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Supavac Code of Conduct

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Supavac Pty Ltd

CODE OF CONDUCT AND ETHICS



1 Overview

1.1 Introduction

Supavac Pty Ltd (the Company) Code of Conduct and Ethics (Code) governs the Company's commercial operations and the conduct of Directors, employees, consultants and all other people when they represent the Company.

1.2 Objectives

The Company's employees are bound by this Code. The objective of the Code is to ensure that:

2 General principles

2.1 Compliance with laws

The Company, its subsidiaries and associated entities, Directors, employees, consultants and all other people when they represent the Company are expected to comply, at all times, with all laws governing its operations. They are also expected to conduct Company operations in keeping with the highest legal, moral and ethical standards. Compliance with the law means observing the letter and spirit of the law as well as managing the business of the Company so that the Company and Company Employees are recognised as "good corporate citizens" at all times.

2.2 Performance of duties by employees

All Directors and employees of the Company, its subsidiaries and associated companies (Company Employees) must conduct the business of the Company with the highest level of ethics and integrity in relation to customers, suppliers, competitors, each other and all others with whom they deal. Company Employees must also act with all due care and diligence in the performance of their duties and responsibilities. All Company Employees must comply with both the spirit and letter of this Code and all policies adopted by the Company from time to time. Copies of these Policies may be obtained from the Company Secretary.

2.3 Breach of the Code

Any breach of applicable laws, prevailing business ethics or other aspects of this Code may result in disciplinary action. Such disciplinary action may include (depending on the severity of the breach) reprimand, formal warning, demotion or termination of employment. Similar disciplinary action may be taken against any supervisor or manager who directly approves of such action or has knowledge of the action and does not immediately take appropriate remedial action. Breach of applicable laws or regulations may also result in prosecution by the appropriate authorities. The Company will not pay, directly or indirectly, any penalties imposed on a Director or employee as a result of a breach of law or regulation.

2.4 Compliance with the Code - Company representatives

Any Company Employee who deals with agents, contractors or consultants who represent the Company must make them aware of this Code and that the Company expects them to conduct their business in accordance with this Code. All new or replacement contracts with agents, contractors or consultants must include a clause requiring the agent, contractor or consultant to comply with the "the Company Code of Conduct and Ethics".

3 Unacceptable payments

3.1 Prohibited payments

Bribes, kickbacks, inducements or other illegal payments of any kind must not be made to or for the benefit of any government official (of any country), customer, supplier or any other party in connection with obtaining orders or favourable treatment or for any other purpose. This prohibition extends not only to direct payments but also to indirect payments made in any form through distributors, representatives, consultants, agents or other third parties.

3.2 EmployeesÕ responsibilities

Company Employees must not seek or accept any type of compensation, fee, commission or gratuity from a third party in connection with the operations of the Company.

4 Giving or receiving gifts

4.1 Circumstances where receiving a gift is prohibited

Company Employees must not give, seek or accept in connection with the operation of the Company any gift, entertainment or other personal favour or assistance which goes beyond common courtesies associated with accepted ethical and general commercial practice.

4.2 Purpose

The purpose of paragraph 4.1 is to ensure that the offer or acceptance of a gift cannot create an obligation or be construed or used by others to allege favouritism, discrimination, collusion or similarly unacceptable practices by the Company.

4.3 Interpretation

Any gift received by a Company Employee (or series of gifts from the one party) which might, as a matter of judgment, fall outside paragraph 4.1, must be reported to the Company Secretary with full details of the background of the gift.

5 Protection of the company assets

5.1 EmployeesÕ responsibilities

Company Employees are responsible for taking all prudent steps to ensure the protection of Company assets and resources. In particular, Company Employees should take care to minimise the possibility of theft of the Company property by any person.

5.2 Assets used for company purpose only Company Employees must ensure that Company assets and resources are used only for the purposes of the Company and in accordance with appropriate authorisations.

6 Health and Safety

A safe workplace is the shared responsibility of employer and employee. Our work environment will promote the health and well being of our staff and any other party working for us. Our goal is an injury-free workplace, one that assures that we will return home just as healthy as we were when we left. The company will not compromise accident or injury prevention for the sake of production or profit. Safety - for oneself and for others - is the first priority of everyoneÕs job. Each employee has a responsibility to prevent accidents and promote safety consciousness among fellow employees and outside contractors. We are responsible for:
You are actively encouraged to point out safety breaches, either directly to the party involved, to your immediate leader or to the relevant safety officer. You are encouraged, also, to actively recommend improvements in safety procedures.

7 Drugs and Alcohol use

An unacceptable practice that threatens everyoneÕs safety is working whilst under the influence of drugs or alcohol. Anyone reporting to work under the influence of drugs or alcohol may be dismissed, regardless of where it is consumed. Anyone Òon callÓ for the company must not be under the influence of drugs or alcohol. Appropriate social use of alcohol whilst on-duty, but not on shift, may be acceptable. For example, site staff may use alcohol outside of the mine gates whenever they are not on a shift or about to go on shift. Abuse, leading to unacceptable behaviour, even off shift, will not be tolerated. Anyone who is perceived as having a chronic problem will be required to seek counselling if they are to remain a Supavac employee.

8 Dealing with auditors

8.1 Co-operation with internal and external auditors Company Employees must fully co-operate with the auditors of the Company.

8.2 EmployeesÕ responsibilities

Company Employees must not make a false or misleading statement to the internal or external auditors of the Company and must not conceal any relevant information from the internal or external auditors of the Company.

9 Public statements

9.1 Company representative

The Company has designated the Chairman and the Chief Executive Officer as the persons authorised to make public statements concerning the Company.

9.2 Unauthorised statements

Other Company Employees must not, without authority, directly or indirectly state that they are representing the Company or its public position in respect of any matter.

9.3 Unauthorised activity

Company Employees must not directly or indirectly engage in any activity which could by association cause the Company public embarrassment or other damage.

10 Conflict of interest

10.1 Use of position for personal benefit

Company Employees must not use their position for personal benefit independent from the business of the Company or to benefit any other business or person.

10.2 Taking advantage of property

Company Employees must not take advantage of any property or information belonging to the Company, or opportunities arising from those, for personal benefit independent from the business of the Company or to benefit any other business or person.

10.3 Outside business activity

Company Employees must not engage directly or indirectly in any outside business activity involving commercial contact with, or work for the benefit of, the Company commercial customers, suppliers or competitors without the prior written consent of the Chief Executive Officer or his nominee.

10.4 Listed entity exception

Ownership of shares in a listed entity which deals with or competes with the Company is not a violation of this Code provided the Company Employee does not directly or indirectly own more than 1% of the shares in the listed entity.

11 THE EMPLOYEE AND THE COMMUNITY

Our existence as a company depends entirely on the goodwill of the community within which we operate. We carry, therefore, a primary duty as company employees to ensure that we behave in the community in a manner totally acceptable to that community, with proper regard for the communityÕs values, customs and laws. Central principles are that we disturb the community as little as possible and that we remain conscious of any opportunity to bring benefit to the communities in which we live. The following policies seek to ensure consistent behaviour by company employees in this regard. Supavac actively encourages its employees to suggest possible ways in which we can assist and benefit the community in which we operate. All reasonable suggestions will be submitted to Executive Committee for consideration. Environmental Standards All company employees must be familiar with company environmental policies with respect to their area of work. Detailed environmental policies covering waste, rehabilitation, noise and other issues are to be strictly followed. Deliberate breaches of environmental policy will result in dismissal. As with safety, the company will not prioritise production or profit over environmental standards. All employees have a responsibility to report environmental breaches to the relevant environmental officer or the business head. Laws of the community All laws of the country in which the employee is operating must be obeyed. No breaches will be tolerated. The specific penalty for a breach, except where stated explicitly, is at the discretion of the General Manager. Gambling and Prostitution Anybody involved in illegal gambling activities may be dismissed. Particular note should be taken of laws each country the employee of Supavac is operating in. Anybody soliciting the services of a prostitute in China, either directly or indirectly, is in direct breach of the laws of China and will be dismissed. Criminal Code Any breaches of the criminal law will result in instant dismissal.

12 Confidential Information

12.1 Non disclosure of confidential information

Company Employees must not disclose confidential Company information to any third party without the prior consent of an appropriate member of the Company Chief Executive Officer, or if required by law (following legal advice).

12.2 Confidential company documents

Company Employees must maintain the confidentiality of all the Company documents and must not disclose any information contained within the documents to any third party without the prior consent of the Chief Executive Officer or if required by law (following legal advice).

12.3 Personal gain

Company Employees must not use the Company information for the purpose of directly or indirectly obtaining personal gain.

13 Reporting breaches of the Code

All Company Employees are requested to report immediately any circumstances which may involve deviation from this Code to an appropriate General Manager, Company Secretary, Chief Financial Officer, the Chief Executive Officer or the Chairman. It is in the best interests of the Company for all the Company Employees to immediately report any observance of a breach of this Code. The auditors of the Company are responsible for reviewing the operations of the Company. Part of this review will be to report to the Board any breaches of this Code which they detect.

14 Interpretation of this Code

Any questions relating to the interpretation or enforcement of this Code should be forwarded to the Company Secretary.

15 Conclusion

This Code of Conduct is an important company document that specifies the type of behaviour that is acceptable to company employees. It must be read and understood by all employees. Only the Managing Director of Supavac Pty Ltd can make changes to the Code of Conduct. It is our joint responsibility to ensure that everyone working for Supavac adheres to the Code of Conduct. The reputation of Supavac as an excellent company depends on maintaining high standards in the way we do business and how we behave. Our commitment to building and keeping an unassailable reputation will enable us to achieve our Vision.

Mark Krohn
Managing Director
Supavac Pty Ltd