Corporate Governance

Code Of Conduct

Purpose | Code of Ethics | Director’s Duties | Compliance | Review

1. PURPOSE OF CODE

The reputation and integrity of the AHC Limited (“AHC “ or “Company”) will only be maintained if every officer and employee observes the highest standards of behaviour when engaging in corporate activity.

The Company wishes to maintain a reputation for integrity and industry best practice.  The Company’s reputation for integrity is a competitive advantage that it is essential to maintain.

The Board of Directors (“Board”) of the Company has therefore adopted this Code of Ethics and Conduct (“Code”) which sets out the standards with which all officers and employees are expected to comply when representing the Company.

Under the Code, all officers and employees are required to:

  1. comply with the law; and
  2. act honestly and with integrity; and
  3. not place themselves in situations which result in a conflict of interest; and
  4. use the Company’s assets responsibly and in the best interests of the Company; and
  5. be responsible and accountable for their actions; and
  6. commit to the shareholders and the community and earn the trust of shareholders, customers, suppliers and the community; and
  7. commit to healthy and safe work practices; and
  8. apply equal opportunity standards in employment and in the workplace
  9. carry on our business activities in an environmentally responsible manner, and
  10. protect confidential information.

2. CODE OF ETHICS

We, the officers and employees of the company, set for ourselves the following standards of conduct in our relationship with each other, our employer and with all those with whom we deal in our work.

When representing the Company our objective is to comply with the following standards:

2.1 COMPLIANCE WITH ALL LAWS

Our objective is to seek to know and understand the laws which affect or relate to our activities.

We:

  1. will comply with the laws and government regulations or standards of each country in which we are operating; and
  2. will not do anything or omit to do anything which may breach any law; and
  3. will not act outside of our authority; and
  4. will notify our supervisor of any failure to comply with any law; and
  5. recognise that legal compliance is the collective responsibility of all of the Company’s officers and employees.  We will report any breaches of the law by anyone as soon as we become aware of them.
2.2 HONESTY AND INTEGRITY

We recognise the need to act honestly and with integrity, which for us, means:

  1. doing the right thing and behaving properly and professionally; and
  2. acting with due regard to the interests of the Company, its employees, customers, suppliers and shareholders; and
  3. providing honest, accurate and complete information to anyone we deal with and not engaging in misleading or deceptive conduct or falsely or wrongly withholding information; and
  4. not making any promises or commitments which the Company does not intend to meet; and
  5. treating all persons with dignity and not discriminating on the basis of age, sex, race, religion, sexual orientation, political opinion or other personal differences; and
  6. recognising that we operate in a country with many different laws, customs and business practices.  However we must not compromise the principles embodied in the Code.  Honesty is valued in every culture.
2.3 AVOIDANCE OF CONFLICTS

We will endeavour to not place ourselves in situations which result in divided loyalties.

For us, divided loyalties may arise:

  1. when our private interests conflict directly or indirectly with our obligations to the Company; or
  2. when we receive benefits (such as gifts or entertainment) from the person doing or seeking to do business with the Company which could be seen as creating an obligation to someone other than the Company; or
  3. when we act in ways which may cause others to question our loyalty to the Company.

Should such a conflict arise or benefit be received, we will make full disclosure to the Company.

2.4 RESPONSIBLE AND HONEST USE OF ASSETS

We will endeavour to use the Company’s assets (including funds, equipment and information) responsibly and in the best interests of the Company.

We believe that:

  1. using the Company’s assets (such as equipment or stores) other than for the Company’s business purposes or interests is unacceptable; and
  2. using the Company’s funds to provide excessive benefits (such as gifts or entertainment) for ourselves or others is unacceptable.

We intend to respect the proprietary character of the Company information and not disclose confidential information without proper authorisation.

2.5 RESPONSIBILITY AND ACCOUNTABILITY FOR ACTIONS

We must be responsible and accountable for our actions.

We take responsibility for:

  1. the way in which we perform our functions; and
  2. honestly and fully reporting the results of our actions

For us, accountability means we accept responsibility for and will be judged by our actions.

2.6 COMMITMENT TO SHAREHOLDERS AND THE COMMUNITY

We acknowledge and endorse the expectation that funds of shareholders will be used in a manner that results in the best possible return.  In achieving this aim, we will undertake our duties with honesty, integrity, due care, skill diligence and to the best of our abilities.

We recognise that in order to grow and achieve success, we must earn the trust of our customers, suppliers, communities and shareholders by being open and communicative.

2.7 HEALTHY AND SAFE WORK PRACTICES

Our goal is to provide a safe and healthy work environment so as to protect the health and safety of all employees, contractors, customers and the community generally.

In ensuring health and safety, we are to:

  1. comply with all relevant statutory obligations; and
  2. provide adequate resources to establish and maintain safe systems of work;
  3. maintain health and safety competency and integrate health and safety requirements into every aspect of our business;
  4. ensure all incidents are reported and thoroughly investigated with a view to preventing similar injury occurring;
  5. ensure that all relevant contracts and agreements entered into require compliance with the applicable occupational health and safety legislation.
2.8 EQUALITY IN THE WORKPLACE

We seek to develop a diverse workforce and provide a workforce in which everyone is treated fairly and with respect.  Merit is the preliminary basis of employment with AHC Limited. All employees and applicants for employment should be treated and evaluated according to their job-related skills, qualifications, abilities and aptitudes only.  Any decision based on characteristics such as gender, age, race, religion, marital status, sexual preference or political belief may constitute discrimination and will not be tolerated.

Active discrimination and harassment in the workplace in any form is unacceptable.

2.9 ENVIRONMENTAL RESPONSIBILITIES

We seek to carry out all of our business activities with due regard to the protection of the environment.  We will act in a manner which is environmentally responsible.

2.10 CONFIDENTIALITY

We will respect the privacy of others and comply with our privacy obligations.  It is our responsibility to:

  1. keep confidential information given to AHC Limited by its customers, employees or business associates or others; and
  2. not disclose or use confidential information given to AHC Limited for any kind of personal gain or for the gain of others such as friends, relatives or business associates; and
  3. only use or access confidential information for authorised work related purposes.

3 DIRECTOR’S DUTIES

In addition to our duties contained in clause 2 of this Code, in our capacity as Directors of the Company, we will:

  1. perform our duties to the Company in good faith and in the best interests of the Company and for proper purpose; and
  2. act with care and diligence, demonstrating commercial reasonableness in our decision making and with the level of skill and care expected of a director of a publicly listed company: and
  3. act for the benefit of the Company at all times; and
  4. not make improper use of information gained through our position as Director of the Company; and
  5. not take improper advantage of our position as Director of the Company; and
  6. notify other Directors of a material personal interest when a conflict arises; and
  7. make reasonable inquiries if relying on  information or advice provided by others; and
  8. undertake any necessary inquiries in respect of delegates; and
  9. commit to the corporate governance principles of the Company; and
  10. not use the name of the Company to further any personal or other business transaction.

4. COMPLIANCE

4.1 Responsibility for monitoring compliance

All officers and employees of AHC Limited are responsible for ensuring their individual compliance with this Code.

Your supervisor is responsible for helping you to comply with this Code and should be your first contact to clarify any concerns you may have about its application.

If a situation arises where you find it hard to report or to discuss a concern with your supervisor or your supervisor is not able to provide you with a satisfactory response, you should then contact the Chief Executive Officer or the Chairman of the Board who will clarify your concerns.

4.2 REPORTING INSTANCES OF NON-COMPLIANCE

All instances of non-compliance with this Code are to be reported in the first instance: Back To Top

  1. to the Chief Executive Officer, if the non-compliance is by the employees; or
  2. to the Chairman, if the non-compliance is by the Directors.

Instances involving non-compliance which constitute a serious breach of this Code include any conduct or events involving impropriety which;

  1. has the prospect of being a material breach of the law; or
  2. may have a serious business impact on AHC Limited; or
  3. may seriously compromise the reputation of AHC Limited

Where appropriate, the Chief Executive Officer or the Chairman should refer the report of serious non-compliance to the Audit and Risk Management Committee.

4.3 CONSEQUENCES OF NON-COMPLIANCE

AHC Limited is committed to ensuring that all officers and employees of AHC Limited comply with the Code.

All instances of non-compliance with the Code are treated seriously by AHC Limited and may result in AHC Limited taking disciplinary action, including dismissal or removal of the person or persons concerned.

5  REVIEW

The implementation of this Code will be reviewed and assessed by the Board each year.

Officers and employees of AHC Limited are encouraged to report any difficulties or challenges encountered by them in complying with the Code to the Chief Executive Officer who will then bring it to the attention of the Board.

This will assist in the evaluation of the Code and highlight any areas that may require amendment or additional guidance.