Code of Conduct

1.  Introduction

Asaleo Care Limited (ACL) is committed to acting as a good corporate citizen while it pursues its business objectives.  In order to achieve this, it is important that every employee conduct themselves with the highest ethical standards. This code of conduct (Code) is not intended to be exhaustive, but sets out the minimum ethical standards expected of all employees of ACL as well as ACL's contractors, sub-contractors, agents and other personnel required to perform functions on any premises of ACL in a number of areas. 

2.  Application

This Code applies to all ACL employees, including all directors and the CEO (Employees).  ACL also requires contractors, sub-contractors, agents and other personnel required to perform work on ACL's premises to adhere to this Code, and for the purposes of interpretations of this Code, such persons will be deemed to be Employees. 

3.  Purpose

As well as assisting to discharge the legal and equitable duties owed by Employees, the purpose of this Code is to:

  • articulate the high standards of honesty, integrity and ethical, responsible and law-abiding behaviour expected of Employees;
  • demonstrate the commitment of ACL and its directors and senior executives to, and to encourage the observance of those standards, to protect and promote the interests, and take into account the reasonable expectations, of ACL's shareholders and other stakeholders (including employees, customers, suppliers, creditors, consumers and the broader community);
  • guide Employees as to the practices necessary to maintain confidence in ACL's integrity and comply with their legal obligations; and
  • set out the responsibility and accountability of Employees to report and investigate any reported violations of this code or unethical or unlawful behaviour.

While this code of conduct is designed to ensure ACL delivers on its commitment to acting ethically and responsibly and to sustainable business practice, it does not create any rights in any employee, client, customer, supplier, competitor, shareholder or any other person or entity.

 4. Honesty and Integrity

ACL's reputation as a good corporate citizen can only be achieved and maintained if Employees act with honesty and integrity in all our dealings with ACL's business partners, customers, suppliers, communities, government authorities,  as well as work colleagues.   Each Employee and director must:

  • act honestly and fairly in all commercial dealings and conduct themselves with professional courtesy and integrity;
  • perform their responsibilities with care, diligence and good faith;
  • respect all people they have  dealings with; and
  • report any possible dishonest or fraudulent behaviour of which they become aware in accordance with this Code. 

5.  Conflicts of Interest

Employees must avoid entering into situations where their personal, family or financial interests or duties to any third party may be in conflict with, or could reasonably be perceived to be in conflict with, the interests of ACL or their duties and responsibilities to ACL. 

Employees may have a conflict of interest if the in the course of their employment or engagement with ACL:

  • any of their decisions lead to an improper gain or benefit to them or their associates; or
  • their personal interests, the interests of an associate or relative, or obligation to some other person or entity, conflict with their obligations to ACL.

Where any such conflict arises, as soon as reasonably practicable upon becoming aware of the conflict, the relevant employee or director (Notifying Party) must make appropriate notifications:

  • in the case of employees, notification must be made to their immediate manager in the first instance, who will determine the appropriate action to take (if necessary in consultation with a member of senior management); and
  • in the case of a director, notification must be made to the Chairman (and in the case of the Chairman, to the CEO) who will determine the appropriate action to take and in accordance with ACL's constitution.

6.  Personal Gains, Gifts and Other Payments

Employees must not accept payments, gifts or other kinds of reimbursement from a third party that could affect or appear to affect their objectivity in business decisions or which may be seen as excessive beyond socially acceptable boundaries.

Employees must not improperly use their position, property or information acquired through their position for personal gain or the gain of an associate, or to compete with or harm ACL, and must keep their personal or external business dealings separate from ACL's business dealings. Employees must only use goods, services and facilities received from ACL in accordance with the terms on which they are given.

In addition, Employees must not accept commissions or payments which may be seen as constituting bribery or fraud, or participate in corrupt business practices and must comply with the Fraud and Corruption Policy. 

7.  Professionalism and the Work Environment

In addition to acting ethically, ACL seeks to continually improve the quality of the work of its Employees and their work environment.  To achieve this, Employees must:

  • attend for work as required and on time in accordance with their ordinary working hours and days unless absent with reasonable excuse;
  • ensure that their appearance is neat, clean and appropriate for their particular area of work;
  • strive to deliver exceptional work and service to ACL's customers;
  • treat work colleagues with respect, and do not discriminate on the grounds of a person's race, gender, religion, marital status, sexual preferences, disability or other attributer recognised by relevant State and Federal Discrimination legislation;
  • not tolerate or participate in  harassment, including sexual harassment or offensive language, or any form of bullying or victimisation;
  • not attend for work and/or perform any work task if they are under the influence of alcohol or drugs;
  • cooperate with others in the workplace to create a safe and healthy workplace in accordance with any applicable OHS Policy.

8.  Respect for Human Rights

ACL supports and respects the protection of human rights within its sphere of influence, in particular, supports effective elimination of compulsory labour and child labour, and it will make this a criteria in the choice and management of its relationships with suppliers and sub-contractors.

9.  Community Relations

ACL is committed to making a positive social contribution to the communities in which it operates. ACL is also committed to embracing diversity as set out in the Diversity Policy.

10.  Safety

ACL is committed to providing and maintaining a safe work environment. It is the responsibility of each employee and director to familiarise themselves with, and adhere to, each Occupational Health and Safety policy that is applicable to their field of employment within ACL.

11.  Fair dealing

ACL is committed to ensuring it does not engage in behaviour, or allow or ignore behaviour by others, that violates the principles and the laws of fair competition including those set out in the Competition and Consumer Act 2010 (Cth) and the Fair Trading Act (NZ).  Fair competition means that ACL competes on the basis of customer service and products rather than by obstructing competitive conduct and that ACL only uses its strength in legitimate ways.  As a general rule:

  • Employees must  not make deals with ACL's competitors about how ACL competes;
  • Employees must not discuss, exchange information or make arrangements with competitors on matters such as pricing or pricing policies (past, present or future), marketing approaches, promotions, profits, costs, terms and conditions of sale, choice by customers, territories, or engage in the limiting of production of, or boycotting of, a competitor, distributor or customer;
  • Employees must not use ACL's position to limit or exclude a third party from competing with ACL;
  • Employees must be fair in their dealings with competitors and must not be insulting about ACL's competitor's products or services; and
  • Employees must not make any false or misleading statements in the course of recruiting or promoting new staff. 

12.  Insider Trading

 Employees should be aware that they may from time to time be in possession of price sensitive information relating to ACL that is not generally available to the wider market, and accordingly must ensure that they comply at all times with the Securities Trading Policy.  

13.  Communications and Privacy of Data

ACL is committed to open and transparent communications within the confines of confidentiality and privacy.  Employees must respect the privacy of information relating to individual persons (whether employees or third parties) which they hold or handle as part of any information processing activities.  Employees must not, without proper authority, access modify, disclose, or make use of any confidential, commercial and/or personal information for any purpose other than for authorised and necessary work purposes and must ensure they familiarise themselves with, and comply with the privacy laws of Australia (or where applicable, the jurisdiction of their business unit).  

Employees must otherwise deal with such information in accordance with ACL's Privacy Policy.

14.  Confidentiality

Any information acquired by Employees while performing their duties is confidential information of ACL, its customers or suppliers and must be kept confidential.  Directors must not disclose the information to a third party except where that disclosure is:

  • authorised by the board of directors (Board); or
  • required by law or a regulatory body (including a relevant stock exchange).

The existence and details of any Board and company management information, discussions, and decisions that are not publicly known and have not been approved by the Board for public release, are confidential information of ACL and subject to this Code.

Employees' obligations of confidentiality continue after they leave ACL

 15.  Compliance with the Law and SCA Policies

ACL respects the law and is committed to the adherence to all applicable laws and regulations and to not breaching any applicable law or regulation.  Each director and employee must comply with the letter and spirit of any applicable law, this Code and any applicable  policies and guidelines of ACL and not knowingly participate in any illegal or unethical activity.

 16.  Breach of this Code

SCA emphasises the need for all Employees to comply with the requirements of this Code.  Any Employee found to be in breach of the requirements of this Guideline may be subject to disciplinary action, up to and including termination of employment.  Employees should refer to the Performance Counselling and Disciplinary Guidelines for further information on disciplinary action.

This Code is a best practice procedure and does not create any binding obligations on ACL or contractual rights for Employees.  ACL may vary the Code from time to time at its discretion.

 17.  Reporting of unlawful and unethical behaviour

ACL expects Employees to report (in good faith) any actual or suspected violation of this Code of Conduct, any of ACL's policies or any behaviour that is illegal, unethical, fraudulent or deceptive by Employees (Reportable Behaviour) and to encourage others to do the same.  Employees may use their own judgment in deciding to whom to report any Reportable Behaviour, however directors are encouraged to report to another director or the chairperson of the Board and employees are encouraged to their immediate manager or the human resources director.

A person to whom a report is made of Reportable Behaviour must ensure that a proper and thorough investigation is conducted; that any person the subject of an investigation is given a reasonable chance to respond to allegations (ensuring confidentiality of the reporting person is preserved); and that appropriate disciplinary action is taken if the allegation is substantiated.

If an Employee (Reporting Person) reports Reportable Behaviour in good faith, each Employee must ensure that the Reporting Person's position of employment is protected; that their identity is only disclosed with their consent (except where disclosure is required by law); and that no disciplinary or discriminatory action is taken or tolerated against the reporting person for reporting the violation

The Reporting Person is not protected from civil or criminal liability for any of his or her conduct that may be revealed by an investigation, however in some cases the fact the Reporting Person has made a report may  taken into account as a mitigating factor when determining actions that may be taken against him or her. 

The Corporations Act 2001 (Cth) (Act) provides additional protections in relation to the reporting of a possible contravention of the Corporations legislation.


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