Principle 3

Instill a Culture of Acting Lawfully, Ethically and Responsibly

Code of Conduct and Values

The Group’s objective is to conduct its business with the highest standards of personal and corporate integrity consistent with the cultural values of the organisation.  To assist employees in achieving this objective, the Group has developed a comprehensive Code of Conduct which guides the behaviour of directors, officers and employees (including executives) and demonstrates the commitment of the Group to ethical practices.  The Group has also established Cultural Pillars which outline the company values and how these are applied to business activities and which emphasise the high standards of behaviour expected in the business in order to achieve the Group’s objectives.  

The Code of Conduct and Cultural Pillars are incorporated as part of new employees’ induction training and new employees must acknowledge their understanding and compliance with the Code of Conduct and the Group’s policies and procedures.  Any breach of the Code of Conduct is investigated accordingly with material matters reported to the Board.

The Code of Conduct states the values and policies of the Group and complements the Group’s risk management and internal control practices.  The Code of Conduct is supported by the Group’s Whistleblowing Policy and system of reporting activity suspected of breaching the Code of Conduct.  Material matters are required to be reported to the Board under the Whistleblowing Policy.  The Code of Conduct is reviewed annually and updated to ensure that it reflects current good practice and to promote the ethical behaviour of all employees.  Refer to the Group’s website at www.gwagroup.com.au under Corporate Governance Policies for a copy of the Code of Conduct and Whistleblowing Policy.

Anti-Bribery, Fraud and Corruption Policy

The Company has a strict stance against bribery, fraud and corruption.

As a general rule, gifts of either goods or services of any nature, regardless of size or value, should be neither accepted nor offered. This is because accepting or offering gifts may damage or appear to damage an employee’s ability to make decisions in the Group’s best interests.

Where refusal of a nominal gift (less than A$250 or equivalent in value) would be embarrassing or would not enhance the Group’s business purposes, acceptance can be made with caution. Any gifts greater than A$250 or equivalent in value, whether accepted or refused are to be disclosed to the employee’s supervisor or manager.

The Group will not tolerate the acceptance of secret commissions, “kickbacks”, or other such transactions by its employees. If an employee finds themselves in a situation of being offered a gift from anyone inside or outside the Group which causes them to feel awkward, uncomfortable, or appears to be any type of “bribe” or secret commission, the employee must advise any member of the executive in confidence.

The Group will not tolerate any incidence of fraud or corruption either from within or outside the organisation and will take immediate action (including but not limited to dismissal, reporting to the appropriate police authorities and legal action) against those persons committing the fraud or corruption.  Any breach of the Anti-Bribery, Fraud and Corruption Policy is investigated accordingly with material matters reported to the Board.

Refer to the Group’s website at www.gwagroup.com.au under Corporate Governance Policies for a copy of the Code of Conduct, which provides further details on the Anti-Bribery, Fraud and Corruption Policy.

Share Trading Policy

The Board has approved a Share Trading Policy which complies with the ASX Listing Rules.  The policy limits the trading periods for directors and executives in the Group’s securities to
30 days after each full year/half year results announcement and Annual General Meeting, and provided they are not in the possession of unpublished insider information. 

Outside of these trading periods, the directors, executives and other ‘potential insiders’ are prohibited from trading in the Group’s securities unless ‘exceptional circumstances’ exist and prior written approval of the Chairman (in the case of the directors) or Chief Executive Officer (in the case of the executives) has been obtained.  ‘Exceptional circumstances’ mean severe financial hardship or other circumstances considered to be exceptional, including a court order or court enforceable undertaking in a bona fide family settlement or some other overriding legal or regulatory requirement to transfer the Group’s securities.

The Share Trading Policy requires directors to notify the Company Secretary within two business days after trading, to enable the Company Secretary to lodge the required disclosures with the Australian Securities Exchange.  Refer to the Group’s website at www.gwagroup.com.au under Corporate Governance Policies for a copy of the Share Trading Policy.