To help people determine if a proposed transaction in the Company’s securities might breach these laws, it is a requirement that any employee, consultant or Director proposing to trade in Company securities first advise the Chairman (in writing) of the details of such proposed trade and not trade until the Chairman advises that such trade is permissible.
In such a case, the Chairman will seek to determine if he believes that the Company is in possession of inside information or that such proposed trade is, for any other reason, not in the best interests of the Company. If neither of these circumstances applies, then the Chairman will advise (in writing) the person seeking to trade that the same is permissible under this policy.
Such approval would not constitute a representation that such person would not be in breach of the law in so trading, as it is such person’s obligation to make such determination. None-the-less, this process is designed to assist the person in making such determination. The Chairman will endeavour to respond quickly and, in any event, within 3 business days.
It is also a policy of the Company that employees, consultants and Directors not engage in “short-term” trading in securities in the Company or in any close business associate (such as a joint venture partner, major supplier , major buyer, etc.) of the Company. Short-term trading means buying and selling the same security within 30 days.
Closed Period means a time period commencing 2 business days prior and extending to the date and time of the announcement by the Company of its quarterly, half-yearly or full year results (“Announcement Date”).
For the avoidance of doubt, where the Chairman determines that exceptional circumstance exist a key management personnel may still not trade the Company securities if to do so would be a breach of insider trading provisions of the Corporations Act or Australian Securities Exchange restrictions (e.g. Listing Rule prohibitions on trading in securities during closed periods).
The Company will maintain a register of the securities holdings of Directors and each Director shall promptly (within one business day) report to the Company officer maintaining that register the details of any change in such holdings of such Director.
Where a proposed transaction is approved under this policy, the details of the carrying out of such transaction shall promptly (with 3 business days) be provided (in writing) to the Chairman.
Where an obligation under this policy applies to the Chairman, then any approval or notification that would otherwise be required to be made to the Chairman shall be made to the Managing Director.
The Company may conduct audits to seek to verify compliance with these policies.