We believe in transparency, every step of the way. Our corporate governance shows you the high standards we hold ourselves to, and how they apply to you as well.
The Board recognises the need for enhancing shareholder value whilst maintaining the highest standards of corporate behaviour and accountability.
The Board of Directors of RXP Services Ltd are committed to adhering the Corporate Governance responsibilities as set out by the ASX Corporate Governance Council Principles and Recommendations.
These include the Council’s Corporate Governance Principles and Recommendations; Board Charter, Board Evaluation, Diversity Policy, Independence & Conflict of Interest, Code of Conduct, Securities Trading Policy, Audit Committee Charter, Continuous Disclosure & External Communication and Risk Management which can all be found on the left hand links.
RXP Services Limited (ACN 146 959 917)
Board Policy 07/11
Audit Committee Charter
Adopted by the Board on 29 April 2011
(ASX Best Practice Corporate Governance Principle and Recommendations:Recommendation 4.4)
1. Role of the Committee
1.1 The Role of the Audit Committee is to assist the Board in discharging its obligations with respect to ensuring:
1.1.1 The integrity and reliability of information prepared for use by the Board, including financial information; and
1.1.2 The integrity of the Company’s internal controls affecting the preparation and provision of that information in determining policies or for inclusion in the financial report.
2. Composition and Administration
2.1 The Committee will be appointed by the Board and, so far as is possible, will:
2.1.1 Comprise at least 3 Directors;
2.1.2 Comprise a majority non-executive Directors;
2.1.3 Comprise a majority of Directors who are independent;
2.1.4 Be Chaired by a Director who is not Chairman of the Board and is otherwise independent;
2.1.5 Comprise members who are financially literate (i.e they must be able to read and understand financial statements);
2.1.6 Have at least one of the Committee members with financial expertise (i.e.is a qualified accountant or other financial professional with experience of financial and accounting matters); and
2.1.7 Have at least one of the Committee members with an understanding of the industry in which the entity operates.
2.2 The Board will confirm membership of the Committee yearly.
Administration and procedures
2.3 The Committee will regulate itself consistently with the procedures set out in Section 4 of the Board Charter.
3. Specific Responsibilities of the Committee
3.1 Monitor and make recommendations to the Board on the effectiveness of the Company’s external audit function.
3.2 Make recommendations to the Board regarding:
3.2.1 The scope of internal and external audit, and the development of audit plans;
3.2.2 The process for putting the external audit function out to tender at least once in every 3 years;
3.2.3 The appointment of the external auditors; and
3.2.4 Any exceptions or qualifications reported, or recommendations made, by the external auditor in the auditors opinion and management letter.
3.3 Directly oversee the external audit tender process, including at least two of the members of the Audit Committee on the interview panel for the tender.
3.4 Review the form and content of representation letter/s provided by the external auditors and management representation letters provided by management to the external auditors.
3.5 Monitor implementation of any actions required by the Board to be taken by management to the external auditors.
3.6 Liaise with the external auditors, including at least 2 meetings each year with the auditors, Including a portion of the meeting in absence of all management, in relation to the preparation of the audited accounts of the Company and other control issues.
3.7 Review and make recommendations to the Board in relation to accounting policies, or changes, or required changes to the major accounting policies of the Company.
3.8 Monitor compliance by Management will all approved accounting policies of the Company.
Risk and Compliance
3.9 Monitor the effectiveness of the Company’s risk and compliance internal controls and systems, and make recommendations to the Board is necessary.
3.10 Regularly consider and monitor the Company’s exposure to significant risks, and make recommendations to the Board in respect of such monitoring findings, including strategic and operational improvements in risk management planning and implementation and insurance strategies.
3.11 Oversee the development by Management of, and make recommendations to the Board regarding, risk management plans for the Company.
3.12 Monitor the implementation of approved risk management plans across the Company.
3.13 Monitor compliance with relevant legislative and regulatory requirements (including continuous disclosure obligations) and declarations by Management in relation to those requirements.
3.14 Ensure completion of the Company’s annual corporate governance statement for inclusion in the annual report of the Company, as required by ASX Good Governance Principles and Recommendations.
Integrity of Audit and Risk Controls
3.15 Evaluation the adequacy and effectiveness of the internal financial and other controls used by the Company to ensure the accuracy and integrity of all information provided to the Board and to others outside the Company.
3.16 Where the Committee considers it necessary, it will enquire into the resources, systems and controls of the Company as they affect the audit, financial management, risk or compliance functions or the integrity of the systems and controls relating to those functions, and will make any resulting recommendations to the Board.
4. Authority and Powers
4.1 The Committee has authority to:
4.1.1 Investigate any matter brought to its attention;
4.1.2 Obtain any information that it requires from any employee of Company in order to discharge its responsibilities;
4.1.3 Have direct access to any employee or contractor of the Company and seek any information that it requires from any employees of the Company in order to discharge its responsibilities; and
4.1.4 Have direct access to independent auditors, company, tax and other financial advisors and company papers and lawyers.
4.2 The Committee has an advisory role to assist the Board and does not have any power to commit the Board to any recommendation or decision made by it except if it has express delegated authority from the Board.
5. Audit Engagement Policy
5.1 The Committee’s criteria for selecting external auditors includes the following:
5.1.1 The extent of any current or past connection or association with the Company or with the Company or with any member of senior management that could in any way impair, or be seen to carry with it any risk of impairing, the independent external view they are required to take in relation to the Company;
5.1.2 Their general reputation for independence and probity and professional standing within the business community;
5.1.3 Their knowledge of the Industry within which the Company operates; and
5.1.4 The extent to which audit staff employed by the external audit partner, including the partner or other principal with overall responsibility for the engagement, are required to be rotated periodically, and in any event at intervals not exceeding five years, so as to avoid any risk of impairing the independent external view that the external auditors are required to take in relation to the Company.
6. Audit Process
6.1.1 The committee has adopted the following audit planning process:
6.1.2 As required during the year, it will:
(a) discuss the external audit plan, any significant problems that may before seen and the impact of any proposed changes in accounting policies on the financial statements;
(b) review the nature and impact of any changes in accounting policies adopted by the Company during the year and the fees proposed for the Audit work to be performed; and
(c) organise, review and report on any special reviews or investigations deemed necessary by the Board.
6.1.3 Prior to announcement of results, it will:
(a) make the necessary recommendation to the Board for the approval of relevant documents.
(b) review the results and findings of the audit (or audit review), the adequacy of accounting, financial and operating controls and the implementation of any recommendations made;
(c) review the pro-forma half-yearly and pro-forma preliminary final report, draft financial report and the audit report (or audit review report) and make the necessary recommendations to the Board for the approval of the financial report;
7. Charter Reviews
7.1.1 This Charter will be reviewed, and, if appropriate, updated by the Board on recommendation from the Audit Committee every 2 years.
RXP Services Limited (ACN 146 959 917)
Adopted by the Board on 29 April 2011
ASX Good Governance Principles and Recommendations: Recommendation 1.1
1. Corporate Governance Statement
Role of Board
1.1 The Directors are responsible, and primarily accountable to the shareholder, for the effective corporate governance of the Company. This means that the Board is responsible for directing and controlling the Company. This means that the Board is responsible for directing and controlling the Company, guiding and monitoring its strategy and business affairs.
Role of Management
1.2 The corporate governance of the Company is carried out through the delegations of appropriate authority to the Chief Executive Officer (CEO) and; through the CEO, to management of the Company.
Purpose of this Charter
1.3 The Board has adopted this Charter as a guiding framework for the corporate governance of the Company. In addition a Directors Code of Conduct has been adopted by the Board, and also a range of relevant governance policies, all of which are attached to this Charter (or available on the Company’s website.) All Directors, individually and as a Board, are required to agree, upon appointment, to act in accordance with this Charter, the Code of Conduct and the Policies.
2. Role of the Board
2.1 The role of the Board, as the body ultimately responsible for the corporate governance of the Company, specifically consists of the following major functions, which are further detailed in this Charter:
2.1.1 providing accountability to shareholders and, where appropriate, stakeholders;
2.1.2 appointing and working with the CEO;
2.1.3 approval of Company strategy;
2.1.4 development of Key Company policy; and
2.1.5 monitoring management and operations.
Accountability of Shareholders
2.2 The Board is primarily responsible and accountable to the Company’s shareholders to oversee the proper management and conduct of the business of the Company.
2.3 The Board discharges this accountability through:
2.3.1 Responsible reporting to ASX (for continuous disclosure see also Boards Continuous Disclosure and External Communications Policy);
2.3.2 Written reporting prior to the Company’s AGM;
2.3.3 Verbal reporting and discussion at the AGM;
2.3.4 Through formal annual, half-yearly and other reporting processes; and
2.3.5 Through informal communication channels (eg on the Company’s website.)
To give effect to this accountability, the Board has approved the Continuous Disclosure and External Communications Policy. (ASX Good Governance Principles and Recommendations: Recommendation 6.1)
Board Ethical Values
2.4 There are certain fundamental ethical values that underpin the role of a Director of RXP Services Limited.
2.5 Directors will therefore:
2.5.1 Act with integrity
2.5.2 Be honest and open with each other at all times;
2.5.3 Ensure, to the maximum extent possible, that they do no engage in any other activities that may lead to a conflict of interest with their duties to the Company that cannot be appropriately managed;
2.5.4 Work co-operatively among themselves and with management in the best interests of the Company;
2.5.5 Recognise the separate roles and responsibilities of the Board and management;
2.5.6 Develop an understanding of the role and functions of the Company;
2.5.7 Be diligent in maintaining an understanding of the products being offered and the need to stay abreast in relation to the requirements of legislation and the regulator;
2.5.8 Be diligent in maintaining and continuously strive to improve the Board’s operation;
2.5.9 Observe the spirit and the letter of the laws under which the Company operates; and
2.5.10 Avoid and behaviour that is likely to reflect badly on the Board or the Company.
Appointing and working with the CEO
2.6 The Board is responsible for the appointment of the Company’s CEO, and for ensuring a strong ongoing relationship with the CEO for the benefit of the Company.
2.7 This is done through:
2.7.1 Encouraging a strong work working relationship between the Chairman, on behalf of the Board, and the CEO;
2.7.2 Ensuring clear terms of appointment, positions description and delegations are in place for the CEO at all times;
2.7.3 Agreeing annual key performance indicators (KPI’S) for the CEO at a time determined by the Board;
2.7.4 Conducting annual performance reviews of the CEO, including considering achievement of the agreed KPI’s;
2.7.5 Regular ongoing reporting for the CEO to the Board;
2.7.6 Working with the CEO to ensure that a CEO succession plan is in place; and
2.7.7 Having involvement in the selection by the CEO of key executives of the Company.
Approval of Company Strategy
2.8 The Board is responsible to ensure that the Company is pursuing appropriate strategies for the future security and growth of the Company.
2.9 It does so by delegating certain responsibilities to the CEO for the development of strategy, but retains the following responsibilities:
2.9.1 Agreeing with the CEO the annual cycle and process for review of strategic plans, including which stakeholders are to be involved and how;
2.9.2 Ensuring that the whole Board is directly involved in the strategic planning and review of processes;
2.9.3 Ensuring that strategy development includes proper consideration by Board and Management of associated risks and opportunities;
2.9.4 Ensuring that all approved strategic plans include clear and measurable financial and other objectives;
2.9.5 Requiring that business plans and budgets are prepared (and provided for information to the Board) to support the agreed strategic plans; and
2.9.6 Monitoring and reviewing the performance of the Company against the agreed strategic plans and goals
Development of Key Company Policy
2.10 The Board develops key governance policies, including policies dealing with:
2.11 In addition, the Board is responsible for devising policies dealing with:
2.11.1 Selection, nomination, succession and remuneration of Directors (see paragraph 3.8 of this Board Charter); and
2.11.2 The delegation of authorities to the CEO for development of operational policy and any limitations or requirements in respect of operational policy.
Monitoring Management and Operations
2.12 The Board is responsible for the development of appropriate internal controls to monitor and supervise the implementation of agreed strategies and policies and the financial and other performance of the Company against approved strategies, budgets, and delegations.
2.13 This is done through:
2.13.1 Receiving regular management reporting at Board meetings;
2.13.2 Working with the Company’s auditors to ensure, as far as reasonably possible, appropriate integrity in financial reporting of the Company;
2.13.3 Ensuring that there is an appropriate documented system for risk management within the Company and that it is regularly monitored, reviewed and updated;
2.13.4 Appropriate use of Committees of the Board in areas requiring detailed attention or monitoring;
2.13.5 Regular evaluations of the effectiveness of each of the following:
(a) the Board (including individual Director evaluations);
(b) the Committees of the Board; and
(c) the CEO and the other executive Directors; and
2.13.6 Board professional development activities, improved knowledge, skills or information required to enable the Board to carry out its role.
3. Composition of the Board
(ASX Good Governance Principles and Recommendations:Principle 2)
3.1 Under the Company’s Constitution, the Board comprises a minimum of 3 and a maximum of 7 Directors. As far as practicable, the Board should:
3.1.1 Comprise people who bring robust and independent judgement to the Board;
3.1.2 Comprise people with a broad range of experience, expertise, skills and contacts relevant to the Company and its business at the relevant point in time; and
3.1.3 Include an independent Chairman.
Independence and Conflicts of Interest
3.2 The Board’s policy on independence is set out inits Policy on Independence and Conflicts of Interest Policy (see Board Policy 01/11). The Board distinguishes between the two concepts.
3.3 In devising its policy on independence, the Board’s emphasis is to encourage independent judgement amongst all Director’s, at all times, irrespective of their background, rather than necessarily aiming for rigid compliance with the requirement of a majority of independent directors underASX Good Governance Principles and Recommendations.
3.4 Directors should be careful to avoid potential or perceived conflicts when considering other directorships, positions or roles. Directors should discuss such appointments with the Chairperson prior to acceptance.
3.5 Nonetheless, the Board, in its Nominations capacity (see paragraph 3.8)will assess annually the ‘independence’ of each Director in light of the principles in ASX Good Governance Principles and Recommendations, and will disclose the results in the annual report as required by ASX Good Governance Principles and Recommendations: Recommendation 2.1.
3.6 Directors should be provided with:
3.6.1 Proper information in relation to the Company and the Group before accepting appointment; and
3.6.2 Access to continuing education in relation to the Group extending to its business, the industry in which it operates, and generally information required by them to discharge the responsibilities of their office.
Independent Advice for Directors
3.7 Each Director is entitled to obtain professional advice at the Company’s cost conditional upon the Chairman’s prior approval.
Nomination CommitteeRole of the Board
3.8 Given the importance of this function, the Board as a whole undertakes the responsibilities of a ‘Nomination Committee’ for the purposes of ASX Good Governance Principles: Recommendations 2.4.
3.9 This includes responsibility for devising policies with respect to:
3.9.1 regularly reviewing the composition, including appropriate mix of skills, experience and independence
3.9.2 where appropriate, identifying and selecting nominees for appointment to the Board
3.9.3 ensuring fulfilment of the Board’s policies on Board composition under this Charter; and
3.9.4 ensuring disclosure of the information required in each annual report of the Company in accordance with ASX Good Governance Principle 2.
3.10 Potential candidates to be appointed as Directors will be considered by all the Directors of the Board. The Board then appoints the most suitable candidates who (assuming that they consent to act as Directors) continue in office only until the next AGM and are then eligible for election, but are not taken into account in determining the number of Directors to retire by rotation at the AGM.
3.11 The terms and conditions of the appointment of all new members of theBoard must be specified in a letter of appointment. The letter of appointment may refer to the Constitution and this document.
3.12 For the purposes of ASX Good Governance Principles: Recommendations 8.2 and 8.3, the Remuneration Committee will be appointed by the Board and, so far as is possible, will:
3.12.1 comprise a majority non-executive Directors;
3.12.2 be Chaired by a Director who is independent;
3.12.3 comprise at least three members.
3.13 The responsibilities of the Remuneration Committee will include:
3.13.1 reviewing and approving the appropriate remuneration of Directors, the CEO as well as senior executives;
3.13.2 ensuring that the structure of the non-executive and executive director’s remuneration is clearly distinguished;
3.13.3 ensuring that equity-based executive remuneration is paid in accordance with thresholds
3.13.4 reviewing, and making any recommendations that it considers necessary to the Board in respect of, remuneration by gender.
Chairman of the Board
3.14 The role of the Chairman of the Board is occupied by a separate individual from the CEO. Moreover, it is preferred that an ‘independent’ Director be Chairman. Whether these criteria are met in the case of the Chairman will be assessed annually by the Board and disclosed in the annual report (ASX Good Governance Principles and Recommendations:Recommendations 2.2 and 2.3).
3.15 The Chairman of the Board acts as the leader of the Board in carrying out the Board’s role under this Charter, including by:
3.15.1 presiding as Chairman at all meetings of the Board;
3.15.2 planning, and setting the agenda, for meetings of the Board in consultation with the CEO and other members of the Boards;
3.15.3 ensuring, as far as possible, that the Board has full information on which to base its decisions on the business of the meeting;
3.15.4 building a strong working relationship within the Board and between the Board and the CEO
3.15.5 leading the Board in developing a strong commitment to good corporate governance practices; and
3.15.6 with the CEO, representing the views of the Board outside the boardroom, provided that both the CEO and the Chairman are the delegates of the Board for this purpose and do not, except in emergency, have the authority to represent positions or views that have not previously been approved by the Board.
3.16 Directors will be required to make an annual declaration covering the following matters:
3.16.1 details of substantial sources of income or positions or offices held, shareholdings or other business interests, real estate, contracts or other interests that may give rise to an actual or perceived conflict interest with respect to duties owed as a Director of the Company;
3.16.2 agreement to immediately notify the Board if a significant change in circumstances occurs; and
3.16.3 agreement to abide by the Company’s Board Charter.
The induction process in which all new directors will participate is as follows:
3.17 All new Board members prior to their attendance at their first Board meeting will be provided with relevant information relating to their appointment, including;
3.17.1 the last year audited financial statements for the Group;
3.17.2 the Company’s Corporate Governance Policies;
3.17.3 the Deed of Indemnity, Insurance and Access;
3.17.4 current meeting papers;
3.17.5 organisation chart;
3.17.6 contact details for Directors and key management;
3.17.7 current years meeting schedule;
3.17.8 meet with the Chairperson and other Directors for a governance familiarisation. This meeting may be either a group session or with individuals; and
3.17.9 meet with the CEO and, if appropriate, senior management for an operational familiarisation.
Changes to the Corporate Governance Policies
3.18 No changes to these guideline should be made without the approval of the Directors in a Board meeting. These policies are to be reviewed annually after completion of the business planning cycle.
4. Board Meetings
4.1 The Board will meet as often as they consider necessary in order to carry out their duties and responsibilities and as required by the business of the Company. Under normal circumstances, the Board should meet once every month.
Meetings of Non-Executive Directors
4.2 Under normal circumstances, non-executive Directors will meet together without the presence of executive Directors 4 times each financial year to discuss the executive management of the Company.
Board Papers and Minutes
4.3 Papers for Board and Committee meetings should be circulated, practical, at least five days before the relevant meeting.
4.4 Draft minutes of Board and Committee meetings (for consideration and approval at the next relevant meeting) should be circulated within 21 days following each meeting.
4.5 All proceedings of the Board including papers submitted and presentations made to the Board must be kept confidential and not disclosed or released to any person other than Board members except as required by law or as agreed by the Board.
5. Company Secretary
5.1 The company Secretary is accountable to the Board, through the Chairman, for:
5.1.1 monitoring the Company’s compliance in respect of all corporate governance matters, including the implementation of this Charter;
5.1.2 drafting and circulating the minutes of meetings of the Board and all Committees for approval at the next meeting;
5.1.3 monitoring the Company’s compliance with all disclosure obligations and regularly reviewing Company policies and procedures relating to compliance with such disclosure obligations.
Board Evaluation RXP Services Limited (ACN 146 959 917)
Board Policy 03/11: Board Performance Evaluation
Adopted by the Board on 29 April 2011
(ASX Best Practice Corporate Governance Principles and Recommendations:Recommendation 8.1)
1. Purpose of this Policy
1.1 To assist the Board in its role of monitoring performance of the Company, the Board has undertaken to regularly evaluate the performance of the Board (including Individual Directors) and the Committees of the Board.
1.2 Those evaluations will occur in accordance with this Policy.
2.1 There will an annual evaluation of the performance of the Board (including Directors and Committees).
2.2 The purpose of the evaluation is to evaluate how effectively the Board, the Directors and the Committees are fulfilling their role and duties.
Process for Reviews:
2.3 The annual evaluation will be carried out by a Director or any other persons nominated by the Board.
Outcomes of Reviews:
2.4 All reviews are to include open discussions by the Board of the results of the evaluations and to decide and changes which are required to be made by the Board to address any lack of performance and to agree the goals for the Board and, separately, for its Committees for the ensuing year. Board and committee goals will always be set having regard to the approved strategy of the Company.
2.5 If particular concerns arise from the evaluation in relation to any individual Director, or Committee, the Chairman will meet with that Director, or Chairman of that Committee, to discuss the concerns and any actions to betaken as a result. If the concerns relate to the Chairman, then the Chairman will discuss the matter as appropriate with the Board.
2.6 Directors will also be encouraged to provide feedback on a regular basis on the conduct of Board meetings and other business, and the preparation for them, in order to assist in the continual improvement of the way the Board carries out its role at a level. For this purpose, it will be a standing item on the agenda at the end of each meeting, to ask for feedback or concerns of Directors with respect to the way in which the meeting, or preparation for it, could have been improved, or any other issues of concern to Directors with respect to the conduct of Board business.
RXP Services Limited (ACN 146 959 917)
Code of Conduct
Code of Conduct for Directors and Officers Adopted by the Board on 29 April 2011
(ASX Good Governance Principles and Recommendations: Recommendation 3.1)
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.
2. Who Does This Code Apply To?
This policy applied to all Directors, the Company Secretary and all executives of the Company (Officers).
3. 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.
4. 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.
- 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).
7. Use of Information or Position
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 in Competition
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. Officer shave 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 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.
10.1 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 Company 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.
RXP Services Limited (ACN 146 959 917)
1.1 The objective of this Policy is to ensure compliance by the Company with its continuous disclosure requirements under the Listing Rules and the Corporations Act 2001, which, amongst other things, will ensure that the marker is appropriately informed of the Company’s strategy and financial performance.
1.2 The Company will seek to achieve this by seeking to provide equal access to information for all investors and avoiding the disclosure of material information to any person on a selective basis.
2.1 As at the date of this policy, Listing Rule 3.1 provides as follows:
Once an entity is or becomes aware of any information concerning it that a reasonable person would expect to have material effect on the price or value of the securities, the entity must immediately tell ASX that information.
2.2 As at the date of this policy, Listing Rule 3.1A provides the following exceptions to Listing Rule 3.1:
3.1 Listing Rule
3.1 does not apply to particular information while all of the following are satisfied.
3.1A.1 A reasonable person would not expect the information to be disclosed.
3.1A.2 The information is confidential and ASX has not formed the view that the information has ceased to be confidential.
3.1A.3 One or more of the following applies. It would be a breach of law to disclose the information.
• The information concerns an incomplete proposal or negotiation.
• The information comprises matters of supposition or is insufficiently definite to warrant disclosure.
• The information is generated for the internal management purposes of the entity.
• The information is a trade secret.
2.3 Continuous disclosure obligations are reviewed as a standing item on the agenda for each regular meeting of the Board and all Directors are required to confirm details of any matter within their knowledge that might require disclosure to the market.
Equal Access to Information
2.4 Disclosable price sensitive information must be disclosed to ASX prior to disclosure to Analysts, the media or others outside the Company.
2.5 Following confirmation of receipt of lodgement, all information released to ASX will be available on or through the Company website.
2.6 The Company will communicate regularly with shareholders through the following means:
2.6.1 Its full annual report, which the Company will sent to shareholders in hard copy, unless they elect to receive it by electronic copy;
2.6.2 Its annual general meeting, at which shareholders will be updated as to Company performance and outlook. Shareholders will be given the opportunity to ask questions of the Board and of the auditor about the audit who will be invited to the meeting;
2.6.3 release of the annual results in August each year and the interim results in February;
2.7 The Company will brief the market as required:
2.7.1 if unexpected material events occur during the year; and
2.7.2 to ensure that the market is clear about the Company strategy, business and outlook.
2.8 No new materially price sensitive information will be provided at these briefings. Questions at briefings that deal with material information not previously disclosed will not be answered. All inadvertent disclosure of material information during marker briefings should be immediately released to ASX.
2.9 Slides and presentations used in briefings are to be released to ASX.
2.10 The Company may review analyst research reports but will limit its comments to factual matters and material previously disclosed.
Public Announcements, Authorised Spokespersons and Releases
2.11 Only the Chairman or CEO or a person authorised by the Chairman or CEO is authorised to make any public statement on behalf of the Company.
2.12 All ASX and media releases are to be approved by the Board except for:
2.12.1 urgent releases which must be approved by the Chairman or CEO and advised to all Directors prior to release; and
2.12.2 administrative releases such as disclosure of Director interests and substantial holder notices
2.13 Subject to the continuous disclosure obligations, the Company will not comment on rumours or market speculation.
Role of Company Secretary
2.14 All proposed media releases and external presentations must be reviewed by the Company Secretary in advance in order to minimise the risk of breaching the continuous disclosure requirements.
2.15 The Company Secretary is responsible for all communications with ASX. The Chief Financial Officer should be involved in all discussions and meetings with analysts and investors. A record should be kept of all meetings and briefings with investors/analysts.
2.16 If a trading halt is necessary to ensure an orderly, fair and informed marker, it must be approved by the Board unless it is urgent in which case it must be approved by the Chairman (or a person authorised by the Chairman) and advised to all Directors prior to release.
RXP Services Limited (ACN 146 959 917)
Board Policy 08/11: Diversity
Adopted by the Board on 29 April 2011
(ASX Best Practice Corporate Governance Principles and Recommendations: Recommendation 3.2)
1. Policy Objectives
1.1 The Company recognises the short and long term benefits that can come from embracing gender diversity in the workplace. For the purposes of this policy, diversity includes, but is not limited to, gender, age, ethnicity and cultural background. These benefits include an increased scrutiny of decision making and strategy from alternative perspectives, an expanded talent base, the likelihood of higher rates of employee retention, greater innovation through the inclusion of different perspectives and a fortified succession program.
1.2 The Board is committed to creating an environment that reaps such benefits.
1.3 The objective of this policy is to ensure that:
1.3.1 (Environment)Employees are encouraged to contribute to the Company to their best of their ability and in line with their unique skills and experiences;
1.3.2 (Remuneration)Employees are remunerated in line with their performance, free of inequity on the basis of gender, age, ethnicity and cultural background;
1.3.3 (Selection)Candidates for positions with the Company are selected on merit and broad-based business needs;
1.3.4 (Development)Employees’ talents are identified and nurtured; and
1.3.5(Accountability) The Company is held accountable for promoting diversity and ensuring the long and short term benefits arising from it are reaped.
1.4 This policy is to be read in conjunction with other governance charters and policies.
1.5 This policy does not impose on the Company, its directors, officers, agents or employees any obligation to engage in, or justification for engaging in, any conduct which is illegal or contrary to any anti-discrimination or equal employment opportunity legislation or laws in any State or Territory or of any overseas jurisdiction.
2. Policy Environment
2.1 The Company is committed to preventing sexual discrimination and harassment in any form as a means of ensuring that every person involved with the Company has the confidence to offer ideas and perspectives. To promote such an environment, the Company:
2.1.1 Promulgates this Diversity Policy broadly; and
2.1.2 Integrates diversity considerations into training programs where appropriate.
2.2 At the employee level, each employee and manager contributes to this environment but ultimate responsibility is borne by the CEO.
2.3 Encouraging such an environment at Board level is the responsibility of the Chairman.
2.4 The Company is committed to ensuring that remuneration is driven by performance and overall contribution, and is not influences by gender, age, ethnicity and cultural background.
2.5 At the employee level, remuneration is determined by management and is ultimately the responsibility of the CEO. Where appropriate, key performance indicators should be implemented and promulgated.
2.6 The method for determining Board remuneration levels are outlined in the Board Charter. At Board level, remuneration is the responsibility of the Remuneration Committee.
2.7 The Company is committed to attracting and employing the best candidates for vacant positions, irrespective of:
2.7.1 The gender, age, ethnicity and cultural background of the candidate; and
2.7.2 The level of the position within the Company.
2.8 At the employee level, management should consider each application on its merit and proactively ensure that a broad range of applications are considered. Where external recruiters are used, managers should clearly convey the Company’s commitment to diversity and may request that the external recruiter provide statistics of applicants and short lists by gender. Ultimately, selection at the employee level is the responsibility of the CEO.
2.9 At Board level, selection is the responsibility of the Nomination Committee and must occur in accordance with the relevant aspects of the Board Charter.
2.10 The Company is committed to making the best use of people’s talents, and recognises that such talents may require investment to develop. Where appropriate, such investment may be in the form of;
2.10.1 Creating brand-based individual development programs;
2.10.2 Encouraging intra-Company and external networking; and
2.10.3 Identifying and facilitating attendance at internal or external programs and forums.
2.11 At the employee level, learning and development is the responsibility of management and the CEO whilst the Board as a whole is responsible for development at higher levels.
2.12 From time to time, the Board will determine measurable objectives for achieving gender diversity, and the Board will assess annually both the objectives and progress in achieving these objectives.
2.13 Given the recent incorporation of the Company, and the acquisitions that the Company has undertaken, the Company will consider the appropriate objectives in terms of gender diversity following integration of the businesses acquired and when it is better able to assess the specific needs of the business.
2.14 The Company will disclose in each Annual Report:
2.14.1 The measurable objectives for achieving gender diversity that have been set by the Board and the progress towards achieving them.
2.14.2 The proportion of women employees in the whole organisation, women in senior executive positions and women in the Board.
RXP Services Limited (ACN 146 959 917)
Board Policy 01/11: Independence and Conflicts of Interest
Adopted by the Board on 29 April 2011
1. Purpose of this Policy
1.1 The Board has adopted this Policy:11.1 to assess the independence of Directors; and
1.1.2 to handle conflicts which may arise for Directors.
2. Independence Board Policy on ‘Independence’
2.1 Independence is about whether a Director is independent of management and free of outside influences which could materially interfere with the independent an objective judgement of the Director.
2.2 It is noted that the ASX Corporate Governance Principles and Recommendations guidelines provide that generally, an independent Director will:
2.2.1 be a non-executive director;
2.2.2 not be a substantial shareholder of the Company or an officer of or otherwise associated, directly or indirectly, with a substantial shareholder of the Company;
2.2.3 not have, within the last three years, been employed in an executive capacity by the Company or another Group member;
2.2.4 not have, within the last three years, been a principle of a material professional advisor or a material consultant to the company or another group member, or an employee materially associated with the service provided;
2.2.5 not be a material supplier or customer of the Company or other group member, or officer of or otherwise associated directly or indirectly with a material supplier or customer;
2.2.6 not have material contractual relationship with the Company or another group member other than as a director; and
2.2.7 not be a member of management and shall be free of any business or other relationship that could materially interfere with, or could reasonably be perceived to interfere with, the independent exercise of their judgement.
2.3 The Board will have regard to these recommendations in determining the Independence of a particular Director, but the over rising consideration will be whether a Director is independent of management and free of outside influences which could materially interfere with the independent and objective judgement of the Director.
2.4 The Board will periodically assess the Independence of each Director in the light of the interests disclosed by them, and each Director will provide the Board with all relevant information for this purpose. The Independence of Directors will be disclosed in the annual report.
Independence is Distinct from Conflicts of Interest
2.5 A Director’s independence is different to whether that Director has or could be perceived to have a conflict of interest. ‘The Board considers that the concepts of ‘independence’ and ‘conflicts’ should be distinguished for the purposed of assessing the independence of a Director.
2.6 Any determination regarding independence does not change a Director’s obligations in relation to addressing conflicts of interest. The Board’s conflicts policy is set out below.
3. Conflict of Interest Meaning of Conflict
3.1 In this Policy,Conflict refers to an actual or potential conflict of interest and interest, or of interest and duty, or of duty and duty. It includes situations covered by the provisions of the Corporations Act relating to ‘material personal interests’ and ‘related party transactions.’3.2 Directors will comply with both the letter and spirit of the law and of this Policy relating to the handling of Conflicts. When in doubt as to whether a Conflict exists, or might be perceived to exist, Directors will adopt a cautious approach and will assume that there is a Conflict and act accordingly.
Standing Agenda Item
3.3 Conflicts will form a standing item on the agenda of all meeting of the Board, and the Chairman will ask all Directors to declare all Conflicts at the meeting.
Protocol in the Event of a Potential Conflict
3.4 Where a matter on the agenda of a Board meeting is identified before the meeting as involving a Conflict for a Director(s), the Company Secretary will consult with the Chairman, or in the case of a Conflict involving the Chairman, then with another appropriate independent Director, and if appropriate the Director(s) affected by the perceived Conflict will not be sent the papers on that matter and will be informed of the reasons.
3.5 Where a matter discussed at a Board meeting involves a Conflict, the Director affected must disclose full details of the Conflict verbally, and:
3.5.1 the declaration will be incorporated in the minutes of the meeting;
3.5.2 if the other Directors are satisfied that it is a potential Conflict only, the Conflicted Director may remain in the meeting to fully participate in the discussions and voting, unless the Board resolves otherwise;
3.5.3 if the other Directors are satisfied that it is an actual Conflict:
(a) the Conflicted Director must, if required by the Board, provide full written details of the Conflict and other related information as reasonably required;
(b) the Conflicted Director must withdraw from the meeting room while the matter is discussed, and the minutes noted accordingly;
(c) before withdrawing, the Conflicted director may address the Board or ask or answer any questions in relation to the matter (but it is in the discretion of the Board whether it is appropriate to answer the questions); and
(d) those Directors unaffected by the Conflict (assuming they constitute a quorum) must consider whether the Conflict required other actions to be taken in compliance with the ‘material personal interest’ provisions or the ‘related party transactions’ provisions of the Corporations Act, including whether it may require approval of shareholders, and if necessary will reserve any decision until appropriate advice can be taken on the point.
3.6 Full details of all discussions and resolutions of the Board, in absence of a Conflicted Director, are to be recorded in the minutes of the meeting and if thought desirable in the interests of the Company, that part of the minutes may be withheld from the Conflicted Director.
RXP Services Limited (ACN 146 959 917)
Board Policy 02/11: RiskManagement
Adopted by the Board on 29 April 2011
1. Purpose of this Policy
1.1 In its governance role, and particularly in exercising its duty of care and diligence, and associated legal duties, the Board is responsible for ensuring that appropriate risk management policies and procedures are in place to protect the assets and undertaking of the company.1.2 This Policy is adopted to ensure fulfilment of those duties and responsibilities.
2.1 Underpinning this policy, the Board adopts an active approach to risk management which recognises that the Company is engaged in activities, which necessarily demand that the Company take certain usual business, entrepreneurial and operational risks.
2.2 Accordingly, and in the interests of the enhanced performance of the Company, the Board embraces a responsible approach to risk management, as a risk-aware Company, and not a risk-averse one. The Board required the CEO to ensure that an approach to managing risk is implemented as part of the day to day operations of the Company, identifying and managing the material risks in the following categories:
2.2.1 core business and strategy risks;
2.2.2 operational and commercial risks;
2.2.3 risks associated with the regulatory environment in which the Company operates;
2.2.4 legal and contractual risks;
2.2.5 financial risks; and
2.2.6 governance risks (includes legal and ASX listing compliance).
2.3 Separate Risk Management Plans for these areas are to be developed with a view to ensuring that, rather than being a complete and stand-alone document, the Company’s risk management plans are part of the day to day business and project decision-making within in the Company. In particular the Board requires that the CEO link risks to the strategic plan of the organisation. This process should identify the organisation’s risks appetite and tolerance, identify the links with other business initiatives, i.e, and outsourcing, assure the security of RXP Services Limited’s asset’s and assure the robustness of the business model.
2.4 The Company’s approach to prudent risk management does not require that all risks be identified and eliminated, but that procedures are in place to identify material risks and, where the likelihood and/ or consequences of such a risk occurring so demand, that steps be taken to minimise. Eliminate or transfer that risk.
2.5 Specifically, in managing risk, the Board and Management are to adhere to the following principles;
2.5.1 When considering new strategic or projects, management is to analyse the major risks of those opportunities being secured or being lost, and will consider appropriate strategies for minimising or mitigating those risks where they are identified.
2.5.2 Ensure that the application of risk management practices adds value to the Company.
2.5.3 Ensure that management is aware at all times that they are responsible for maintaining an adequate framework of internal control which supports the management of risk.
2.5.4 The Company will, where thought prudent by the CEO, the Chief Financial Officer, or the Board, take appropriate external advice to determine the best way to manage a particular risk.
2.5.5 Financial risk will be managed by the whole of the Board working closely with the CEO and the Chief Financial Officer, to ensure: - that the financial statements and other financial reporting are rigorously tested prior to submissions for audit; - that the transfer of potentially damaging events to third parties (i.e insurance and other contractual arrangements) where applicable.
2.5.6 The Company’s approach to risk management, and the effectiveness of its implementation, is to be: - as a minimum in accordance with the Australian and New Zealand Standards AS/NZS 4360:2004, which provides a generic guide for the establishment and implementation of the risk management process involving the identification, analysis, evaluation, treatment and ongoing monitoring of risks; and - reviewed formally at least annually by the Board.
2.6 (ASX Best Practice Corporate Governance Principles: Recommendations 4.1 and 7.2) The CEO and the Chief Financial Officer will at least on an annual basis provide written assurances to the Board in writing that:
2.6.1 all assurances given by Management in respect of the integrity of financial statements are founded on sound systems of risk management and internal compliance and control which implements the policies adopted by the Board; and
2.6.2 the Company’s risk management and internal compliance and control system is operating efficiently and effectively in all material respects.
Securities Trading RXP Services Limited (ACN 146 959 917)
Board Policy 06/11:Securities Trading
Adopted by the Board on 29 April 2011 (ASX Living Rule 12.12 and Guidance Note 27)
3. Policy Objectives
3.1 Directors and other shareholders are encourages to be long term holders of the Company’s shares. Care must be taken in the timing of any acquisition or disposal of securities of the Company.
3.2 The objective of this policy is:
3.2.1 to ensure that the Directors and employees do not inadvertently breach the insider trading provision of the Corporations Act 2001 when dealing in securities in the Company (including shares and options); and
3.2.2 to assist in maintaining marker confidence in the trading of the Company’s securities.
4. Who Does This Policy Apply To?
4.1 This policy applied to all Directors, the Company Secretary, executives and employees of the Company and their associates, and all Key Management Personnel.
4.2 In this policy:
4.2.1 Key Management Personnel has the meaning in Accounting Standard AASB 124 Related Party Disclosure. As at the date of this policy, it meant all persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company; and
4.2.2 Leadership Team means all Directors, the Company Secretary, and all senior executives(including Key Management Personnel).
4.3 Persons covered by this policy must not trade through any member of their family, or through a trust or company over which they have influence or control, in circumstances where they would have been prohibited from trading in their own name. Securities Covered
4.4 This policy applied to all securities issued by the Company from time to time including ordinary shares, preference shares, debentures, convertible notes, options and derivatives created over the Company’s securities by third parties (such as warrants).
4.5 This policy is not limited to insider trading in the Company’s securities. It includes trading the securities of other companies, for instance, our customers or suppliers or those with whom the Company may be negotiating major transactions such as an acquisition, investment or sale. Information that is not material to the Company may nevertheless be material to one of those other companies.
4.6 This policy applies to:
4.6.1 any proposal to apply for, acquire or dispose of any security or to enter into any agreement to do those things; and
4.6.2 any proposal to procure another person to apply for, acquire or dispose of any security or to enter into any agreement to do those things. These activities are referred to in this policy as Trading.
4.7 A person who ‘incites, induces, or encourages an act or omission by another person’ is taken procure the act omission by other person.
4.8 This policy does not apply to any acquisition of securities as part of a new issue:
4.8.1 where the issue is available pro rat a to all holders of securities of the relevant class;
4.8.2 under a dividend reinvestment plan available to all shareholders; or
4.8.3 under an executive or employee share, option or rights plan.
4.9 The policy will apply however to any subsequent disposals of securities acquired under any of the above.
5. What is Insider Trading
5.1 If a person covered by this policy has inside information relating to the Company and they know or ought reasonably to know that it is Inside Information, it is illegal for the person to:
5.1.1 Trade insecurities in the Company;
5.1.2 advise, procure or encourage another person (for example, a family member, a friend, a family company or trust) to Trade the Company’s securities; or
5.1.3 pass on information to any other person, if you know or ought to reasonably know that the person may use the information to Trade (or procure another person to Trade) the Company’s securities.
5.2 Inside information is information which is not generally available to the marker and,if it were generally available to the marker, would be likely to:
5.2.1 have a material effect on the price or value of any company’s securities (not just the Company’s securities); or
5.2.2 influence persons who commonly invest in securities in deciding whether or not to buy or sell the Company’s securities.
5.3 Information is generally available if:
5.3.1 It consists of readily observable matter;
5.3.2 It has been made known in a manner likely to bring information to the attention of people who commonly invest in securities of a kind whose price or value might be affected by the information, and since it was made knows, a reasonable period for it to be disseminated among such persons has elapsed;
5.3.3 It is derived from information which has been made public; or
5.3.4 It is consists of observations, deductions, conclusions or inferences made or drawn from the other generally available information.
5.4 It does not matter how or where you obtain inside information – it does not have to be from the Company or about the Company to constitute inside information. For example, knowledge about another person’s intentions in relation to the Company( eg their intention to buy or sell shares in the Company) may constitute inside information.
Examples of Inside Information
5.5 Inside Information could include:
5.5.1 Historical financial information contained in management accounts;
5.5.2 Current or prospective sales figures, revenue figures or earnings generally;
5.5.3 Operational performance of the Company or in any individual marker;
5.5.4 Proposed corporate or strategic actions such as the declaration or payment of dividends,new share issues, new or additional bank facilities major acquisitions or disposals or major contracts; and
5.5.5 Changes or proposed changes to senior executive positions or at Board level.
Penalties for Non-Compliance
5.6 Insider trading is a criminal offence punishable by a fine or possible imprisonment. As at the date of this policy, the penalties include a fine of up to $220,000 fora person (or up to $1,100,000 for a body corporate) per offence or a jail term of up to 5 years, or both.
5.7 In addition, the insider trader and any other person involved in the contravention may be liable to compensate third parties for any resulting loss.
5.8 Non-compliances will be treated seriously by the Company and breaches of this policy, whether or not they result in a breach of the law, may result in disciplinary action including dismissal.
Trading When in Possession of Inside Information
6.1 No person to whom this policy applies may Trade in any security at any time if they have Inside Information.
6.2 A person covered by this policy may Trade in securities:
6.2.1 In the 6 week period after:
(a) the release to ASX of the half-yearly and annual results; or
(b) the end of the AGM; and
6.2.2 at any time the Company has a prospectus open, but only if:
6.2.3 they have no Inside Information; and
6.2.4 the Trading is not for short term or speculative gain; and
6.2.5 in the case of Leadership Team members, the Trade does not occur earlier than 9.00am on the second business day after they have notified the Company Secretary in writing of their intention to Trade.
6.3 All other periods are closed periods during which a person covered by this policy may not Trade unless approval has been granted in accordance with this policy.
Permitted Trading During Closed Periods
6.4 A person covered by this policy may Trade in securities during closed periods only if:
6.4.1 They are personally satisfied that they are not in possession of inside information;
6.4.2 In the case of the Leadership Team members – they have obtained the approval of the Chair manor in the case of any proposed trade by the Chairman, of another non-executive Director nominated by the Board for the purpose; and
6.4.3 In the case of others – they have obtained the approval of the Company Secretary.
6.5 Approval will be given for such trading only if the approving person is satisfied that the transaction would not be:
6.5.1 contrary to law;
6.5.2 for speculative gain;
6.5.3 to take advantage of inside knowledge; or
6.5.4 seen by the public, press, other shareholders or ASX as unfair.
6.6 Approval to trade may be given, for example:
6.6.1 In any circumstances which the approving person considers to be exceptional, which may include cases of hardship where it can be shown that securities are to be sold to realise cash in time of need; or
6.6.2 where securities are transferred from one member of a family or trust to another when to delay the transaction to the next permitted period would be detrimental to the family’s affairs.
6.7 Approval will only be given under exceptional circumstances where trading would occur in the period between 30 June and the announcement to ASX of final results for the year and between 31 December and the announcement to ASX of the interim results for the half-year.
6.8 If approval is given, the trade must be completed by 5.00pm Melbourne time on the second business day after the approval is given. Procedure for Obtaining Approval
6.9 Any requests for approval under this policy must be made in writing and addressed to the relevant approving person. Where approval is to be gained, it must be gained in writing by the approving person.
Disclosure to the Company
6.10 Regardless of whether or not Trading occurs within a trading window, Leadership Team members must, no later than midday Melbourne time on the next business day after each Trade, give the Company Secretary a certificate signed by the person containing:
6.10.1 details of the completed Trade; and
6.10.2 statements that:(a) before the Trade, the person had read this policy and had made careful enquiry in relation to whether the person was in possession of inside information;(b) at the time of the Trade the person was satisfied that the person was not in possession of Inside Information; and(c) the Trade was not for short term or speculative gain.
6.11 The Company Secretary must maintain a register of securities transactions for the purposes of this policy.
6.12 The Company must comply with its obligations to notify ASX in writing of any changes in the holdings of securities or interest in securities by Directors.
6.13 Persons to whom this policy applies must not sell more than 2% of the total issued share capital worth of securities in any 6 month period without obtaining approval from the Chairman (or in the case of a proposed sale by the Chairman), from the Board, as to the form and timing of the sale and the management of its public disclosure.
Release to ASX
6.14 If and when required to do so under the listing Rules, the Company will give a copy of this policy to the ASX for release to the marker, including when:
6.14.1 The Company makes a material change to its trading policy; and
6.14.2 The ASX requests the Company to do so.
6.15 If any person who is covered by this policy has any queries in respect of the policy, they should contact the Company Secretary to discuss their query.
The objective of this policy is to encourage reporting of wrongdoing that is of legitimate concern by providing a convenient and safe reporting mechanism, and protection for people who make disclosures regarding wrongdoing.
This Policy applies to all directors and personnel including executives, managers, staff, contractors, consultants, volunteers and interns within RXP Services Limited(“Company”, “our”, “us” or “we”), including those who are no longer employed or have a relationship with us.
3. POLICY STATEMENT
The Company is committed to the highest standards of legal, ethical and moral behaviour.People who have a working relationship with the Company are often the first to realise that there may be something seriously wrong. However, they may not wish to speak up for fear of appearing disloyal or may be concerned about being victimised or subject to reprisals for reporting wrongdoing. No person should be personally disadvantaged for reporting wrongdoing. Not only is it illegal, but it directly opposes our values. We are committed to maintaining an environment where legitimate concerns are able to be reported without fear of retaliatory action or retribution.
When a person makes a disclosure:
• Their identity must remain confidential according to their wishes, subject to criminal and civil penalties;
• They will be protected from reprisal, discrimination, harassment or victimisation for making the disclosure;
• An independent internal inquiry or investigation will be conducted;
• Issues identified from the inquiry/investigation will be resolved and/or rectified;
• They will be informed about the outcome; and
• Any retaliation for having made the disclosure will be treated as serious wrongdoing under this Policy, and may be referred to the relevant authority.
Terms used in this Policy are:
Whistleblowing: Disclosure by (or for) an individual who reasonably suspects wrongdoing
Whistleblower: A person who report wrongdoing in accordance with this policy
Wrongdoing - Includes conduct that:
• Breaches legislation regulations or local government by-laws or is otherwise illegal (including corporations law, theft, drug sale/use, violence or threatened violence or criminal damage against property);
• Is corrupt or an abuse of public trust or position as a public official;
• Is dishonest or fraudulent
• Perverts the course of justice
• Unreasonably endangers health and safety or the environment;
• Is maladministration (e.g. unjust, based on improper motives, is unreasonable, oppressive or negligent);
• Is serious or substancial waste (including public money or public property);
• Is gross mismanagement or repeated breaches of administrative procedures;
• Has financial or non-financial loss detrimental to the interests of the company;
• Is an unethical breach of the Code of Conduct: and/or
• Is a serious improper misconduct that could give reasonable grounds for disciplinary action
Protection is available to Whistleblowers who make a disclosure with reasonable grounds to suspect Wrongdoing has occurred.
Protection is not available where the disclosure is:
• Trivial or vexatious in nature with no substance. This will be treated in the same manner as a false report and may itself constitute wrongdoing;
• Unsubstantiated allegations which are found to have been made maliciously, or knowingly to be false. These will be viewed seriously and may be subject to disciplinary action that could include dismissal, termination of service or cessation of a service or client relationship.
A Whistleblower must provide information to assist any inquiry/investigation of the Wrongdoing disclosed.
Making a disclosure may not protect the Whistleblower from the consequences flowing from involvement in the wrongdoing itself. A person’s liability for their own conduct is not affected by their report of that conduct under this policy. However, active cooperation in the investigation, an admission and remorse may be taken into account when considering disciplinary or other action.
Even though a Whistleblower may be implicated in the Wrongdoing, they must not be subjected to any actual or threatened retaliatory action or victimisation in reprisal for making a report under this policy or being perceived to make a report under this policy.
5.2 Whistleblower Protection Officer
The Whistleblower Protection Officer:
• Is an officer, senior manager or employee appointed to support and provide protection to the Whistleblower according to this policy.
• Must have a direct reporting line to the Group Executive of People and Culture, from an area of the organisation that is independent of line management in the area that is the subject of the report of Wrongdoing.
• Will provide mentoring, and other support deemed necessary by the Whistleblower Protection Officer.
• Is responsible for keeping the Whistleblower informed of the progress and outcomes of the inquiry/investigation subject to considerations of privacy of those against whom a disclosure has been made.
5.3 Whistleblower Governance Officers
A Whistleblower Governance Officer is a person named in Appendix 1 of this policy and is responsible for receiving whistleblower disclosures of wrongdoing and having oversight of the resolution.
Whistleblower Governance Officers must (after a reasonable preliminary inquiry):
• Appoint a Whistleblower Protection Officer to provide support to the Whistleblower;
• Notify the Protected Disclosures Coordinator of disclosure allegations;
• Be satisfied that each disclosure of wrongdoing they received was appropriately inquired into or investigated;
• Be satisfied that action taken in response to the inquiry/investigation is appropriate to the circumstances; and
• Provide governance oversight over any inquiry/investigation into retaliatory action taken against the Whistleblower. Whistleblower GovernanceOfficers are also responsible for:
• Arranging for an inquiry/investigation into disclosures made by Whistleblowers;
• Notifying the appropriate government agencies about Whistleblower events where required; and
• Maintaining a Whistleblower Register for trend analysis and to identify systemic issues requiring attention.
Alternative outlets are available if the disclosure contains allegations against any Company Executive or where the Whistleblower has a reasonable belief that theWhistleblower Governance Officers are not sufficiently independent.
5.4 Protected Disclosures Coordinator
The Protected Disclosures Coordinator receives particulars about all whistleblower events and performs the following functions:
• Arranges for an inquiry/investigation into the disclosures made by the Whistleblower
• Notifies appropriate government agencies aboutWhistleblower events where required
• Maintains a Whistleblower Register for trend analysis and to identify systemic issues requiring attention
The Protected Disclosures Coordinator is the Group Executive of People and Culture and is named in Appendix 1.
The Investigator is appointed by the Protected DisclosuresCoordinator/Whistleblower Governance Officer and may be internal or external to the Company.
The Investigator must have internal independence of line management in the area affected by the wrongdoing disclosure. The internal investigator may be the General ManagerEnterprise Risk & Assurance or a member of Enterprise Risk &Assurance, or others as appropriate.
The Investigator conducts sufficient inquiry to be able to determine conclusions about the disclosures made, including whether or not an investigation is warranted. The investigator must provide a report of
every inquiry/investigation to the Whistleblower Governance Officer and the Protected Disclosures Coordinator.
The Investigator may second the expertise of other officers in the Company to assist in the investigation and may seek the advice of internal or external experts as required.
The Investigator is responsible for ensuring the proper conduct of the investigation and for keeping the Whistleblower Governance Officer, the WhistleblowerProtection Officer and the Protected Disclosure Coordinator informed of progress.
All managers who receive a disclosure about wrongdoing must notify the Whistleblower Governance Officer or the Protected Disclosures Coordinator and provide particulars and maintain confidentiality about it.
6 POLICY APPLICATION
6.1 Reporting a Disclosure
Normal channels of reporting are favoured.
6.1.1 Internal Whistleblowers
(Includes directors, employees, volunteers, interns, contractors or consultants (incl. past and present))
Sometimes, suspicion of wrongdoing may arise from a misunderstanding or a matter where communication is restrained by confidentiality requirements or other legitimate reasons. Accordingly, internal Whistleblowers are encouraged to:
(a) First, check with their supervisor or their supervisors’ manager to seek an immediate response; and
(b) Where the internal Whistleblower believes this is not appropriate, utilise the alternative reporting mechanism set out below.
6.1.2 External Whistleblowers
(Other people with a relationship with the Company – e.g. clients & suppliers)
Where an external Whistleblower is reluctant to report it to line management for fear of retribution, they can report their concerns to a higher level of management than the person in the Company that they ordinarily deal with. There may be a simple explanation that they had not considered. Where this is not appropriate, an alternative reporting mechanism is available.
i. Alternative Reporting
Alternative reporting to normal channels is available where:
(a) The normal reporting channel is considered inappropriate to the circumstances; and
(b) Company line management was notified but failed to deal with it; or
(c) The person or organisation disclosing wrongdoing is concerned about possible retaliation or victimisation.
In any of these circumstances, an internal Whistleblower (director, employees, volunteer or contractor) may provide the report of wrongdoing directly to:
• A Whistleblower Governance Officer;
• ASIC/APRA or other such prescribed Commonwealth body; or
• WorkSafe or the EPA.
External Whistleblowers (people or organisations with a relationship with Company) may provide the report of wrongdoing to:
• ASIC/APRA or other such prescribed Commonwealth body; or
• WorkSafe or the EPA.
i.i Other Complaint Mechanisms
This policy is in addition to:
• Code of Conduct: Appropriate Performance and Conduct for employees, which is for all staff to raise any matters they may have in relation to their work or their work environment, other persons, or decisions affecting their employment. This policy does not replace other reporting structures such as those for dispute resolution, discrimination, victimisation or matters relating to workplace bullying or harassment.
• Standard complaint mechanisms for clients or volunteers
• Any exercising of rights under the terms of their contract by contractors and suppliers
An exception to this is where the issue is wrongdoing of a serious nature, yet the existing reporting system failed to attend to the issue or has processed it in a substantially inappropriate, grossly unfair or heavily biased manner.
iii. Anonymous Reporting
Anonymous reports of wrongdoing are accepted under this policy. However, anonymous reports have significant limitations that inhibit a proper and appropriate inquiry or investigation. These limitations include the inability to provide feedback on the outcome and/or to gather additional particulars to assist the inquiry/investigation. Specific protection mechanisms cannot be provided. A Whistleblower Protection Officer will not be appointed.
Where the Whistleblower discloses their identity to the Protected Disclosures Coordinator/ Whistleblower Governance Officer but still wishes to remain anonymous, the Protected Disclosures Coordinator / Whistleblower Governance Officer must not disclose either the Whistleblower’s:
• Identity; or
• Information which could lead to their identity being discovered.
If Protected Disclosures Coordinator/Whistleblower Governance Officer or any other individual aware of the Whistleblower’s identity discloses the above information, they may face criminal charges and risk civil penalties unless such disclosure was authorised by law.
Not all disclosures of Wrongdoing are protected at law. To meet the Company’s philosophy of accepting tip-offs from anyone, we have adopted the principle of providing protection to people or organisations with a relationship with the Company:
• At least to the extent of protection at law; and
• Beyond legal protection wherever it is practical, reasonable and appropriate in the circumstances.
A brief summary of the relevant legislation, including relevant protections forWhistleblowers, can be found in Appendix2.
Generally, the Company will not disclose a whistleblower’s identity unless:
A) It is necessary to further an investigation and the Whistleblower consents to the disclosure, and/or
B) The disclosure is required or authorised by law.
When a report is investigated, it may be necessary to reveal its substance to people such as other Company personnel, external persons involved in the investigation process and, in appropriate circumstances, law enforcement agencies, or other relevant prescribed body.
It will be necessary to disclose the facts and substance of a report to a person who maybe the subject of the report, as it is essential for natural justice to prevail. Although confidentiality is maintained, and the whistleblower’s identity will not be disclosed, in some circumstances, the source of the reported issue may be obvious to a person who is the subject of a report.
The Company will take reasonable precautions to store any records relating to a report of wrongdoing securely and to restrict access to authorised persons only.
Unauthorised disclosure of information relating to a disclosure that could prejudice confidentiality and identify a Whistleblower will be regarded seriously and may result in disciplinary action, which may include dismissal. In some circumstances, it may be illegal, in which case the Company will notify Police or other relevant prescribed body.
6.4 Victimisation and Retaliation
The Company is committed to protecting and respecting the rights of Whistleblowers who report wrongdoing. We will not tolerate any retaliatory action or threats of retaliatory action against a Whistleblower or against a Whistleblower’s colleagues, employer (if a contractor, consultant or supplier) or relatives.
For example, an employee who is a Whistleblower must not be disadvantaged or victimised for having made or being perceived to have made, a report by:
• Dismissing the employee;
• Injuring the employee in their employment;
• Altering the employee's position to their detriment;
• Discriminating between the employee and other employees of the same employer;
• Harassing or intimidating the employee;
• Harming or injuring the employee, including psychological harm;
• Damaging the employee’s property;
• Damaging the employee’s reputation; or
• Making threats to do any of the above.
Any such retaliatory action or victimisation in reprisal for a disclosure made under this policy will be treated as serious misconduct and will result in disciplinary action, which may include dismissal. Further, retaliatory action or victimisation may be illegal, which may result in a civil penalty for the retaliator/victimiser, and in certain circumstances will require the Company to notify the Police.
All reports of alleged or suspected wrongdoing made under this policy to a Whistleblower Governance Officer will be properly assessed, and if appropriate, inquired into or independently investigated - with an objective of gathering evidence relating to the claims made by theWhistleblower. That evidence may substantiate or refute the claims made.
Investigations must be conducted in a fair and independent manner.
6.7 Disclosure Management
The Company recognises that individuals against whom a report is made must also be supported during the handling and investigation of the wrongdoing report. We will take reasonable steps to treat fairly any person who is the subject of a report, particularly during the assessment and investigation process in accordance with an established standards which may be extended to include appointing an independent Whistleblower Protection Officer in the Company to provide support.
Where a person is identified as being suspected of possible wrongdoing, but preliminary inquiries determined that the suspicion is baseless or unfounded and that no formal investigation is warranted, then the Whistleblower will be informed of this outcome and the matter laid to rest.
The Whistleblowing Governance Officer will decide whether or not the person named in the allegation should be informed that suspicion of wrongdoing was raised and found to be baseless upon preliminary review. This decision will be based on a desire to preserve the integrity of a person so named, so as to enable workplace harmony to continue unfettered and to protect the Whistleblower where it is a bona fide disclosure.
Where an investigation does not substantiate the disclosure, the fact that the investigation has been carried out, the results of the investigation and the identity of the person who is the subject of the report must be handled confidentially.
Generally, where an investigation is conducted, and the investigator believes there may be a case for an individual to respond, the Investigator must, to the extent allowed under the relevant legislation, ensure that a person who is the subject of a disclosure:
a) Is informed of the substance of the allegations;
b) Is given a fair and reasonable opportunity to answer the allegations before the investigation is finalised;
c) Has their response set out fairly in the Investigator’s report; and
d) Is informed about the substance of any adverse conclusions in the investigator’s report that affects them.
Where adverse conclusions are made in an investigator’s report about an individual, that individual has a right to respond to those conclusions prior to any action being taken by the Company against them.
The Company will provide reasonable and appropriate support to a person who is the subject of a report where the allegations contained in the report are clearly wrong.
7 WHISTLEBLOWER LEGISLATION
Any obligations or requirements of the Company, Whistleblower or relevant third party not set out in this Policy, will be performed in accordance with the relevant whistleblower legislation.
Further, where there is a discrepancy between the processes set out in this Policy and the relevant legislation, the relevant legislation will apply to the extent of such discrepancy.
8 FAILURE TO COMPLY
Any breach of this Policy may result in disciplinary action from the Company, up to and including dismissal.