3.1 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 Directors must act honestly and should:
Execute due care and diligence including confidentiality;
Not misuse information or their position for their own gain;
Avoid and fully disclose potential conflicts;
Ensure that the market is fully informed of all matters that require disclosure;
Be aware and abide by insider trading laws and strictly adhere to the Company's policies in this respect; and
Actively promote the reputation of the company.
In accordance with the Corporations Act and the Company's constitution, the Directors must keep the Board advised, on an ongoing basis, of any circumstance(s) that have the potential to conflict with those of the Company. Where the Board believes that a conflict exists, the Director concerned will not receive the relevant Board papers, will not be present at the meeting whilst the item is considered and will take no part in any decision.
Directors are to ensure that the financial statements are prepared in compliance with Australian Corporations Law and all relevant Australian and International Accounting Standards.
Directors must also be aware of environmental impacts of the Company's business and ensure the health, safety and wellbeing of their employees.
3.2 Trading in Securities
The Company's policy on trading in its securities only permits trading by directors and management within one month after the day of the Annual General Meeting, and within one month after the day of the release to the ASX of the Company's full year and half-year results, and only after receiving the permission of the Chairman and Company Secretary. Trading is prohibited at anytime while the person is in possession of price sensitive information not disclosed to the market.
All such transactions will be reported to the Board.
This policy relates to Directors' and executives' spouses and other parties over whom they have significant influence.
3.3 Contracts and Transactions between the Consolidated Entity and its Officers
Any proposed contract between an officer (including associates of the officer) and the Company must be approved by the Board prior to its execution. If the contract involves a director or an associate of a director then the director must abstain from any discussion and vote on the matter.
3.4 Interaction with the Media
To ensure clear, consistent and accurate messages are conveyed to the general public via the ASX and the media, unless specifically approved otherwise, the Chairman and the MD are the only authorised spokespersons of the Company.
3.5 Diversity
The Board is responsible for developing policies in relation to a corporate culture that supports diversity and the implementation of measureable diversity objectives.
The Company’s strategies may include:
Recruiting from a diverse range of candidates for all positions including senior executive roles and Board positions
Ensuring succession planning considers diversity
Mentoring and professional development programs
Networking opportunities
Pay equity to ensure equal pay for equal work across our workforce
Mentoring and support networks for women who return from maternity leave
Training and awareness programs to foster a corporate culture that embraces and values diversity
Due to the current size, nature and scale of the Company’s activities the Board has not yet developed objectives regarding gender diversity. As the size and scale of the Company grows the board will set and aim to achieve gender diversity objectives as director and senior executive positions become vacant and appropriately qualified candidates become available.