Code of Conduct

RXP Services Limited (ACN 146 959 917)
Code of Conduct for Directors and Officers
Adopted by the Board on 29 April 2011
(ASX Good Governance Principles and Recommendations: Recommendation 3.1)

Code objectives

  • Shareholders and the broader community have particular expectations about the way in which the Company operates.
  • The objectives of this policy are to guide behaviour, enhance investor confidence in the Company and demonstrate the commitment of the company to ethical standards and practices.

 Who does this Code apply to?

  • This policy applied to all Directors, the Company Secretary and all executives of the Company (Officers).

Standard of Behaviour

  • All Directors and all Officers and of the Company must, as far as possible, act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company and the Group. The Directors and Officers of the Company must act in the best interests of the Company and all its shareholders and; to the extent consistent with this primary duty, also take into account the interests of, staff, clients and all other stakeholders in the Company.
  • If an Officer becomes aware of the unlawful or unethical behaviour, he or she will report it to the Chairman. The identity of the Officer reporting the violation in good faith will remain confidential.

Interests of legitimate stakeholders

  • In making decisions on behalf of the Company, Directors and Officers will respect and have Regard to the bona fide interests of legitimate stakeholders in the Company, including its shareholders, employees, customers, clients, partners and suppliers.
  • The Company will not knowingly infringe the legal rights of legitimate stakeholders, and will take reasonable steps to minimise the risk of doing so unintentionally.

 Whistleblowing

  • The Board takes responsibility to enquire into, and take appropriate action in relation to, all bona fide complaints or allegations which indicate that there may be illegal or unethical conduct by the Conduct by the Company or any its Officers or employees.
  • The CEO will make him/herself available as the initial point of contact for all persons lodging such complaints or allegations and will inform the Board of such complaints and allegations.
  • If a complaint or allegation relates to the CEO, or the person making the complaint or allegation is uncomfortable, for bona fide reasons, with making the complaint or allegation to the CEO, then the Chairman of the Board will receive and deal with the complaint or allegation.
  • The person making a complaint or allegations will, in all circumstances, be treated with respect and anonymity, except to the extent that they agree to have their identity disclosed for the purposes of enquiring in to the complaint or allegation.

6               Conflicts of Interest

6.1           Officers are not to give preference to personal interests or to the interests of any associate or other person, where to do so would be in conflict with the interests of the Company.  Personal dealings should be kept separate from dealings in their capacity as Officers of the Company.  Any avoidable conflicts of interest must be disclosed to the Chairman.

6.2           A separate Conflict of Interest Policy exists for handling actual and potential conflicts of Directors (see Board Policy 01/11).

  • Use of Information or positon

7.1           Officers must not misuse information, their position or opportunities arising as a result of their position, improperly gain advantage for themselves or for someone else or to cause detriment to or compete with the Company.  Officers must not use the name of the Company to further any personal or other business transaction for their personal benefit.

8               Conflicts of Interest

8.1           Officers must not use properly or opportunities arising from properly, improperly to gain advantage for themselves or for someone else or cause determinant to or complete with the Company.  Officers have a duty to account to the Company for business opportunities which arise as a result of their role in the Company and to use Company resources only for the benefit of the Company.  Officers must take reasonable steps to protect the Company’s assets and ensure all such assets are used efficiently and for business purposes only.

9               Proper purpose

9.1           Officers are to use their powers for a proper corporate purpose and whilst Officers have a primary responsibility to the Company, regard should also be had to other relevant interests. 

10            Confidentiality

10.1        Confidential Information received by an officer in the course of his or her duties remains the property of the Company and should not be disclosed to any other person without the prior written consent of the Chairman unless the disclosure is required by law or accordance with their duties as an officer of the Company.  Officers should respect the privacy of others.

10.2        Officers must protect proprietary, commercial and other information that is confidential to the Company.  These obligations continue after the Officer’s engagement with the Company ends.

 

11            Fair dealing

11.1        Officers must act fairly and honestly in all their dealings with and for the Company.  Business relationships must be maintained in a way which is consistent with the principles of respect for others and fairness.

 

12            Compliance with the law

12.1        Officers should comply with the letter and where it is clear the spirit of all laws and regulations relating to their business conduct to the best of their abilities.  This includes understanding the laws and regulations relevant to their work.  The laws that govern the Company’s activities may be complex, but ignorance of the law does not excuse Officers from their obligations to comply.

12.2        Officers should not engage in conduct likely to have an adverse effect on the reputation of the Company.

13            Political contributions and activities

13.1        The Company maintains a position of impartially with respect to party politics.  Accordingly the Company does not contribute funds to any political party, politician, or candidate for public office.

13.2        The Company does not prohibit Officers from making personal political contributions but should not use their role with the Company for political interests at any time.