The board of directors (Board) of Freehill Mining Limited (the Company or
FHM) has adopted a code of conduct (the Code) to address matters relevant
to the Company's legal and other obligations to its stakeholders.
A fundamental principle of the Company is that all of its business affairs
shall be conducted legally, ethically and with strict observance of the
highest standards of integrity and propriety. This Code is based on that
The Code governs the behaviour of the stakeholders of the Company in
performing their everyday roles. It reinforces the need for these people to
always act in good faith, in the Company's best interests and in accordance
with all applicable workplace handbooks, policies, procedures, laws and
regulations relevant to their roles and the regions in which they work.
The Code sets out policies on various matters, including, compliance with
laws, regulations and company policies, performance of duties of employees,
financial inducements and gifts, company's integrity, conflicts of
interest, public and media comment, company assets, security of
information, intellectual property/copyright, discrimination and
harassment, corrupt conduct.
1. COMMITMENT TO CODE OF CONDUCT
The Board recognises that the primary stakeholders in the Company are its
shareholders. Other legitimate stakeholders in the Company include Company
directors, officers, employees, consultants and contractors (Employees for
the purpose of this Policy), customers, suppliers, creditors, consumers and
the general community.
The Company is committed to conducting all its operations in a manner
(1) protects the health and safety of all Employees,
contractors and community members;
(2) recognises values and rewards the individual
contribution of each Employee;
(3) achieves a balance between economic development,
maintenance of the environment and social responsibility;
(4) maintains good relationships with suppliers and the
local community; and
(5) is honest, lawful and moral.
It is the responsibility of every person covered by this Code of Conduct
to conduct himself/herself in accordance with the Code. All Employees are
expected to act with the utmost integrity and objectivity, striving at all
times to enhance the reputation and performance of the Company. In order to
meet the expectations of the stakeholders the company is committed to doing
business with integrity, honesty and transparency.
2. APPLICATION OF CODE OF CONDUCT
This Code of Conduct should help to guide Employees' conduct but cannot
address every circumstance that will arise. Instead it provides Employees
with a set of guiding principles to work within. For some issues more
detail is set out in our terms & conditions of employment and other FHM
policies and procedures that must be complied with.
The Board has approved this Code and fully supports its objectives and
content. The Code may be amended from time to time by the Board as a result
of periodic reviews.
The Executive Director and other executives and managers, as appropriate,
are responsible for ensuring that the conduct of Employees in their charge
complies with the Code.
3. THE COMPANY'S BUSINESS ETHICS
3.1 Openness, honesty and integrity
The company's Employees will conduct themselves with openness, honesty and
integrity in all business transactions and in all dealings with others
which also applies to all stakeholders in the Company.
3.2 Mutual respect
Employees are expected to treat other employees, trading members,
customers, shareholders and anyone else with whom they interact in their
work, with courtesy and respect.
The Company is committed to dealing fairly with trading members,
customers, suppliers, other business associates and with their colleagues
in the Company.
3.4 Ethical conduct
Employees will adhere to the standards of conduct that the Company has set
in this Code as well as act ethically in their approach to business
4. COMPLIANCE WITH LAWS AND REGULATIONS
Employees must observe the rule and spirit of all laws and regulations
under which the Company operates and with the principles of this Code. Any
breach by individuals or groups may place the Company's integrity and
reputation at risk which can have adverse consequences for all. Therefore,
all suspected breaches of the Code will be thoroughly investigated and the
help of anyone who identifies potential problems is valued. If a breach is
found to have occurred, disciplinary action and potential dismissal may
result. If the breach is also a criminal matter, the police or appropriate
authorities will be notified.
5. CONFLICTS OF INTEREST
A conflict of interest generally arises where an individual has a personal
interest which may influence how they perform their duties and
responsibilities to the Company. This includes using any information
obtained as Employees of the Company, which is not available to the general
public, for personal gain. This may result in the individual obtaining a
personal benefit from such a relationship which may be detrimental to the
business interests of the Company.
All Employees should avoid taking part in any dealings that place them in
a position of conflict with the Company's interests. If and when a conflict
of interest does occur, the circumstances should be disclosed immediately
and before any final decision is taken. Even if there is doubt that a
conflict of interest exists, the relevant executives must be informed of
the situation and action (if required) will be taken to allow the matter to
be properly resolved.
6. INSIDER TRADING
Insider trading is illegal and attracts severe penalties. Employees are
expected to comply fully with Australian laws and the Australian Securities
Exchange (ASX) Listing Rules governing transactions in securities of
the Company and other companies. The Board has adopted a Securities Trading
Policy to ensure this compliance.
If an Employee has inside information about the Company, he/she must not
trade in the Company securities at any time, including outside of any
prescribed prohibited period.
The Company Secretary will issue regular reminders to employees of the
limitations and prohibitions relating to trading in the Company's
securities. Any trading of the Company's securities must be done in
accordance with the Securities Trading Policy.
7. DISCHARGE OF DUTIES
Employees must discharge their duties at the highest level of honesty and
integrity, in good faith and having regard to the position and the
organisational goals and objectives of the Company. Employees should not
engage in conduct likely to bring discredit upon the Company.
Employees also have a duty to use due care and diligence in fulfilling the
functions of their position and exercising the powers attached to their
employment. Employees must recognise that their primary responsibility is
to the Company's shareholders as a whole.
The directors are responsible for:
(1) acting in the Company's best interests and
maintaining the Company's reputation by undertaking their duties with
appropriate care and diligence in accordance with their legal obligations;
(2) understanding their authorities, including any
relevant limits, and are accountable for how they are used; and
(3) deal honestly with the Company's shareholders,
customers, suppliers, competitors and any other third parties or business
(4) using all of the Company's systems and equipment
appropriately and for proper purposes as well as avoid improperly disclose
any information that is not already in the public domain.
The employees are responsible for:
(1) treating customers, the public and fellow employees
with honesty, courtesy and respect;
(2) performing their duties by taking into account
skills, experience, qualifications and position;
(3) maintaining confidentiality of all customers',
Company's and other parties' personal and sensitive information gained
through their work in accordance with privacy legislation;
(4) making sure that their personal, business and
financial interests do not conflict with their duty as well as safeguarding
the property of customers, Company and fellow workers; and
(5) working within the Company's policies, procedures
8. FINANCIAL INTEGRITY
It is prohibited to use Company funds or assets for any unethical purpose.
No undisclosed funds or assets of the Company will be maintained or
established for any purpose. No false entries will be made in the books or
records of the Company for any reason. No payment on behalf of the Company
may be made or approved on the understanding that it will or might be used
for something other than the stated purpose.
The Company has stringent financial accounting procedures that are
overseen by management, the Audit and Risk Committee and the external
auditor. Employees must ensure that the Company's financial books, records,
reports and statements properly document all assets and liabilities,
revenue and that expense accurately reflect all transactions of the
corporation and are retained in accordance with the Company's policies and
all applicable laws and regulations.
9. FINANCIAL INDUCEMENTS AND GIFTS
No one should ask for or accept any gift, loan, unusual or expensive
hospitality or other benefit of significant value unless approved in
advance. Approval will not be given where it is felt that acceptance of the
gift could impose pressure on the employee's judgment, or could result in,
or be seen to result in, a conflict of interest, or could damage business
relationships with others.
The Company recognises that it is accepted business practice that -
entertainment and small tokens such as cards and small gifts may be
extended to prospective and existing customers at certain times. However,
any such gifts must be for a proper purpose.
Confidential information includes business strategy, marketing and sales
plans, competitive analyses, business and financial plans and forecasts,
prospective and existing trading member information, customer and employee
information, supplier information, computer system and building security
passwords software and other inventions developed or licensed by, or for,
Employees are required to take the utmost care to ensure the integrity and
security of all of the Company's confidential information, by not
transferring, publishing, using or disclosing it other than when necessary
in the ordinary course of business or as directed or authorised by the
Company. This obligation of confidentiality continues even after an
individual's relationship with the Company ceases.
Personal information is any information or opinion about an identifiable
person. The Company is committed to ensuring the privacy of individuals and
safeguarding the personal information of its people, potential employees,
customers, suppliers, contractors and anyone else with whom the Company
interacts, including in regard to any personal information gathered through
Employees are responsible for respecting and maintaining the privacy of
personal information held or entrusted to the Company and ensuring its
confidentiality is maintained. They are also responsible for collecting,
retaining and disclosing personal information of other people in an
appropriate manner. They will not collect, use or disclose information for
anything other than the purpose for which it is required.
12. DISCRIMINATION AND
The Company is committed to providing a workplace free from all forms of
harassment and bullying. Should a person reasonably feel offended,
humiliated, intimidated, undermined or threatened due to another person's
behaviour, discrimination and/or bullying has taken place. Any person found
to have behaved inappropriately will be subject to disciplinary action and
13. USE AND PROTECTION OF COMPANY ASSETS
The Company's assets and resources must only be used for authorised,
legitimate business purposes. Our people are also responsible for keeping
our assets and resources secure and protected at all times.
The Company's assets and resources include, but are not limited to funds,
plant and equipment, stationery, stock and merchandise, intellectual
property, software, records and any other company information.
The Company's assets and resources will not to be removed from its
premises without authorisation. If, for business reasons removal is
necessary, then appropriate approvals must be obtained. Every employee
while in control of any Company assets, particularly cash or other
valuables, is personally responsible for them. Employees must follow the
Company's policy regarding promotional and sample stock received from
suppliers. Anyone using a company vehicle should ensure that it is not used
in a way that will reflect badly on the Company. Vehicles must not be used
for unauthorized purposes.
14. BUSINESS, FINANCIAL RECORDS AND
Accurate recordkeeping is essential to the Company's reputation and
credibility. Therefore, the Company is dedicated to ensure the financial
performance is represented in an accurate and timely manner and Employees
must therefore ensure that they:
(1) comply fully with the relevant laws and accounting
standards and practices;
(2) adhere to the latest developments in accounting
practice and policy; and
(3) cooperate fully and honestly with our external
The Company is committed to ensuring that all shareholders and the market
have an equal opportunity to obtain and review full and timely information
about the Company's securities. Therefore, the Company releases information
to the market in accordance with its Continuous Disclosure Policy which
sets out its commitment to providing accurate and timely information about
company activities and its compliance with any continuous disclosure
requirements contained in the Corporations Act 2001 and the ASX Listing
15. HEALTH, SAFETY AND THE
The Company conducts its business activities in a manner consistent with
applicable health, safety, and environmental laws and regulations. The
Company is committed to ensuring the health, safety and wellbeing of
Employees and is continually striving to reduce the environmental impact of
the daily work and the products created.
Employees are expected to work together to ensure the Company remains a
safe place to work. This includes being alert to, and reporting, actual and
potential safety issues. In turn, the Company is committed to ensuring a
safe work environment. Employees are also expected to play a part in
reducing the company's environmental impact and any suggestions regarding
environmental initiatives are always encouraged and, wherever possible,