Envestra

Objective

Envestra’s Code of Conduct and Ethics is a framework of guiding principles for Directors and employees to ensure compliance with all legal and ethical standards in business related matters.

The Code is to be read in conjunction with the Company’s corporate polices.

Values

We recognise that our success will be determined by the manner in which the Company applies the following standards:

• Acting with integrity and in good faith.
• Complying with all legal and prudential requirements, in both the letter and spirit of the law.
• Avoiding conflicts of interest and conduct likely to discredit the Company.

Envestra recognises the responsibilities it has to its shareholders and business partners, the communities it serves, and its employees and contractors. In conducting its business, Envestra will:

Shareholders and business partners

• Manage the Company to protect and enhance shareholder value;
• Communicate effectively with our shareholders and business partners;
• Develop sound and mutually beneficial relationships with business partners; and
• Act in an ethical manner.

Community

• Pay due attention to the impact of the Company’s operations on the community it serves;
• Act in a manner that protects and supports the environment;and
• Provide a safe, reliable and high quality energy distribution service.

Employees and contractors

• Provide a safe workplace and insist on safe work practices;
• Provide challenging roles which encourage skills and career development and job satisfaction;
• Recognise individuality, avoid discrimination and promote teamwork;
• Encourage respect for colleagues;
• Encourage innovation;
• Provide constructive feedback on individual and team performance; and
• Align responsibility, authority and rewards.

Envestra’s Code of Conduct and Ethics specifically addresses critical areas that impact the ability of employees to fulfill their roles. These criteria include, but are not limited to, the following matters:

Responsibilities

Employees are required to:

• Perform their duties with diligence, skill and honesty, using any delegated authority in accordance with approved guidelines;
• Comply with all applicable laws and regulations;
• Abide by policies and procedures, instructions and lawful directions that relate to their employment and duties;
• Ensure that they take appropriate care to maximise workplace safety and to avoid adversely affecting the safety and health of others;
• Comply with Envestra’s Environmental Policy and perform their duties in a way that minimises environmental impacts;
• Not discriminate when dealing with others in the course of their employment and duties;
• Not harass, bully or intimidate any other person while at work or otherwise representing Envestra;
• Treat other people they deal with in the course of their employment with due consideration and courtesy; and
• Retain accurate records required for audit, compliance and regulatory purposes.

Occupational Health and Safety

Employees must comply with Envestra’s Occupational Health and Safety Policy.

Employees must undertake safety training where required, avoid and prevent the misuse of safety and first aid equipment and report hazards, accidents, injuries and unsafe practices.

Conflict of interest

Any personal, financial or other interest which may represent an actual, potential or perceived conflict must be disclosed by the employee and discussed with their Manager, Company Secretary or the Managing Director (as applicable) to avoid a conflict of interest occurring. A conflict of interest arises when a person has a direct or indirect interest in a matter in which he or she knows or believes that Envestra has an interest. An indirect interest includes but is not restricted to:

• An interest of a member of the person’s family;
• An interest of a corporate entity associated with the person or the person’s family; and
• An interest in any other legal entity associated with the person or the person’s family.

A conflict of interest may include any of the following or a combination of them:

• Actual – when the interest is known to exist;
• Potential – when the interests are believed to be under consideration or discussion; or
• Perceived – when the existence of the interests would cause adverse comment if publicised outside Envestra, whether or not the conflict is actual or potential.

Use of information

Employees must not use or disclose information, including strategic business, commercial or personal information deemed confidential, obtained through their employment, to anyone other than in the proper conduct of their duties. If unsure, the matter should be discussed with their Manager, Company Secretary or the Managing Director (as applicable).

Information obtained at work should not be used to obtain financial reward or gain other benefit, or to take advantage of another person. All documentation stored electronically, or in any other form, is the property of Envestra unless otherwise agreed.

Trading in Envestra securities

Directors and employees are prohibited from trading in Envestra securities between 1 July and the close of business on the day the Company announces its full-year results, and between 1 January and the close of business on the day the Company announces its half-year results.

Directors must inform the Chairman, or in his absence the Chairman of the Audit Committee, and employees must inform the Managing Director, or in his absence the Company Secretary, of their intention to trade in Envestra’s securities either by themselves or by an associate. Such notification must be provided at least 24 hours prior to any proposed trade.

Insider trading

Directors and employees shall ensure that all transactions in Envestra securities comply with the Corporations Act, (particularly the insider trading provisions) and the Company’s Share Trading Policy.

Insider trading is illegal and prohibits persons who are in possession of information that is not generally available (and if it were generally available, a reasonable person would expect it to have an effect on the price of Envestra’s securities) from buying or selling Envestra securities, or getting someone else to do so, or telling anyone about the information.

If anyone is unsure whether an activity is, or could be perceived as, insider trading, the matter should be discussed with the Company Secretary or Managing Director.

Using Envestra property, money, goods or services

Envestra property, funds, facilities and/or services should be used efficiently, economically and for authorised purposes only, in accordance with any Delegated Financial Authority.

Documentation

Any documentation, improvement or idea (known as “intellectual property”) connected with or related to the business of Envestra developed by an employee during or as a result of their employment is, and remains the sole property of Envestra (including the exclusive right to copyright, use, adapt, patent and or register such) unless otherwise agreed in writing by the Managing Director.

Such documentation, improvement or idea must not, without authorisation, be divulged or released to, or for use by, anyone not employed by Envestra. Nor may it be divulged or released to any employee who has no need for such information other than in proper performance of their duties.

Use of official position

Employees must not use their position to seek or obtain any financial or other advantage for themselves, their family or any other person or organisation. Nor is an employee permitted to use their position to harass or disadvantage another person.

Making statements about official matters

Employees must not disclose information about Envestra which is not public, or make public comment in respect of Envestra, directly or indirectly, without the prior approval of the Company Secretary or Managing Director, other than where such public comments would fall within the responsibilities normally expected of a senior manager (e.g. the Chief Financial Officer, Treasurer or Regulatory Manager).

Giving and/or accepting gifts or other benefits

Employees are not permitted to give and/or accept gifts, entertainment or other benefits related to the performance of their duties with a value in excess of $250 without the approval of their Manager, Company Secretary or Managing Director (as applicable). All gifts, entertainment or other benefits with a value of more than $250 must be promptly recorded in the Company’s Gifts Register.

Working for other organisations and/or conducting business

Working for another organisation during office hours is not permitted without the prior written permission of the Managing Director. Permission may be granted where the Managing Director is satisfied that the involvement will provide a benefit to the Company and/or enhance the employee’s skills, and is not likely to lead directly or indirectly to a conflict of interest or to unsatisfactory performance.

An employee must not canvass or conduct non-Envestra business, other than as described above, during office hours.

Equal opportunity and harassment

All employees must be familiar with Envestra’s Harassment and Discrimination Prevention Policy and be fully aware of the responsibility it places on them to respect the rights of individuals.

Drugs and alcohol

Employees must comply with Envestra’s Drug and Alcohol Guidelines, which form part of the Occupational Health and Safety Policy. They must not come to, or attend work, if they are under the influence of drugs or alcohol. They must not return to work, having represented Envestra at a corporate function or attended a private function, if their capacity to perform their role is adversely impacted by the consumption of alcohol. No drugs, of any kind, other than those required for medical reasons, should be brought into or consumed at the workplace. Employees are to declare to their Manager the use of medication that could pose a threat to other employees, visitors or property.

Environment

Envestra is committed to good environmental management. Employees and contractors must comply with all relevant environmental legislation and Envestra’s Environmental Policy.

Internal controls

Envestra has established various financial and accounting control standards to ensure that assets are protected and properly used. Employees share the responsibility for maintaining and complying with the required internal controls and are to maintain accurate and reliable financial records and reports for this purpose.

Travel and entertainment

Travel and entertainment should be consistent with the needs of the business and comply with Envestra’s Travel Policy. It is the intent of Envestra that employees neither lose nor gain financially as a result of business travel and entertainment.

Employees who approve travel and entertainment expenses are responsible for the propriety and reasonableness of expenditures. They must ensure that the costs have been prudently incurred, are consistent with normal work responsibilities and that expense reports are submitted promptly, and that receipts and explanations properly support reported expenses.

Employment after leaving

Envestra An employee who leaves Envestra must not use confidential information of or about Envestra to the benefit of ay future employer or business, nor to disadvantage Envestra in commercial or other relationships.

Computer or internet use

Use or duplication of proprietary software, except as described in any software licence agreement, or conditions applying to its use, is an infringement of copyright law and is strictly prohibited.

The security of Envestra’s computer system and data is paramount. Deliberate or reckless security violations of corporate applications or the data network (as defined in the Computer and Internet Usage Guidelines) will constitute misconduct.

Access to, storing, distributing or downloading of pornographic or other offensive material is considered a serious breach of the Code of Conduct and conditions of employment.

Continuous disclosure

As a publicly listed company, Envestra has continuous disclosure obligations to ensure trading in its securities is conducted on a fair basis. The general continuous disclosure rules are contained in Australian Stock Exchange (ASX) Listing Rule 3.1.

Envestra is obliged (subject to specific exceptions) to advise the ASX of any information that a reasonable person would expect to have a material effect on the price or value of Envestra securities.

The failure to comply with ASX Listing Rule 3.1 is an offence under the Corporations Act. A Continuous Disclosure Policy has been developed to assist employees to comply with the spirit as well as the letter of the continuous disclosure laws.

Breaches of this Code of Conduct

All Directors and employees have a responsibility to observe this Code and the supporting Policies and Guidelines, and ensure that no breaches occur.

Any person who in good faith, makes a complaint or disclosure about an alleged breach of the Code and Conduct and follows the reporting procedure, will not be disadvantaged or prejudiced in the making of that complaint or disclosure. Any report will be acted upon, and kept confidential.

A prompt investigation will take place by the Company Secretary, Managing Director, Chairman - Audit Committee or Chairman of the Board (as appropriate) to address the complaint or disclosure made and the complainant will be informed of the outcome.

Employees may at any time, discuss a matter or seek advice on how to proceed with a matter, with the Company Secretary or the Managing Director.

If an employee does not follow the principles outlined in this Code then they will be subject to disciplinary action and, depending on the seriousness of the breach, potential termination of employment.

Administration Responsibility for the implementation, administration, and periodic review of the Code of Conduct and Ethics lies with the Company Secretary in consultation with the Managing Director.

Associated documents:

• Occupational Health and Safety Policy;
• Continuous Disclosure Policy;
• Standing Financial Authorities of Approval;
• Harassment and Discrimination Prevention Policy;
• Whistleblowing Policy;
• Fraud and Corruption Prevention Policy;
• Drug and Alcohol Guidelines;
• Environmental Policy;
• Health and Safety Policy;
• Share Trading Policy;
• Ringfencing Policy and Procedures;
• Computer and Internet Usage Guidelines; and
• Travel Policy

"Delegated Financial Authority” means the level of authority approved by the Board in June 2006 (refer Policy No. 19)

Adopted: August 2007

Download the Envestra Code of Conduct & Ethics as a PDF document (90kb)