4. Business Conduct
Transfield Services is committed to ethical and responsible corporate practices and decision-making. The Code of Business Conduct, related training initiatives and a comprehensive policy framework address appropriate practices across the organisation.
4.1 Code of Business Conduct
Transfield Services’ Code of Business Conduct (Code) is a reference guide to ethical and responsible conduct. The Code is aimed at building a workplace culture of integrity in all Transfield Services operations around the world.
The Code applies to directors, executives and employees as well as contractors, consultants and agents of Transfield Services. The Company’s business partners (including clients, joint venture partners and subcontractors) are expected to meet the standards set out in the Code.
4.2 Training initiatives
Effective training is vital to successfully embed the Code within Transfield Services. In August 2009, Transfield Services commenced the first stage of awareness training on the Code in Australia, New Zealand, North America and the Middle East. More in-depth training commenced in July 2010 and online training will be introduced later in the year. Approximately 550 employees have attended training sessions so far.
4.3 Core compliance policies
Ethical and responsible decision-making is further promoted through the following key policies:
- Share Trading Policy
- Conflicts of Interest Policy, and
- Related Party Transactions Policy.
The Share Trading Policy was amended by the Board in November 2009 following a review of best practice amongst other listed entities. Previously, the Policy contained trading restrictions based on trading windows following the announcement of half-yearly and annual results, and the Annual General Meeting. This was replaced by the introduction of blackout periods, which restricts directors and designated employees buying or selling shares in the Company in periods that run from the end of a reporting period (half-year and full-year) to the reporting date of results for that period. There is also a blackout period for two-weeks prior to the Annual General Meeting.
The Policy was also amended by the introduction of:
- a requirement for prior notification and approval of intended trades by directors and senior executives
- a prohibition on insider trading in respect of other entities’ securities, and
- a prohibition on short-term speculative trading by directors and senior executives.
Under the existing terms of the policy, directors and employees are prohibited from buying or selling shares in the Company at any time they are in possession of price-sensitive information. The Policy also prohibits directors and selected employees from using Transfield Services shares as collateral in any financial transaction, including margin loan arrangements.
The Conflicts of Interest Policy is aimed at protecting the integrity of the Company’s decision-making processes by avoiding ethical, legal, financial or other conflicts of interest.
The Related Party Transactions Policy provides guidance on recognising and reporting related party transactions, and where necessary submitting these for shareholder approval.
During the year, the Board’s RACC considered the introduction of three new key policies to support the Code of Business Conduct, namely the Anti-Bribery and Corruption Policy, the Business Partners Policy and the Political Involvement and Support Policy. These policies are currently before the Board for approval and will be available on the Company website as soon as they are approved.