1.0 Overview
1.1 Introduction
The TT-Line Company Pty Ltd (TT-Line) Code of Conduct and Ethics
(Code) governs TT-Line commercial operations and the conduct of
Directors, employees, consultants and all other people when they
represent TT-Line.
1.2 In this Code
This Code deals with:
• General Principles
• Annual Statement of Compliance
• Compliance with TT-Line Policies
• Political Contributions
• Unacceptable Payments
• Giving or Receiving Gifts
• Protection of TT-Line Assets
• Proper Accounting
• Dealing with Auditors
• Unauthorised Public Statements
• Conflict of Interest
• Use of Inside Information
2.0 General Principles
2.1 Compliance with Laws
TT-Line, its subsidiaries and associated entities, Directors,
employees, consultants and all other people when they represent
TT-Line are expected to comply, at all times, with all laws
governing its operations. They are also expected to conduct TT-Line
operations in keeping with the highest legal, moral and ethical
standards.
2.2 Performance of Duties by Employees
All Directors and employees of TT-Line, its subsidiaries and
associated companies ("TT-Line Employees") must conduct the
business of TT-Line with the highest level of ethics and integrity
in relation to customers, suppliers, competitors, each other and
all others with whom they deal.
TT-Line Employees must act:
a) ethically, honestly, responsibly and
diligently;
b) in full compliance with the letter and spirit
of the law and this Code; and
c) in the best interest of TT-Line.
2.3 Breach of the Code
Any breach of applicable laws, prevailing business ethics or other
aspects of this Code may result in disciplinary action. Such
disciplinary action may include (depending on the severity of the
breach) reprimand, formal warning, demotion or termination of
employment.
Similar disciplinary action may be taken against any supervisor or
manager who directly approves of such action or has knowledge of
the action and does not immediately take appropriate remedial
action.
Breach of applicable laws or regulations may also result in
prosecution by the appropriate authorities. TT-Line will not pay,
directly or indirectly, any penalties imposed on a Director or
employee as a result of a breach of law or regulation.
2.4 Reporting Breaches of the Code
All TT-Line Employees are requested to report immediately any
circumstances which may involve deviation from this Code to an
appropriate General Manager, Company Secretary, Chief Financial
Officer, the Chief Executive Officer or the Chairman.
Employees can also follow the procedures set down in the Company's
Public Interest Disclosure Act 2002 Policy.
It is in the best interests of TT-Line for all TT-Line Employees
to immediately report any observance of a breach of this
Code.
The internal and external auditors of TT-Line are responsible for
reviewing the operations of TT-Line. Part of this review will be to
report to the Board any breaches of this Code which they
detect.
2.5 Compliance with the Code - TT-Line
Representatives
Any TT-Line Employee who deals with agents, contractors or
consultants who represent TT-Line must make them aware of this Code
and that TT-Line expects them to conduct their business in
accordance with this Code. All new or replacement contracts with
agents, contractors or consultants must include a clause requiring
the agent, contractor or consultant to comply with the "TT-Line
Code of Conduct".
3.0 Statement of
Compliance
3.1 Reference to Compliance in the TT-Line
Annual Report
The Board will include reference to compliance with this Code in
the TT-Line Annual Report to Shareholders.
4.0 Compliance with Laws and
Regulations
4.1 TT-Line Operations - Compliance with
Laws
The operations of TT-Line must be conducted in compliance with all
laws and regulations applicable in Australia and in the
jurisdiction in which operations and activities are being
undertaken.
4.2 Observing the Letter and Spirit of the
Law
Compliance with the law means observing the letter and spirit of
the law as well as managing the business of TT-Line so that TT-Line
and TT-Line Employees are recognised as "good corporate citizens"
at all times.
5.0 Compliance with TT-Line
Policies
All TT-Line Employees must comply with all policies adopted by
TT-Line from time to time.
A full copy of all TT-Line's policies can be obtained from the
Company Secretary or on the Company's Intranet site.
6.0 Unacceptable Payments
6.1 Prohibited Payments
Bribes, kickbacks, inducements or other illegal payments of any
kind must not be made to or for the benefit of any government
official (of any country), customer, supplier or any other party in
connection with obtaining orders or favourable treatment or for any
other purpose.
6.1 Prohibited Payments (contd)
This prohibition extends not only to direct payments but also to
indirect payments made in any form through distributors,
representatives, consultants, agents or other third parties.
6.2 Employees' Responsibilities
TT-Line Employees must not seek or accept any type of
compensation, fee, commission or gratuity from a third party in
connection with the operations of TT-Line.
7.0 Giving or Receiving Gifts
7.1 Circumstances where Receiving a Gift is
Prohibited
TT-Line Employees must not give, seek or accept in connection with
the operation of TT-Line any gift, entertainment or other personal
favour or assistance which goes beyond common courtesies associated
with accepted ethical and general commercial practice.
7.2 Purpose
The purpose of paragraph 6.1 is to ensure that the offer or
acceptance of a gift cannot create an obligation or be construed or
used by others to allege favouritism, discrimination, collusion or
similarly unacceptable practices by TT-Line.
7.3 Interpretation
For avoidance of doubt, any gift received by a TT-Line Employee
(or series of gifts from the one party) which might, as a matter of
judgment, fall outside paragraph 6.1, must be reported to the
Company Secretary with full details of the background of the
gift.
8.0 Protection of TT-Line Assets
8.1 Employees' Responsibilities
TT-Line Employees are responsible for taking all prudent steps to
ensure the protection of TT-Line assets and resources. In
particular, TT-Line Employees should take care to minimise the
possibility of theft of TT-Line property by any person.
8.2 Assets used for TT-Line Purpose only
TT-Line Employees must ensure that TT-Line assets and resources
are used only for the purposes of TT-Line and in accordance with
appropriate authorisations.
9.0 Proper accounting
9.1 Accounting Records
TT-Line Employees must ensure that all TT-Line accounting records
accurately and fairly reflect, in reasonable detail, the underlying
transactions and all TT-Line assets, liabilities and any disposal
of TT-Line assets.
9.2 Maintenance of Accounting Records
Accounting records must be maintained in accordance with Generally
Accepted Accounting Principles and the Financial and Accounting
Policies issued by TT-Line.
10.0 Dealing with
Auditors
10.1 Co-operation with Internal and External
Auditors
TT-Line Employees must fully co-operate with the internal and
external auditors of TT-Line.
10.2 Employees' Responsibilities
TT-Line Employees must not make a false or misleading statement to
the internal or external auditors of TT-Line and must not conceal
any relevant information from the internal or external auditors of
TT-Line.
11.0 Unauthorised Public
Statements
11.1 Unauthorised Statements
TT-Line Employees must not, without authority, directly or
indirectly state that they are representing TT-Line or its public
position in respect of any matter.
11.2 Unauthorised Activity
TT-Line Employees must not directly or indirectly engage in any
activity which could by association cause TT-Line public
embarrassment or other damage.
12.0 Conflict of Interest
12.1 Use of Position for Personal Benefit
TT-Line Employees must not use their position for personal benefit
independent from the business of TT-Line or to benefit any other
business or person.
12.2 Taking Advantage of Property
TT-Line Employees must not take advantage of any property or
information belonging to TT-Line, or opportunities arising from
those, for personal benefit independent from the business of
TT-Line or to benefit any other business or person.
12.3 Outside Business Activity
TT-Line Employees must not engage directly or indirectly in any
outside business activity involving commercial contact with, or
work for the benefit of, TT-Line commercial customers, suppliers or
competitors without the prior written consent of the Chief
Executive Officer or his nominee.
12.4 Listed Entity Exception
Ownership of shares in a listed entity which deals with or
competes with TT-Line is not a violation of this Code provided the
TT-Line Employee does not directly or indirectly own more than 1%
of the shares in the listed entity.
13.0 Use of Inside
Information
13.1 Non Disclosure of Confidential
Information
TT-Line Employees must not disclose confidential TT-Line
information to any third party without the prior consent of an
appropriate member of the TT-Line Chief Executive Officer, or if
required by law (following advice from the TT-Line legal
adviser).
13.2 Confidential TT-Line Documents
TT-Line Employees must maintain the confidentiality of all TT-Line
documents and must not disclose any information contained within
the documents to any third party without the prior consent of the
Chief Executive Officer or if required by law (following advice
from the TT-Line Legal Adviser).
13.3 Personal Gain
TT-Line Employees must not use TT-Line information for the purpose
of directly or indirectly obtaining personal gain.
14.0 Interpretation of This
Code
Any questions relating to the interpretation or enforcement of
this Code should be forwarded to the Company Secretary.
