PURPOSE OF THIS POLICY

Transcription

1 BACKGROUND Transfield Services Limited (Transfield Services) is a public company, whose shares are listed on the Australian Securities Exchange (ASX). Transfield Services is committed to responsible corporate governance, including ensuring that appropriate processes are in place to promote compliance with insider trading laws. Accordingly, the Board has endorsed this Share Trading Policy as part of Transfield Services and its related entities compliance and governance framework. PURPOSE OF THIS POLICY The purpose of this Policy is to: provide a high level summary on Australian insider trading law on securities. Securities includes shares, options or other securities or financial products issued or created over or in respect of securities (together securities); outline prohibitions on directors, officers, employees, consultants and contractors (Employees for the purpose of this Policy) dealing in Transfield Services securities (and securities of other entities) to prevent the misuse of unpublished information which could materially affect the value of such securities; ensure the reputation of Transfield Services and its Employees is not adversely impacted by perceptions of dealing in securities at inappropriate times; and support market confidence in the integrity of dealings in Transfield Services securities. SOURCES OF OBLIGATIONS The sources of legal and governance obligations behind this Policy include the: Corporations Act 2001 (Cth) (Australia) (Corporations Act), which prohibits insider trading; and ASX Listing Rules and Guidance Note 27 'Trading Policies', which set out the requirements for trading in securities and content of share trading policies of entities listed on ASX. INSIDER TRADING PROHIBITION Under the Corporations Act, a person (including any third parties) who possesses price sensitive information about Transfield Services or its securities (or another listed entity or its securities) is prohibited from engaging in insider trading and must not: buy, sell or otherwise deal in Transfield Services securities (or another entity s securities); advise, procure or encourage another person (such as a family member, friend, family company or trust) to deal in Transfield Services securities (or another entity s securities); or directly or indirectly communicate price sensitive information to any other person and knows or ought reasonably to know that the other person may (or procure another to) use the information to buy, sell or otherwise deal in Transfield Services securities (or another entity s securities). The overriding principle of this Policy is that no person may act in breach of the Corporations Act as outlined above. Page 1 Transfield Services Limited 2014 TMC-0000-LE-0002 (Nov 2014: Rev: 6)

2 SECURITIES OF OTHER COMPANIES The prohibition in the Corporations Act against insider trading applies equally to where price sensitive information is held by a person about another listed entity. For example, where in the course of negotiating a transaction with Transfield Services, another listed entity provides confidential information about itself or another listed entity. Therefore, the insider trading prohibitions detailed above, apply. THE MEANING OF PRICE-SENSITIVE INFORMATION In this Policy, the term price sensitive information means information which: is not generally available to the public; and a reasonable person would expect to have an effect on the price or value of Transfield Services securities (or the securities of another entity). Whether information is likely to have an effect on the price of securities is judged by whether it would affect a reasonable investor s investment decision. Such information may include matters of supposition, matters that are insufficiently definite to warrant being made known to the public and matters relating to the likely intentions of Transfield Services (or another listed entity). Examples of price sensitive information may include, but are not limited to: financial performance; entry into, or termination of a material contract; a material acquisition or sale of assets; an actual or proposed takeover or merger; an actual or proposed change to the capital structure; a proposed dividend or change in dividend policy; and a material claim or any other unexpected liability. DESIGNATED PERSONS Under this Policy, certain persons are deemed to possess price sensitive information by virtue of their position in, or relationship to, Transfield Services and its related entities. Such designated persons are restricted as to when they may deal in Transfield Services securities, whether or not they are in possession of price sensitive information. Designated Persons include: (a) directors, company secretaries and any officer of Transfield Services or its related entities; (b) all participants in the TranShare Executive Performance Award Plan; (c) all employees, contractors and consultants working in Transfield Services corporate offices in North Sydney, Melbourne, Brisbane, Auckland and Houston; (d) any person who by their role or otherwise, becomes aware of price sensitive information that is not generally available to the public, including (but not limited to) Transfield Services board papers; and (e) in relation to the persons identified in (a) (d) above, the following people are also deemed to be Designated Persons: i. their spouse, defacto or their immediate family; Page 2 Transfield Services Limited 2014 TMC-0000-LE-0002 (Nov 2014: Rev: 6)

3 ii. iii. iv. any of their children (including step-children) under the age of 18 years; their nominee, including an investment manager managing funds on their behalf; their employees or consultants; v. a trust of which they, any member of their family, or family controlled company are a trustee or beneficiary; vi. a person in partnership with them or any of their connected persons mentioned in (i)-(iv) above; or vii. a company which they or their family control. RESTRICTION ON DESIGNATED PERSONS TRADING IN TRANSFIELD SERVICES SECURITIES All persons, other than Designated Persons, may deal in Transfield Services securities at any time, if they are not in possession of price sensitive information. Designated Persons must not deal in Transfield Services securities in blackout periods due to the proximity to the release of Transfield Services half-year and full-year financial results or financial outlook statements. Blackout periods occur each year during the: period between the end of Transfield Services half year (31 December) and the announcement of Transfield Services half-year financial results (usually in February of each year); period between the end of Transfield Services full year (30 June) and the announcement of Transfield Services full-year financial results (usually in August of each year); and 14 calendar days before the date of the Annual General Meeting (usually in October of each year). The Chairman may declare other blackout periods from time to time. PRIOR NOTIFICATION AND CLEARANCE PROCESS FOR RESTRICTED PERSONS Key management personnel of Transfield Services and its related entities such as a Director or a direct report to the Managing Director and Chief Executive Officer and the Executive General Manager Compliance and Group Company Secretary (Restricted Persons) who wish to deal in Transfield Services securities outside the blackout periods must first notify the Executive General Manager Compliance and Group Company Secretary who will consult with the Chairman where the Restricted Person is not the Chairman (in the case of the Executive General Manager Compliance and Group Company Secretary notification will be to the Chairman) of the proposed dealing using the Share Trading Notification Form. From time to time, the Executive General Manager Compliance and Group Company Secretary may notify in writing, other Designated Persons of the requirement to comply with the prior notification and clearance process (for example, those involved in material transactions) for a specified period. The proposed dealing must not be entered into until written clearance (in hard copy or electronically via but cannot be solely verbal) has been given by the Executive General Manager Compliance and Group Company Secretary (following consultation with the Chairman where the Restricted Person is not the Chairman), as applicable. Clearance of a Share Trading Notification Form is a compliance monitoring function only, and is not an endorsement of the proposed dealing. The Executive General Manager Compliance and Group Company Secretary advises the ASX of Directors direct and indirect dealings in Transfield Services securities within five business days of the transaction. Page 3 Transfield Services Limited 2014 TMC-0000-LE-0002 (Nov 2014: Rev: 6)

4 TRANSACTIONS EXCLUDED FROM POLICY The restrictions in this Policy on Designated Persons and the requirement for seeking prior clearance to trade by Restricted Persons do not apply to the following transactions: a subscription for Transfield Services securities pursuant to a pro-rata issue; a subscription for Transfield Services securities pursuant to a dividend reinvestment plan or a share purchase plan. However, a person must only elect to participate in such a plan if they are not in possession of price sensitive information at the time of the election and, if they subsequently become in possession of price sensitive information, may not change that election until they are no longer in possession of price sensitive information; a disposal of securities arising under an equal access buy-back; a transfer that results in no change in beneficial ownership; a transaction by a fund (including a superannuation fund) or a scheme where the assets of the fund or scheme are invested at the discretion of an unrelated third party; where a Designated Person is a trustee, a transfer in the securities of Transfield Services by that trust provided the Designated Person is not a beneficiary of the trust and any decision to trade is taken by the other trustees or by the investment managers independently of the Designated Person; an undertaking to accept, or acceptance of, a takeover offer or transfer under a scheme of arrangement; allocation of Transfield Services securities under an employee incentive plan; the exercise of performance awards that have vested provided that the individual exercising the performance award is not in possession of any price sensitive information which Transfield Services is not aware of. Once vested, these must only be traded in accordance with this Policy; and other transactions where the Designated Person has no control or influence with respect to the trading decision. PROHIBITION OF HEDGING AT RISK REMUNERATION At risk remuneration refers to unvested equity remuneration or vested equity remuneration subject to holding locks. Transfield Services is required to disclose the at risk remuneration of its Directors, officers or employees in its annual report under the Corporations Act. The hedging of any remuneration which is at risk is also prohibited under the Corporations Act. PROHIBITION OF MARGIN LOAN ARRANGEMENTS Transfield Services securities are not to be used as collateral in any financial transaction, including margin loan arrangements. Page 4 Transfield Services Limited 2014 TMC-0000-LE-0002 (Nov 2014: Rev: 6)

5 PROHIBITION ON SHORT-TERM SPECULATIVE TRADING Short-term speculative trading in Transfield Services securities does not promote market confidence in the integrity of Transfield Services. Restricted Persons must not deal in the same Transfield Services securities within any 12 month period. This prohibition does not restrict the vesting of performance awards over Transfield Services shares and the subsequent sale of the underlying Transfield Services shares within a 12 month period. Similarly, the sale of Transfield Services securities at the end of a holding lock period pursuant to a Transfield Services employee incentive plan is not prohibited. MINIMUMSHAREHOLDINGS OF DIRECTORS AND SENIOR EXECUTIVES Restricted Persons of Transfield Services are encouraged to obtain and retain a minimum shareholding targets in Transfield Services, as determined by the Board from time to time. CONSEQUENCES FOR BREACH OF THIS POLICY Insider trading is a serious offence under the Corporations Act. Breach of this Policy by any person, including Designated Persons: could expose such person to criminal (a fine or imprisonment or both) and civil liability (a financial penalty and liability for damages); will be regarded by Transfield Services as serious misconduct which may lead to disciplinary action and/or dismissal; and may cause such persons to be liable to compensate any other person (which may include Transfield Services) who suffers loss or damage resulting from the breach of this Policy. EXCEPTIONAL CIRCUMSTANCES In exceptional circumstances, Designated Persons (including Restricted Persons) may seek clearance from the Executive General Manager Compliance and Group Company Secretary (who will consult with the Chairman) to dispose (but not to acquire) Transfield Services securities during the blackout periods. Such clearance will not be granted if the Designated Person is in possession of price sensitive information. Exceptional circumstances may arise as a result of severe financial hardship, a court order or another legal or regulatory obligation, or other circumstances requiring the disposal of Transfield Services securities. Taxation liabilities do not generally constitute exceptional circumstances. QUESTIONS AND CONTACT If an Employee is in any doubt regarding a proposed trading in Transfield Services securities, contact the Executive General Manager Compliance and Group Company Secretary. Page 5 Transfield Services Limited 2014 TMC-0000-LE-0002 (Nov 2014: Rev: 6)

6 REVIEW OF THIS POLICY The Executive General Manager Compliance and Group Company Secretary is responsible for keeping this Policy up to date. A formal review of this Policy takes place annually. This Policy will be submitted for review by the Risk, Audit and Compliance Committee of Transfield Services, who will make recommendations to the full Board. The Board is responsible for approving this Policy. Where material changes are made to the Policy, the revised version will be released to the market within five business days of the changes taking effect. RELATED DOCUMENTS This Policy should be read in conjunction with Transfield Services other policies including: Code of Business Conduct; Continuous Disclosure and Communications Policy; Related Party Transactions Policy; Conflicts of Interest Policy; and Share Trading Notification Form. Page 6 Transfield Services Limited 2014 TMC-0000-LE-0002 (Nov 2014: Rev: 6)