Corporate Governance Policies & Charters

Continuous Disclosure Policy

1.  Introduction

This policy applies to all directors of the Company and its subsidiaries, all members of senior management and all employees.

The purpose of this policy is to ensure the Company complies with the continuous disclosure obligations imposed by the Australian Securities Exchange (“ASX”) Listing Rules and the Corporations Act.

Company announcements shall be expressed in a clear and objective manner, be factual, be complete (and not omit any material information) and be made in a timely manner.

2.  Background

The Company must, pursuant to ASX Listing Rule 3.1, keep the market fully informed on information which may have a materialeffect on the price or value of its securities (subject to specific exceptions), or influence an investment decision on its shares or securities and to correct any material mistake or misinformation in the market.

Information is considered to be materialif there is a substantial likelihood that it would influence an investor in deciding whether to trade in or hold the Company’s shares/securities.

The Company discharges these obligations by releasing information to the ASX in the form of an ASX release or disclosure in other relevant documents.

3.  Policy

The Company has adopted the following procedural guidelines to ensure it meets its continuous disclosure obligations:

  • All directors and senior management must immediately notify the Chief Executive Officer (or if he is not available, the Company Secretary) as soon as they become aware that they might be in possession of information that could be considered material;
  • The Chief Executive Officer (or if he is not available, the Company Secretary) will review the information and determine whether any of the information is required to be disclosed to the ASX. Where the decision is made that an announcement is warranted, the Chief Executive Officer will co‐ordinate the preparation of the release;
  • Where a decision is made, that the item or information does not warrant an ASX release, the Chief Executive Officer is to advise directors of the rationale for the decision; and
  • In the event that the Company believes it has a significant disclosure obligation, the Chief Executive Officer has authority to make releases to the ASX without Board authority although he will endeavour to obtain such approval. In the event of the Chief Executive Officer not being available, approval from a director will be required.

The Company will adhere to the following principles in relation to the review and release of ASX announcements:

  • Where possible all key announcements are to be circulated to and reviewed by all members of the Board providing such review does not breach the disclosure requirements of ASX Listing Rule 3.1;
  • Subject to the limitations of the preceding point, all members of the Board are to provide the Chief Executive Officer or Company Secretary their written or verbal consent to the release of the announcement;
  • If applicable, any named parties in the announcement should also be given the opportunity to review the announcement prior to its release;
  • The Chief Executive Officer (and in his absence the Company Secretary) is to be given the final signoff before release to the ASX;
  • The Chief Executive Officer or Company Secretary will electronically release the announcement to the ASX; and
  • As soon as ASX have confirmed the release the Company Secretary will circulate the final release to all Board members and post the announcement on the Company’s website.

ASX Listing Rule 3.1 may also require the Company to make a clarifying statement or announcement to the ASX in circumstances where the Company becomes aware that speculation or comment is affecting the price or volume of trading in the Company’s securities. The ASX will normally indicate to the Company when it believes this is required.

The Company shall accordingly make such disclosure as is necessary in order to promptly correct a false market in the Company’s securities and ensure investors are not trading on false or misleading information.

Inquiries for information from external parties such as the media or other third parties (such as analysts and shareholders) must be referred to the Chief Executive Officer or the Company Secretary.

Any individual who intends to present information externally is responsible for ensuring that a copy of the material to be presented is provided to the Chief Executive Officer or Company Secretary prior to presenting that information externally and that the Chief Executive Officer or Company Secretary has approved the external release of this information.

4.  Continuous Disclosure Policy Management

The Chief Executive Officer and/or the Company Secretary are responsible for:

  • liaising with the ASX in relation to continuous disclosure issues;
  • ensuring that the system for the disclosure of all material information to the ASX in a timely fashion is operating;
  • reviewing proposed announcements by the Company to the ASX and liaising with the other Board members in relation to the form of any ASX releases;
  • keeping a record of all ASX and other releases that have been made; and
  • periodically reviewing the Company’s disclosure procedures in light of changes to ASX Listing Rules or Corporations Act and recommending any necessary changes to the procedures.