Board and Corporate Code of Conduct

Transcription

1 Board and Corporate Code of Conduct

2 Table of Contents 1. OBJECTIVE SCOPE DEFINITIONS AND INTERPRETATION POLICY STATEMENT... 3 BOARD AND EXECUTIVE... 3 Principles... 3 General Obligations of Directors... 3 Confidential Information... 4 Conflicts Of Interest... 4 General... 4 Register of Interests... 4 Declaration of a conflict of interest... 4 Voting on matters relating to a material interest... 5 Directors with a Business Relationship with People s Choice... 5 CORPORATE CONDUCT... 5 GIFTS... 6 Unacceptable Gifts... 6 Acceptable Gifts and Approval Limits... 6 Distribution of a Gift... 8 Refusal of a Gift... 8 Giving of Gifts RESPONSIBILITIES... 9 Breaches OBJECTIVE 1.1 The objective of this Code of Conduct is to ensure that each People s Choice Director, manager, employee, and contractor: is aware of, and acts according to, their duties and responsibilities as Directors and employees of People s Choice; and is not in the performance of his or her duties influenced by, or perceived to be influenced by, inducements from third parties; or does not seek to, or give the perception of seeking to, improperly influence the decision-making processes of other organisations or individuals. 1.2 This Code of Conduct aims to ensure that the highest ethical standards, corporate behaviour and accountability is maintained in accordance with the policies and procedures of People s Choice and in compliance with relevant legislative requirements and any obligations under common law. 2. SCOPE 2.1 This Code of Conduct applies to all Directors and employees and is intended to act as a guide to assist in the meeting of their legal and moral obligations. It is in addition to and complements Directors and Officers existing obligations under common law, the Corporations Act and any other legislation. Nothing in this Code of Conduct will act to reduce or diminish Directors responsibilities under law, nor reduce any remedy for a breach of those responsibilities.

3 2.2 The following standards of conduct are to be applied in managing the relationships between People s Choice colleagues and all other persons with whom People s Choice deals including members, clients, alliance partners, and suppliers. 2.3 This policy does not apply to any product-related concessions, such as fee discounts or negotiated rates, given by People s Choice staff in the normal course of business and consistent with relevant delegations. 3. DEFINITIONS AND INTERPRETATION 3.1 A person has a conflict of interest when they are in a position of trust on behalf of others (persons, institutions etc) and have interests or obligations of the sort that might interfere with the exercise of their judgment, and which they are legally or morally required to avoid or openly acknowledge. 3.2 Fiduciary duty describes the duties of loyalty, disclosure, confidentiality, obedience, reasonable care and diligence that are required by law of any agent relative to their principal. 3.3 A person acts in good faith when they demonstrate an honest faith, an absence of malice and an absence of a desire to defraud in their behaviour. 3.4 People s Choice means Australian Central Credit Union Ltd trading as People s Choice Credit Union and where the context permits, any subsidiary companies. 3.5 Contractor means a person contracted to undertake a role at People s Choice on a temporary or fixed term basis. References to employees or staff in this document include such contractors. 3.6 Gift means a gift, fee, reward, or benefit of any kind (including any release from an obligation) and includes any of the following: entertainment and hospitality tickets to the theatre, cultural events, sporting and other events corporate offers of transportation, accommodation, tickets, meals, and functions conference transportation, accommodation and fees prizes, including prizes won at industry events or conferences. Prizes awarded as a result of work related achievement are not captured by the definition of Gift any other valuable consideration that might compromise integrity. 3.7 Soft Dollar Benefit means any benefit received by People s Choice or its representatives which may not necessarily be in the form of monetary payments which because of the nature of the benefit or the circumstances in which it is given could reasonably be expected to influence the choice of financial product or influence the financial product advice given by People s Choice or representative to retail clients. Soft Dollar Benefits may typically consist of, but are not limited to, the following: Free tickets to events; Free goods or services; and Free vouchers for value; 3.8 Approving Officer means for a gift offered to or by: the Chair of the Board - the Chair of the Audit Committee

4 3.8.2 any other Director or the Managing Director/Chief Executive - the Chair of the Board any other employee - refer to the table set out at paragraph POLICY STATEMENT BOARD AND EXECUTIVE Principles 4.1 Directors owe a fiduciary duty to People s Choice, requiring them to act honestly and in the utmost good faith and in keeping with People s Choice s Purpose, Values, and Vision. 4.2 Directors must not use their position to advance their personal interests or the personal interests of others. 4.3 Directors are individually responsible for their own views and decisions and collectively responsible for Board decisions. They are not representatives of any external interests but rather must represent the interests of People s Choice as a whole. General Obligations of Directors 4.4 Directors must at all times apply a reasonable degree of care, skill and diligence in the performance of their duties. They must exercise an active discretion in all matters under consideration, and take such other steps in the context of, and within the processes of, the Board that are reasonably necessary to enable them to make conscientious and informed decisions. 4.5 Directors are to provide leadership and strategic directions that add value to the operations of People s Choice. 4.6 Only the Chair or the Managing Director/Chief Executive has authority to speak to media or a public forum regarding any strategic matter. The Managing Director/Chief Executive is the media or public forum spokesperson for all other matters relating to People s Choice wide issues, major announcements and industry issues. 4.7 Directors will not publicly criticise the staff of People s Choice. Any concern regarding the management or administration of People s Choice must be raised first with the Chair, who will undertake appropriate investigation and determine whether the matter should be referred to the full Board and/or whether any staff should be present during discussion of the matter. 4.8 Directors will not, in their role as a Director, instruct any staff member (other than the Corporate Secretary) of People s Choice, except where they reasonably believe that the instruction is needed to prevent an illegal act that is imminent, and the instruction is immediately reported to the Chair or the Managing Director/Chief Executive. 4.9 Directors may request, through the Managing Director/Chief Executive, that preparatory work be undertaken for any Board or Committee meeting. The Managing Director/Chief Executive may refer any such requests to the Chair of the Board Directors must advise the Managing Director/Chief Executive and/or the Chair of any matter that has come to their attention that could materially impact on People s Choice s activities or reputation Directors must not exercise their powers other than for the proper purpose for which they were conferred, and in the best interests of People s Choice.

5 Confidential Information 4.12 Directors must not use confidential information gained through their position in the conduct of their personal affairs. However, Directors may use information that is available to all members Directors will not seek or use confidential information or documents from People s Choice other than for the conduct of their duties as Directors. If a Director is in doubt about the confidential nature of a piece of information, they must refer the matter to the Chair who will determine whether an item is confidential. In so doing, the Chair must take a prudent and cautious view about what items may be confidential. Directors will treat all decisions and matters as confidential until otherwise determined by the Board. Decisions that the Board determines need not remain confidential may be disclosed at the discretion of individual Directors In relation to all matters (whether determined by the Board to be treated as confidential or not), Directors will not comment publicly about discussions at Board or Board Committee meetings nor about the votes cast by individual Directors. Even when a decision has not been supported unanimously (for example, where the minutes record a Director s dissent) the confidentiality provisions above still apply. Conflicts Of Interest General 4.15 Although the Corporations Act requires disclosure of a conflict of interest only when a Director has a Material Personal Interest in a matter, Directors will adopt a conservative approach in considering whether a conflict of interest exists and, when in doubt, will assume that there is, or may be, a conflict and act accordingly. Register of Interests 4.16 Directors, Chiefs of Divisions and General will annually disclose to the Corporate Secretary (for consideration by the Corporate Governance Committee) in writing their involvement with other organisations, with suppliers, or any other association that might produce a conflict of interest. The nature of how a conflict may arise from the involvement is to be included in the disclosure, unless it is apparent from the disclosure what the conflict would be The Corporate Secretary will provide a standard form of disclosure to be used for the purposes of this Code to Directors and Executive level managers Unless specified otherwise, disclosure information will be available to all Directors on request. Declaration of a conflict of interest 4.19 In addition to any standing disclosure, Directors are required to make a specific statement of any material interest in any matter that is the subject of Board deliberations. In doing so a Director may: inform the Board of a potential conflict of interest in a matter which, in the view of the Director, does not constitute an actual conflict of interest seek the advice of the Chair, Managing Director /Chief Executive or Board as to whether any particular situation constitutes a conflict of interest.

6 4.20 Detail of the Director s statement of a material interest must be recorded in the minutes of the next meeting or the minutes of the meeting at which the item is being declared. Voting on matters relating to a material interest 4.21 A Director who has a material interest in a matter that is being considered at a Board and/or Board Committee meeting that must be disclosed to the other Directors must not be present when the matter is being considered at the meeting or vote on the matter Notwithstanding the requirements of paragraph 4.21, a Director who has a material interest in a matter being considered by the Board and/or Board Committee may be present and vote on the matter if the Board passes a resolution: identifying the Director, the nature and extent of the Director s interest in the matter and its relation to the affairs of People s Choice; and stating that the Directors are satisfied that the interest should not disqualify the Director from being present and/or voting If a Director declares an interest on a matter being considered by circular resolution, the Corporate Secretary will, if required, arrange for an additional circular resolution as identified at paragraph If the Board forms the view that a Director has a conflict of interest in a particular matter and this has not been disclosed or otherwise dealt with in accordance with this Code, and/or the Director does not agree to refrain from further participation in the matter then that Director will be considered to be in breach of this Code and the matter will be dealt with accordingly as set out below. Directors with a Business Relationship with People s Choice 4.25 People s Choice will not provide any preferential treatment for any business relationship between it and an individual Director (or with an associated company or organisation). Such relationships will be treated in the same way as any other business relationship on the proviso that: full details of any such relationship are reported to the Board before the commencement of the relationship, and before any significant change in the arrangements. CORPORATE CONDUCT 4.26 In the protection of members interests and in the exercise and discharge of powers and duties, Directors and employees of People s Choice must at all times: act honestly, in good faith and in the best interests of People s Choice undertake responsibilities with due care, diligence and competency use information acquired by virtue of their position properly and not seek to gain an advantage for themselves or any other person adopt high standards of integrity, professionalism and accountability, and not use their position to gain an advantage for themselves or any other person

7 ensure that any personal or financial interests, or the interests of any other person do not conflict with the performance of duties or the interests of People s Choice keep confidential information secure and only discuss such information with persons that have the appropriate authorisation conduct themselves in a manner that reflects positively on People s Choice s image and not adversely impact People s Choice s performance. GIFTS 4.27 It is essential that the integrity of individuals is never compromised and that no person or organisation is, or is seen to be, improperly influencing any of the decision-making processes of People s Choice People s Choice allows the giving and receiving of gifts that fall within ethical business practices All individuals will exercise judgment in determining whether the receipt of a gift could be viewed as an inducement that could place them under an obligation to the donor or places them at risk of compromising their position. Unacceptable Gifts 4.30 An unacceptable gift includes anything that may provide, or is reasonably likely to be perceived as providing, incentive for a Director or employee to make a decision (including seeking the services of a particular company) which would not normally be made The giving of, or acceptance of, monetary gifts such as cash, cheques, vouchers, money orders, travellers' cheques or direct deposits is strictly forbidden. In the event that one of these gifts is received, the Approving Officer is to be immediately notified to determine the appropriate action to be taken. The outcome is to be recorded in the Corporate Gifts register Extra care must be taken by an individual who is aware that the benefit is being offered by a supplier who is in the process of tendering for, or renewing a contract for, the supply of goods or services to People s Choice. When any gift from such a supplier is offered, permission is to be sought from the relevant Approving Officer. Acceptable Gifts and Approval Limits 4.33 Gifts may be accepted when it is quite clear the gift is not given or received with the intent of influencing an individual. When a gift is able to be accepted, and is reasonably believed to have a value greater than $250, it is to be recorded in the Corporate Gifts register If there is any doubt as to the value or intention of a gift, the relevant Director or staff member will refer the matter to the relevant Approving Officer In addition to the above, where staff are offered a gift or benefit above the self-assessment limits described below, approval will be sought from the relevant Approving Officer prior to accepting the gift or benefit. Offers of gifts to a Director will be self-assessed by the Director, who will exercise appropriate discretion as to when to seek advice or approval from their relevant Approving Officer.

8 Approving Officers and Limits Individuals Gift Recipient Approving Officer and Limit Managing Director / Chief Executive Chiefs of Divisions and General Senior All other staff Financial Planning Department Staff* Senior Manager* * All other staff* Self Assess $1,000 $500 $250 $150 $100 Chair of the Board >$1,000 Managing Director / Chief Executive >$500 Chiefs of Divisions and General $500 Every offer of Soft Dollar Benefit Senior Manager $250 Every offer of Soft Dollar Benefit *Approval of every offer of a Soft Dollar Benefit to a Financial Planning staff member must be sought from the staff member s direct manager prior to acceptance of the offer. A maximum of $300 of benefits per item or per provider in any one year from all providers may be accepted by any one Financial Planning staff member. Individual items will be subject to an infrequent or irregular test for identical or similar benefits. For more information in relation to the acceptance of Soft Dollar Benefits, refer to POL Manager $150 Every offer of Soft Dollar Benefit

9 Group Gift Recipient Approving Officer and Limit A group of 2 or more including: Self Assess Chair of the Board Managing Director / Chief Executive Chiefs of Divisions and General Senior Manager Manager Managing Director / Chief Executive $2,000 >$2,000 Chiefs of Divisions and General $1,000 >$1,000 Senior $500 $1,000 $300 $500 All other staff $200 $300 Distribution of a Gift 4.36 The Approving Officer may decide whether a gift or benefit is to be retained by the intended recipient, divided amongst the recipient's co-workers, given to a charitable organisation or disposed of otherwise. Refusal of a Gift 4.37 If it is clear the gift is not able to be accepted, the individual will politely refuse the gift, explaining that it is against People s Choice policy for them to accept it Where a gift valued at more than $250, or offered during a contract review/tender process, is refused; it is to be recorded in the Corporate Gifts register as offered and refused. Giving of Gifts 4.39 Individuals will not improperly influence the decision-making processes of other organisations or individuals Where a gift that is proposed to be offered by People s Choice is reasonably believed to have a value greater than $250: approval from the relevant Approving Officer must be sought prior to the gift being offered; and if approved, the gift must be recorded in the Corporate Gifts register

10 5. RESPONSIBILITIES 5.1 All Directors and employees will familiarise themselves with, and adhere to, this Code of Conduct. 5.2 It is the responsibility of every Director to ensure that any relevant changes to their circumstances in relation to potential conflicts of interest are advised to the Board. 5.3 The Corporate Secretary will maintain records of all Directors declarations of interests. 5.4 The Corporate Secretary will circulate changes to all other Directors at the next Board meeting; on a regular basis, being at least annually; and on the appointment of a new Director. 5.5 Any individual, who receives or offers a gift, is to determine if the gift is allowable, whether approval is required, and if it needs to be recorded in the Corporate Gifts register. 5.6 When a gift or benefit is referred for approval, the Approving Officer is to consider the following: the type and size of the gift or benefit; the overall relationship which exists between the donor and the recipient of the gift or benefit; whether such a gift or benefit is seen, or is reasonably likely to be seen, as an inducement; and how the gift or benefit is to be distributed. 5.7 The Corporate Secretary will maintain a centralised Corporate Gifts register. It is the responsibility of the person accepting, refusing or giving the gift to advise the Corporate Secretary of the relevant entry to be made in the Corporate Gifts register. 5.8 The Corporate Gifts register is to be made available to any Director on request and will be reported to the Corporate Governance Committee on an annual basis. Breaches 5.9 Breaches of this policy by Directors can fall into several categories, a number of which can be dealt with through normal dealings by the Board or Chair. However, more serious breaches will be dealt with as follows: If a Director or the Managing Director/Chief Executive is advised, or comes to the view, that a breach of this Code of Conduct may have occurred, they must notify the Chair (or the Chair of the Audit Committee in the case that it is alleged that the Chair has breached the Code) The Chair (or Chair of the Audit Committee, as appropriate) will provide notice of the allegation to the Director(s) who will be given 14 days within which to provide a response The Chair (or Chair of the Audit Committee, as appropriate) will undertake investigations as required and report on these to the next Board meeting. The Director(s) alleged to be in breach of the Code will be given the opportunity to respond but will then leave the meeting to allow discussion and decision by the other

11 Directors in order to determine appropriate action within a reasonable time Although the Board does not have the power to remove a Director from office, it will consider any alleged breach and determine appropriate action, including referral to police, APRA and ASIC Breaches of this policy by staff will be dealt with in accordance with relevant staff performance policy.

12 People s Choice Credit Union, a trading name of Australian Central Credit Union Ltd ABN , acts under its own Australian Financial Services Licence (AFSL ) and Australian Credit Licence (ACL ).