Code of Conduct

Code of conduct

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.

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.