Envestra

 
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Corporate Governance - Page 4

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INDEMNITIES

 

The Directors are indemnified under deeds against liability in the fulfilment of their duties unless the liability arises out of conduct involving a lack of good faith or wilful neglect. They are also indemnified for the costs of defending proceedings in which judgement is given in their favour, or in which they are acquitted, or the claim is withdrawn.

CODE OF CONDUCT AND ETHICS

The code requires that, at all times, Directors and employees act with integrity, objectivity and in compliance with the letter and spirit of the law and Company policies.

The code requires employees, aware of unethical practices within the Company, to report these using the avenues available under the Company’s Whistle-blowing Policy. Employees have direct access to the Managing Director or, if this would cause a conflict, the Chairman of the Audit and Risk Committee or the Chairman of the Board.

DEALINGS IN ENVESTRA’S SECURITIES BY DIRECTORS AND EMPLOYEES

Directors and officers of the Company 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 and officers are also subject to the provisions of the Corporations Act relating to conduct by a person in possession of inside information. A person possesses inside information if they know, or ought to reasonably know, that if the information were generally available a reasonable person would expect it to have a material effect on the price of Envestra’s securities. Directors and officers in possession of inside information are prohibited from trading in Envestra’s securities.

Directors must inform the Chairman, or in his absence the Chairman of the Audit and Risk Committee, and officers 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.

CONTINUOUS DISCLOSURE AND SHAREHOLDER COMMUNICATION

The Company Secretary is responsible for communication with the Australian Securities Exchange (ASX).

This includes ensuring compliance with the continuous disclosure requirements in the ASX Listing Rules and the Company’s Continuous Disclosure Policy, and overseeing information disclosure to analysts, brokers, shareholders, the media and general public. The policy is available on the Company’s website (refer below).

All information disclosed to the ASX is posted on the Company’s website as soon as practicable after it is disclosed to the ASX. Material used to brief analysts on the Company’s operations is released to the ASX when it provides new information and all presentation material is posted on the website.

An email alert system is operated for the benefit of shareholders and other interested parties, whereby an email is sent to registered persons when a media release or other document has been issued to the market.

Company announcements, annual and half-year reports, as well as market and Annual General Meeting presentations are available on the Company’s website www.envestra.com.au.