SHARE TRADING POLICY Asciano Limited

Transcription

1 SHARE TRADING POLICY Asciano Limited ABN

2 UPDATES 4 June 2007 Adopted by the Board 22 July 2008 Reviewed and minor amendments made 22 September 2009 Reviewed and minor amendments made 25 October 2010 Reviewed and amendments made 24 October 2012 Reviewed and amendments made Share Trading Policy 1

3 Asciano Limited SHARE TRADING POLICY 1. Introduction This Policy sets out the circumstances in which Directors, Senior Executives and employees of the Asciano Group may deal in Company Shares or enter into transactions in Associated Products. The Company expects Directors, Senior Executives and other employees of the Asciano Group to comply with the insider trading provisions of the Corporations Act at all times. 2. Objectives The objectives of this Policy are to: (a) assist Directors, Senior Executives, employees and their Associates in complying with their obligations under the insider trading provisions of the Corporations Act; (b) ensure that Directors, Senior Executives, employees and their Associates adhere to high ethical and legal standards in relation to their investments in Company shares and Associated Products; (c) reduce the likelihood that investments of Directors, Senior Executives, employees and their Associates may, or may be perceived to, conflict with the interests of the Company and other shareholders; and (d) protect the reputation of the Company. 3. Definitions For the purposes of this Policy: (a) "Asciano Group" means the Company and each of its subsidiaries and for the purpose of this Policy includes Patrick Autocare Pty Ltd; (b) "Associated Products" means products which operate to limit the economic risk of holding the Company's shares; (c) Associate means: i. a spouse or defacto of a Director or Senior Executive; ii. a parent or child of a Director or Senior Executive; Share Trading Policy 2

4 iii. a family company (being a company in which a Director or Senior Executive s spouse or child or family trust are shareholders), if the Director or Senior Executive is a director, shareholder or an adviser; iv. family trusts where the Director or Senior Executive is a trustee, beneficiary or a director of a trustee or an adviser; or v. family members who are likely to act on the Director or Senior Executive s instructions or advice in relation to the purchase or sale of Company shares. Where a Director or Senior Executive does not have any ability to control, direct or advise a family company or a trustee or manager of a family trust, then the relevant entity is not an Associate ; (d) "Company" means Asciano Limited; (e) "Company Shares" includes shares, debentures (including convertible notes), options and rights over shares issued by the Company, derivatives and any other financial product with respect to the Company or its securities able to be traded on ASX or another stock exchange, whether or not such securities are created by the Company or issued or created by third parties; (f) to "deal" in Company shares means to apply for, acquire or dispose of Company shares, or enter into an agreement to do any of those things; (g) "Directors" means directors of the Company; (h) LTI Plan means the Asciano long term incentive plan, as updated and notified from year to year to participating Senior Executives; (i) to "procure" another person to deal in Company shares includes inciting, inducing or encouraging a person to deal or not deal in Company shares; (j) "Senior Executives" means (for the purpose of this Policy): i. the Managing Director, his direct reports (including Divisional General Managers) and each of their direct reports; ii. iii. to the extent not included in (i) above, all other employees that are categorised as Level A, B or C within the corporate function of the Asciano Group; and other employees nominated by the Company Secretary from time to time as a person to whom this Policy applies (and who are notified accordingly). whether employed by the Company or another member of the Asciano Group. 4. General policy for dealing in Shares 4.1 Prohibited conduct If you possess inside information relating to the Asciano Group, you must not: (a) deal in Company Shares; or Share Trading Policy 3

5 (b) procure another person (including an Associate) to deal in Company Shares; or (c) directly or indirectly communicate the inside information to another person (including an Associate) who you believe is likely to deal in Company Shares in any way or procure a third person to deal in the Company Shares. This is the prohibition against insider trading in the Corporations Act. An explanation of some of the key terms used above is provided in section 4.2 below. Additional restrictions on dealing apply to Directors and Senior Executives are set out in section 5 below. 4.2 Inside Information Information is inside information if: (a) it is not generally available; and (b) it may have a material effect on the price or value of Company Shares; and (c) the person who holds the information knows, or ought reasonably to know, that the information is not generally available and, if it were, it might have a material effect on the price or value of Company Shares. Information is considered generally available if: (a) it can be easily observed; or (b) it has been released to the ASX, published in an Annual Report or prospectus or is generally available to the investing public and a reasonable time has elapsed since the information was communicated; or (c) it may be deduced, inferred or concluded from the above. Information would be likely to have a material effect on the price or value of Company Shares if the information might influence persons who commonly acquire shares in deciding whether or not to acquire or dispose of Company Shares. It is not possible to list all types of information that may be material however the following would likely be considered to have a material effect on the price or value of Company shares: a change in financial forecasts or expectations; an actual or proposed takeover, merger or acquisition; major or material purchases or sales of assets; entering into or terminating a significant contract an actual or proposed change to capital structure; and significant litigation involving the Company or any member of the Asciano Group. Share Trading Policy 4

6 5. Additional requirements for Directors and Senior Executives In addition to observing the general prohibition on insider trading, as outlined in section 4, Directors, Senior Executives and their Associates are also subject to the following additional requirements. 5.1 Blackout Periods Given the heightened risk of actual or perceived insider trading, the Board has determined that Directors, Senior Executives and their Associates are prohibited from dealing in Company Shares during the following periods (Blackout Periods), except as set out in 5.2 and 5.5 below: (a) between 1 January and one trading day following the release of the Company s half yearly accounts to the ASX; and (b) between 1 July and one trading day following the release of the Company s annual accounts to the ASX. In addition to these set periods, the Board or Managing Director may, from time to time, declare any other period to be a Blackout Period for the purposes of this Policy. The Company Secretary will notify the Directors and Senior Executives of the precise opening and closing date of each Blackout Period. 5.2 Dealing at other times Before dealing in Company Shares (ie outside of the Blackout Periods listed in section 5.1), Directors, Senior Executives and their Associates must, using the form contained in Annexure 1 to this Policy, seek clearance as follows: (a) a Director (including the Managing Director) must inform and receive approval from the Chairman prior to undertaking a transaction; and (b) the Chairman must inform and receive approval from the Chair of the Audit and Risk Committee prior to undertaking a transaction; (c) all Senior Executives must inform and receive approval from their one up Manager prior to undertaking a transaction Once approval has been obtained as outlined in this clause, the completed form must be forwarded to the Company Secretary for clearance prior to any transaction being undertaken. A request for clearance from the Company Secretary to deal in Company Shares will generally be answered within 48 hours. Once clearance is granted, the trading must occur within 5 business days otherwise it will no longer have effect. 5.3 Notification to Company Secretary Following the completion of a trade in Company Shares, Directors, Senior Executives and Share Trading Policy 5

7 their Associates must immediately notify the Company Secretary of completion of the dealing in Company Shares using the Form contained in Annexure 2 to this Policy., This requirement is in addition to the requirement to obtain clearance to trade in accordance this Policy. 5.4 Notification to the ASX Following notification from a Director that they have completed dealing in Company Shares the Company Secretary will arrange for all necessary notifications to be made as required by law. 5.5 Exception to Prohibition on Trading during Blackout Periods In some circumstances, clearance to trade during a Blackout Period may be granted by the CEO to a Senior Executive or by the Chairman to a Director. Granting of such clearance is entirely discretionary and may only be permitted in rare and exceptional circumstances such as a severe and pressing financial commitment that cannot otherwise be satisfied or where there is a legal obligation to sell or transfer Company Shares. The Form contained in Annexure 3 to this Policy should be used to obtain clearance. 5.6 Participation in distribution reinvestment plans etc Directors, Senior Executives or their Associates may at any time: (a) subscribe for Company Shares offered under a disclosure document (eg. a prospectus); (b) acquire Company's Shares by conversion of an instrument giving a right of conversion to ordinary shares (eg. rights or options) - but may not deal with any of the shares received upon conversion other than in accordance with this Policy and the insider trading provisions of the Corporations Act; (c) acquire Company Shares under a bonus issue made to all holders of shares of the same class; (d) acquire Company Shares under a share purchase plan made to all holders of shares of the same class; and (e) acquire Company Shares under a distribution reinvestment plan that is available to all holders of shares of the same class. 5.7 Employee equity plans As a consequence of a specific exemption from the insider trading provisions, Directors and Senior Executives may at any time: (a) apply for or acquire Company Shares under an employee equity plan; or (b) exercise options acquired under an employee equity plan to acquire Company Shares but may not sell any of the shares received upon exercise of the options other than in accordance with this Policy and the insider trading provisions of the Corporations Act. Share Trading Policy 6

8 5.8 Prohibited dealings Directors, Senior Executives who are direct reports to the Managing Director and their Associates are prohibited from: (a) entering into any schemes, arrangements or transaction that protect the value of Company Shares allocated to them under a LTI Plan while they are unvested or subject to any restrictions on dealing; (b) using Company Shares as collateral in any financial transaction, including margin loan arrangements; (c) engaging in any stock lending arrangements in relation to Company Shares; and (d) buying and selling (or otherwise dealing) in Company Shares on a short-term trading basis (being within a 3 month period). 6. Shares in other companies Directors, Senior Executives, employees and their Associates cannot deal in shares of other companies if they possess inside information or price sensitive information in relation to that other company. Through work undertaken for the Asciano Group, Directors, Senior Executives, employees and their Associates may become aware of price sensitive information relating to customers, contractors or joint venture partners of the Asciano Group. For example, if a Director, Senior Executive, employee or their Associate knows that the Company is about to sign a significant and material agreement with another company, they must not buy either Company Shares or shares in the other company. 7. Compliance Procedures will be established by the Audit and Risk Committee to promote compliance with this Policy. Compliance with this Policy by Directors, Senior Executives and their Associates will be reviewed. Non-compliance with this Policy may result in disciplinary action, including dismissal from employment in serious cases. Breach of the insider trading laws may also result in the imposition of significant fines and /or imprisonment. 8. Further Information Directors and employees should read this Policy carefully and familiarise themselves with the policy and procedures detailed in it. If you have any questions on the Policy, or require further information, contact the Company Secretary. 9. Board Review The Board will review this Policy annually and the Company Secretary will communicate any amendments to employees as appropriate. Share Trading Policy 7

9 Annexure 1 Form to obtain Clearance to Trade in Non Blackout Period Share Trading Policy 8

10 REQUEST FOR CLEARANCE TO TRADE (OUTSIDE OF BLACKOUT PERIODS) (to be completed prior to all dealings) Name of Director / Senior Executive Contact no I advise that, I intend to trade in the following securities: Securities No (or value) of Securities [Ordinary shares] In submitting this request for clearance to trade in the indicated securities and manner detailed, I acknowledge that: I am not in possession of any price-sensitive information regarding that security. I will not trade in the securities until I receive confirmation from the Company Secretary that I may so trade. If confirmation is received I will be entitled to trade for a period of 5 business days. After this time, approval will lapse and further approval will be required. Signature Date Approval (to be completed by One up Manager, Chairman or A&RC Chairman as required) I confirm that I am not aware of any reason why the proposed trading should not proceed: Signature Date Share Trading Policy 9

11 Confirmation (to be completed by Company Secretary or delegate) I hereby confirm that there is no known reason to preclude the proposed trade. Signature Date Note: a request for clearance will generally be answered within 48 hours Share Trading Policy 10

12 Annexure 2 Form to advise of completion of Trade Share Trading Policy 11

13 NOTIFICATION OF TRADE (to be completed after dealings and returned to the Company Secretary) Name of Director / Senior Executive Contact no I confirm that, prior to the trade referred to in this Notification: I received Confirmation from the Company Secretary for the trade in response to my submitting a Request for Clearance to Trade; the relevant trade occurred within 5 business days of receiving such Confirmation. Details of the trade: Date of Transaction Acquisition or Disposal No of securities Consideration Details of buyer or seller (if not in name of Director / Senior Executive) Signature Date Share Trading Policy 12

14 Annexure 3 Form to obtain Clearance to Trade in Blackout Period Share Trading Policy 13

15 REQUEST FOR CLEARANCE TO TRADE (WITHIN A BLACKOUT PERIOD) ATTENTION: CHAIRMAN/CEO (this will be treated with the highest confidentiality) (to be completed prior to any dealing) Name of Director / Senior Executive Contact no I advise that I wish to seek special clearance for trading in Asciano securities during a blackout period. The following exceptional circumstances lead to this request being made: Subject to being advised by the CEO/Chairman and the Company Secretary that there is no known reason to preclude the trade, I intend to trade in the following securities: Securities No (or value) of Securities In submitting this request for clearance to trade in the indicated securities and manner detailed, I acknowledge that: I am not in possession of any price-sensitive information regarding that security. I will not trade in the securities until I receive confirmation from the Company Secretary that I may so trade. If confirmation is received I will be entitled to trade for a period of 5 business days. After this time, approval will lapse and further approval will be required. Signature Date Share Trading Policy 14

16 Confirmation (to be completed by Company Secretary) I hereby confirm that there is no known reason to preclude the proposed trade. Signature Date Note: a request for clearance will generally be answered within 48 hours Share Trading Policy 15