"

Recommendation 3.1: Establish a code of conduct to guide directors, the chief executive office (or equivalent), the chief operating officer (or equivalent) and any other key executives as to:

3.1.1 - the practices necessary to maintain confidence in the company's integrity

3.1.2 – the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.

The Company adopted, in 2002, the Australian Institute of Company Director's Code of Conduct ("AICD Code") to set appropriate standards of ethical and professional behaviour for its directors. In June 2005, the Company adopted a "Code of Conduct for Directors and Key Executives", which affirmed the Company's adoption of the AICD Code as appropriately setting the standards of ethical behaviour for directors. The Board will review compliance with this Code of Conduct every 12 months.

The Company's Code of Conduct for Directors and Key Executives prescribes standards including acting honestly and in good faith, exercising powers for a proper purpose, using due care and diligence, exercising independent judgment and avoiding a conflict of interest.
 
The Company has also adopted a "General Corporate Code of Conduct" ("General Code") which details the Company's commitment to appropriate corporate practices to its legitimate stakeholders and sets the standards expected of officers and employees in carrying out their duties.
 
Recommendation 3.2: Disclose the policy concerning trading in company securities by directors, officers and employees.

The Company has in place a trading policy concerning trading in Company securities, a copy of which is provided to all officers and employees of the Company.
The trading policy imposes certain restrictions on the Company's officers and employees trading in the Company's securities to prevent breaches of the insider trading provisions of the Corporations Act 2001 (Cth). The key aspects of the policy are that:

  • trading in Company securities and other tradeable financial products is only permitted upon notification, in the case of employees, to the Company's chief executive officer, chief operating officer or, in the case of officers, to the Company's Chairman.  If the Chairman wishes to trade he must notify the Company's Managing Director. Trading is only permitted for 2 weeks following notification and confirmation of trading must be provided to the chief executive officer or Chairman (as the case may be);
  • no trading is permitted at any time where an officer or employee is in possession of information which, if it was generally available, a reasonable person would expect to have a material effect on the price or value of the security or product, or for a period of 2 days following a public announcement by the Company in relation to the matter the subject of that information; and
  • active dealing, being trading in a manner which involves frequent and regular trading, in the Company's securities is not permitted.


The trading policy is provided to all the Company officers and employees and compliance with it is reviewed at least annually. The Company's current trading policy was adopted in June 2005 but reflects the position adopted under its previous trading policies.

The implementation of and compliance with the Company's trading policy is dealt with in the procedures and mechanisms set out in the Company's risk oversight and management policy, set out below in relation to best practice recommendation 7.1.

Recommendation 3.3
: Provide the information indicated in the ASX Corporate Governance Council's Guide to Reporting on Principle 3.

The Company has complied with providing the relevant information including a summary of the Company's "Code of Conduct for Directors and Key Executives" and its current trading policy.

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