Corporate Governance:Corporate Governance
3. Promote Ethical and Responsible Decision-making
Code of Conduct of Directors
The directors are expected to use their skills commensurate with their knowledge and experience to increase the value of the company.
To meet this obligation they must act honestly and should:
- execute due care and diligence;
- not misuse information or their position for their own gain;
- avoid or fully disclose conflicts;
- ensure that the market is fully informed of all matters that require disclosure;
- actively promote the reputation of the company.
Directors must comply with the law on disclosure of benefits and related party transactions. Directors must have access to all relevant information on the company and this is to be sought through the Managing Director or agreed arrangements.
All directors must maintain strict confidentiality in relation to company matters.
Directors must be aware of insider trading laws and strictly abide by the law and company policies.
Directors are to ensure that the financial statements are drawn up to comply with Australian Corporations Law and Accounting Standards.
Directors must also be aware of environmental impacts of the company’s business and ensure the health, safety and well-being of their employees.
Deeds of access indemnity and insurance will be entered into with the directors to the extent permitted by law.
Trading in securities
The Company’s constitution permits the Directors to acquire securities in the Company. However, the Company policy prohibits directors and senior management from trading the Company’s securities at any time whilst in possession of price sensitive information, and for 24 hours after:
- any major announcements;
- the release of the Company’s annual financial results to the ASX; and
- the annual general meeting.
Directors must advise the Chairman of the Board before buying or selling securities in the Company. All such transactions will be reported to the Board. In accordance with the provisions of the Corporations Act and the ASX Listing Rules, the Company will advise the ASX of any transaction conducted by the Directors in the Company’s securities.
This policy relates to directors and executive’s spouses and other parties over whom they have significant influence.
Interaction with the media
To ensure clear and consistent messages to the Stock Exchange and media, unless specifically approved otherwise, the Chairman and Managing Director are the only authorised spokespersons of the company.
 |
 |
