The Company has documented its “Share Trading Policy”, the most recent version of which was approved by the Board on 13 June 2007. Each director and employee of the Company is provided with a copy and a copy is posted on the Company’s web-site under “Corporate Governance” and may be seen below.
The holding of Company securities and options by directors and employees is reported to directors at each Board meeting.
The Company’s share trading policy is discussed with each new director, employee, contractor or consultant as part of their induction.
Share Trading Policy
1. Introduction
This policy outlines:
1.1 when directors, senior management and other employees may deal in Company Securities;
1.2 when directors, senior management and other employees may deal in listed securities of another entity (because they may obtain inside information about that entity’s securities while performing their duties for the Company); and
1.3 procedures to reduce the risk of insider trading.
2. Defined terms
In this policy:
Approving Officer means the chairperson of the board.
ASX means Australian Securities Exchange.
Company Securities includes shares in the Company or a Group member, options over those shares and any other financial products of the Company traded on ASX.
Designated Officer means a director or person engaged in the management of the Company, whether as an employee or consultant.
3. Insider trading
3.1 If a person has information about securities and the person knows, or ought reasonably to know, that the information is inside information, it is likely to be illegal for the person to:
(a) deal in the securities;
(b) procure another person to deal in the securities; or
(c) communicate or give the information to another person who the person knows, or ought reasonably to know, is likely to:
(i) deal in the securities; or
(ii) procure someone else to deal in the securities.
3.2 The prohibition directly affects directors and employees dealing in Company Securities, either for personal gain or for the gain of any other person. However, a person does not need to be a director or employee of the Company to be guilty of insider trading in relation to Company Securities.
It also affects all companies of which they are directors, dealings by directors and employees through nominees, agents or other associates, such as family members, family trusts and family companies and any other person who is encouraged to deal in Company Securities by the directors.
3.3 Insider trading is a criminal offence. It is punishable by substantial fines or imprisonment or both. A company may also be liable if an employee or director engages in insider trading.
3.4 Insider trading may also attract civil penalties. A court may impose substantial pecuniary penalties for insider trading and order payment of compensation to persons who suffer loss or damage because of insider trading.
4. What is inside information?
4.1 Inside information is information that:
(a) is not generally available; and
(b) if it were generally available a reasonable person would expect it to have a material effect on the price or value of particular securities (that is, the information would, or would be likely to, influence persons who commonly acquire securities in deciding whether or not to apply for, acquire or dispose of those securities).
4.2 Information is generally available if it:
(a) is readily observable;
(b) has been made known in a manner likely to bring it to the attention of persons who commonly invest in securities of the relevant type and a reasonable period for that information to be disseminated has elapsed since it was made known; or
(c) consists of deductions, conclusions or inferences made or drawn from information falling under paragraphs 4.2(a) or 4.2(b).
5. What is dealing in securities?
5.1 Dealing, or to deal, in securities includes:
(a) applying for, acquiring or disposing of, securities;
(b) entering into an agreement to apply for, acquire or dispose of, securities; and
(c) granting, accepting, acquiring, disposing, exercising or discharging an option or other right or obligation to acquire or dispose of securities.
5.2 A decision to join, or subscribe for shares under, any dividend reinvestment plan or employee share scheme is not dealing in Company Securities.
Any new issue in which all shareholders are entitled to participate is not dealing in Company Securities.
6. When employees (other than Designated Officers) may deal.
An employee (who is not a Designated Officer) may deal in Company Securities or the listed securities of another entity if he or she does not have information that he or she knows, or ought reasonably to know, is inside information in relation to Company Securities or those securities of the other entity.
7. When employees (other than Designated Officers) may not deal.
An employee (who is not a Designated Officer) may not deal or procure another person to deal in Company Securities or the listed securities of another entity if he or she has information that he or she knows, or ought reasonably to know, is inside information in relation to Company Securities or those securities of the other entity.
8. When a Designated Officer may deal:
8.1 A Designated Officer may only deal in Company Securities:
(a) during the one month period beginning at the close of trading on the day after the dates on which the Company:
(i) announces its Quarterly Activity Report to ASX
(ii) announces its Half Yearly results to ASX;
(iii) announces its Full Year results to ASX; and
(iv) holds its Annual General Meeting (assuming an update of the Full Year’s results is given at the meeting); and
(b) if he or she has complied with paragraph 10.
8.2 A Designated Officer may deal in the listed securities of another entity if he or she does not have information that he or she knows, or ought reasonably to know, is inside information in relation to those securities.
9. When a Designated Officer may not deal:
9.1 A Designated Officer may not deal or procure another person to deal in Company Securities if he or she has:
(a) information that he or she knows, or ought reasonably to know, is inside information in relation to Company Securities; or
(b) not complied with paragraph 10.
9.2 A Designated Officer may not deal or procure another person to deal in the listed securities of another entity if he or she has information that he or she knows, or ought reasonably to know, is inside information in relation to those securities.
10. Clearance from the Approving Officer.
10.1 Before dealing in Company Securities, a Designated Officer must first inform the Approving Officer and obtain clearance.
10.2 The Approving Officer may only give clearance during the periods set out in paragraph 8.1(a). However, the Approving Officer may not give clearance during those periods if:
(a) there is a matter about which there is inside information in relation to Company Securities (whether or not the Designated Officer knows about the matter) when the Designated Officer requests clearance or proposes to deal in Company Securities; and
(b) the Approving Officer has any other reason to believe that the proposed dealing breaches this policy.
10.3 The Approving Officer must advise the Company secretary of:
(a) any information received from a Designated Officer in connection with this policy; and
(b) any clearance given under this policy.
10.4 The Company secretary must keep a file of any advice record referred to in paragraph 10.3.
11. Exceptional circumstances
11.1 The Approving Officer may give clearance for a Designated Officer to sell (but not buy) Company Securities in exceptional circumstances where the Designated Officer would otherwise not be able to do so under this policy.
For example, if the Designated Officer has a pressing financial commitment that cannot otherwise be satisfied.
11.2 The Approving Officer may not give clearance under the exception in paragraph 11.1 if there is a matter about which there is inside information in relation to Company Securities (whether or not the Designated Officer knows about the matter) when the Designated Officer requests clearance or proposes to deal in Company Securities.
11.3 The Approving Officer will decide if circumstances are exceptional.
12. Dealings by associated persons and investment managers
12.1 If a Designated Officer may not deal in the Company Securities, he or she must attempt to prohibit (by taking the steps outlined in paragraph 12.2) any dealing in the Company Securities by:
(a) any associated person (including family or nominee companies and family trusts); or
(b) any investment manager on their behalf or on behalf of any associated person, having regard to that Designated Officer’s duties of confidentiality to the Company.
12.2 For the purposes of paragraph 12.1, a Designated Officer must:
(a) inform any investment manager or associated person of the periods during which the Designated Officer may and may not deal in Company Securities; and
(b) request any investment manager or associated person to inform the Designated Officer immediately after they have dealt in Company Securities.
12.3 A Designated Officer does not have to comply with paragraphs 12.1 and 12.2 to the extent that to do so would breach their duty of confidentiality to the Company.
13. Communicating inside information
13.1 If an employee (including a Designated Officer) has information that he or she knows, or ought reasonably to know, is inside information in relation to Company Securities or the listed securities of another entity, the employee must not directly or indirectly communicate that information to another person if he or she knows, or ought reasonably to know, that the other person would or would be likely to:
(a) deal in Company Securities or those securities of the other entity; or
(b) procure another person to deal in Company Securities or the securities of the other entity.
13.2 An employee must not inform colleagues (except the Approving Officer) about inside information or its details.
14. Pre Dealing checklist
14.1 Before seeking a clearance to deal in any Company Securities, Designated Officers must consider carefully whether they possess inside information relating to the Company.
14.2 The topics listed below are divided into two categories: internal and external. Internal matters affect the operations of the Company. External matters affect the price of the Company Securities without affecting the operations of the Company.
14.3 Designated Officers should review each topic listed in the context of the Company and consider whether:
(a) he or she is aware of information in that category which affects the Company;
(b) the information is price sensitive; and
(c) the information is generally available.
14.4 In determining whether information is price sensitive, Designated Officers will need to consider whether the relevant information is material. For internal matters, it is helpful to consider whether the matter has a value of 5% or more of the net assets, profit or cashflow of the Company.
Ultimately, Designated Officers must use their experience and consider whether a reasonable person would expect the matter to have a material effect on the price or value of Company Securities.
If in any doubt whatsoever, Designated Officers are advised to seek independent expert advice.
14.5 Internal Matters include:
(a) proposed mergers, acquisitions or strategic alliances;
(b) proposed asset purchases, sales or redevelopments;
(c) any disputes or litigation or other claims or potential claims;
(d) changes in operations or key agreements;
(e) liquidity and cashflow information;
(f) potential changes in asset values or valuations;
(g) changes in borrowings including refinancing;
(h) changes in capital expenditure;
(i) financial forecasts;
(j) tax or environmental enquiries, investigations or disputes; and
(k) retirement or resignation of key personnel.
14.6 External Matters include proposed:
(a) acquisitions or disposals of the Company Securities, including a prospective takeover;
(b) subscriptions or redemptions of the Company Securities; and
(c) capital raisings.
15. Speculative dealing
A Designated Officer may not deal in Company Securities on considerations of a short term nature.
16. Breach of policy
A breach of this policy by an employee is serious and may lead to disciplinary action, including dismissal in serious cases. It may also be a breach of the law.
17. Distribution of policy
This policy must be distributed to all Designated Officers.
18. Assistance and additional information
Employees who are unsure about any information they may have in their possession, and whether they can use that information for dealing in securities, should contact the Company secretary.
19. Approved and adopted
This policy was approved and adopted by the board on 13 June 2007