Corporate governance Policies and codes
Corporate
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keep abreast of the Group’s policies and procedures, and where necessary sign acknowledgements that they have read these policies; |
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co-operate fully with any investigations relating to Goodman’s policies; |
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notify the Group General Counsel in writing if they are required by any regulatory body to provide information, answer charges or face proceedings in respect of any matter arising during their tenure with the Group; |
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keep any and all Group information confidential except as necessary for marketing Group products and services; |
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notify the Group General Counsel and/or the General Manager, Human Resources if they have reason to suspect fraud, corrupt, criminal or unethical conduct by any Director or employee of the Group; and |
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are prohibited from accepting payment or any other benefit in money or kind as an inducement or reward for any act or in connection with any matter or business transaction undertaken by or on behalf of the Group. |
The aim of the Code of Conduct is to establish a high standard of conduct and to communicate this to the Directors and employees. Expectations regarding fairness, honesty and the treatment of confidential information are made explicit. The Code of Conduct also charges all employees with responsibility for reporting unethical or corrupt conduct.
The Code of Conduct is provided to Directors upon appointment and all employees upon commencement. The Code of Conduct is supported by a framework of policies that set out Goodman’s approach to meeting its legal obligations and the expectations of stakeholders for ethical and responsible decision making. Key policies forming part of the framework are set out below.
Sustainability
Goodman has adopted a Sustainability Policy which has regard to its own+develop+manage business model. The Policy includes a commitment to a sustainable approach to our environment as well as proper consideration for our social and economic responsibilities to the wider community. This commitment is reflected in our approach to both the workplace and the marketplace. Further information is available on page 15.
Securities trading
The Securities Trading Policy, which is made available to Directors on their appointment and employees on their commencement, prohibits Directors and employees from trading in Goodman securities when in possession of inside information. It also prohibits the communication of that inside information to any other person who is likely to purchase or sell Goodman’s securities or who is likely to procure a third party to purchase or sell those securities.
Under the Securities Trading Policy, the only appropriate time for a Director or employee to acquire or sell Goodman securities is when he or she is not in possession of price sensitive information that is not generally available to the market. To avoid any adverse inference being drawn of unfair dealing, Directors and employees are not to deal in Goodman securities during the period from 2 two weeks before the end of a financial period (ie. from after 16 June and 17 December) through to the release of Goodman’s half yearly or yearly results (unless a public offer is being conducted in accordance with the Corporations Act 2001). A trading blackout is notified to Directors and employees during those times and may also be notified by the Company Secretary or Group Chief Executive Officer at other times when considered appropriate.
Approval is not given during a trading blackout unless the Group Chief Executive Officer (CEO) or Chairman is satisfied of circumstances amounting to hardship and that the person is not in possession of price sensitive information which is not generally available to the market.
Directors and employees are not allowed to engage in short-term trading of Goodman securities under the Securities Trading Policy nor are Directors or senior executives allowed to enter into derivative contracts that hedge their exposure to movements in the price of Goodman securities that have not vested.
The Securities Trading Policy applies to decisions to sell Goodman securities by a mortgagee or margin lender under a margin loan or other financing arrangements.
Any trade in breach of the Securities Trading Policy must be immediately disclosed to the Company Secretary for reporting to, and consideration by, the Board.
Conflicts of interest
Goodman has put in place arrangements to identify, assess, manage and report on the types of conflicts of interest which it anticipates will affect or arise from its business. These arrangements include mechanisms to:
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identify conflicts of interest; |
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manage conflicts of interest by assessing and evaluating actual or potential conflicts, and decide upon and implement an appropriate response to those matters; and |
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maintain written records that demonstrate how Goodman manages conflicts which occur. |
Directors, consultants and employees are required to comply with the Conflicts of Interest Policy.
Related parties
Goodman has implemented a Related Party Policy for the disclosure and resolution of any matter that may give rise to actual, potential or perceived conflicts of interest between the interests of a Director and Goodman. The Policy ensures that all transactions involving related parties of Goodman conform to the requirements of the Corporations Act 2001 and ASX Listing Rules.
Gifts
All Directors and employees are prohibited from accepting payment or any other benefits in money or in kind from third parties as an inducement or reward for any act or in connection with any matter or business transaction undertaken by or on behalf of Goodman. All Directors and employees must exercise extreme care when giving or receiving business related gifts and are requested to disclose any such gifts. Whether a gift may be accepted or given will depend upon a number of factors including:
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the monetary value of the gift; |
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the circumstances surrounding the giving or receiving of the gift; and |
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whether the gift could be perceived as being unreasonable, excessive or imposing a right on the giver or an obligation on the recipient. |
Dealing with public officials
Goodman is committed to conducting all of its business in accordance with all applicable laws and regulations and in a way that will maintain and enhance its reputation in the market. One aspect of this commitment is that Goodman behaves in a professional, honest and responsible manner and avoids any conduct which may be considered to be corrupt or contrary to good corporate ethics. It prohibits any activity that seeks to bribe, corrupt or otherwise improperly influence a public official in any country to act (or omit to act) in a way that differs from that official’s proper duties, obligations and standards of conduct.
Copies of these policies are available on Goodman’s website.
Group Employee Handbook
The Handbook is a guide for employees about their obligations and entitlements as employees of Goodman. The rules and policies in the Handbook apply to all employees globally. The Handbook covers matters such as diversity, remuneration, insurance, presentation, leave, performance management, grievance handling, substance abuse, internet/email usage and disciplinary proceedings. The Handbook is regularly reviewed and updated by the General Manager, Human Resources.
Occupational Health and Safety (OH&S) Manual
Goodman recognises its obligations under the OH&S legislation and is committed to the implementation and proper management of appropriate risk management procedures to protect the safety of its employees, contractors, customers and visitors. Goodman’s commitment to OH&S extends to all facets of its business with the overall responsibility for OH&S resting at the highest level of management and the Board. However, every employee is also required to comply with the OH&S Manual and to perform all duties in a safe and responsible manner. Goodman has developed and implemented an OH&S management programme and conducts induction training for contractors at its properties.
Each of the documents above, other than the Employee Handbook and OH&S Manual, is available to Securityholders on Goodman’s website. The Employee Handbook and OH&S Manual are available to all employees through Goodman’s intranet.