IMDEX Limited

Corporate Governance

ASX Listing Rules & Disclosure

Complying with the ASX Listing Rules and Disclosure Requirements

Purpose

To ensure that the Imdex Limited Group, as an ASX Listed Public Company, complies with the disclosure requirements of the ASX Listing Rules.  To ensure that senior management are accountable for ensuring compliance with these requirements.

Requirements

ASX Listing Rules, Chapter 3, requires the immediate notification of price sensitive information and other defined information. The ASX Listing Rules (LR) require that once Imdex becomes aware of any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity’s securities, it must immediately tell ASX that information.  There are a number of exceptions to this rule set out in LR3.1. The LR’s also require periodic disclosure of certain information in Imdex’s Annual and Half-Yearly Financial Reports.

Procedure

  1. Information is determined by the Managing Director, Board, Company Secretary or other employee of the Company as being of a type or nature that warrants disclosure
  2. If not known by the Managing Director, this information should be reported to the Managing Director
  3. The Managing Director will determine the nature and extent of the information and consult with the Chairman to determine the form and content of any ASX Release (Release)
  4. The Managing Director and Chairman will jointly agree on the text of the proposed Release.  The Company Secretary may also be required to draft the Release for review
  5. The Company Secretary will then distribute the Release to the Board for their review and comment.  Following consultation with the Chairman, the Company Secretary will allow such time as is reasonable in the circumstances for the each Director to comment on the Release
  6. The Company Secretary will inform the Chairman and Managing Director of each Directors’ comments and together with the Chairman and Managing Director make any necessary changes to the Release
  7. Following authorisation from the Chairman or Managing Director, the Company Secretary will then release the ASX Release to the market, and ensure that the Company’s Website is updated

Additional Procedures

Depending on the nature of the Release the Managing Director in consultation with the Chairman shall determine whether, and to what extent:

  1. There are additional media releases, comments or other contacts made
  2. Whether shareholders or analysts will be briefed about the Release

Responsibility

Primary Responsibility

Managing Director.

Secondary Responsibility

Board of Directors, Company Secretary, Group Financial Controller and General Managers.

Audit Risk & Compliance Committee Charter

  1. Objectives

The objective of the Imdex Limited (“Imdex”) Audit, Risk & Compliance Committee (“the Committee”) is to assist the Board in fulfilling its responsibilities in regard to financial reporting, internal and external audit, and risk management. These activities include but are not limited to:

(a) monitoring compliance with all relevant financial, statutory and regulatory requirements;

(b) considering the integrity of Imdex’s accounting systems and their associated internal control frameworks

(c) considering the reliability, punctuality and accuracy of Imdex’s financial reporting;

(d) liaison with and monitoring the independence of,  the external auditor;

(e) review of the risk management and control framework; and 

(f) overseeing and monitoring the internal audit process.

2Membership

2.1 Committee members will be appointed by the Board and will consist of:

(a) at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and

(b) members who between them have accounting and financial expertise, technical knowledge and  a sufficient understanding of the industry in which Imdex operates.

2.2 The Chairperson of the Committee is to be an independent Non-Executive Director, who is not the Chairperson of the Board.

3. Meetings

3.1 The Committee shall meet at least four times a year. If required, any member of the Committee, or the external auditor, may request additional meetings through the Committee Chairperson.

3.2 The quorum for a meeting is two members.

3.3 Members of Imdex management and representatives of the external auditor may be requested or required to attend Committee meetings at the invitation of the Chairperson for the purpose of providing reports or presentations to the Committee.

3.4 For at least two meetings in each financial year, the Committee will:

(a) meet with Imdex management without the external auditor being present, to discuss any issues relating to the external audit; and

(b) meet with the external auditor without any representatives of management being present, to discuss any relevant issues and seek assurance that no management restrictions are being placed upon the external auditors.

3.5 The Company Secretary, in conjunction with the Chairperson of the Committee, is responsible for preparation of the agenda for each meeting and must circulate the agenda and Committee papers to all members and attendees prior to each meeting.

3.6 The Company Secretary is to attend all Committee meetings and is responsible for ensuring that proper minutes are taken.  The minutes will be included in the papers for the next Board meeting following the Committee meeting.

4. Access to Information, Independent Advice and Continuing Development

4.1 The Committee will maintain free and open communication with Imdex management and the external auditor. The Committee has the authority to seek any information it requires from any employee of the Imdex group of companies and all employees must comply with such requests.

4.2 The Committee may take such independent legal, financial or other advice as it considers necessary.

4.3 The Committee should understand the Imdex corporate structure, its operations and key developments as are relevant to the Committee’s role and may receive periodic presentations from subject matter experts to assist in achieving such an understanding.

4.4 In discharging its role the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of Imdex and the authority to engage independent counsel and other advisers as it deems necessary to carry out its duties.

5. Role and Responsibilities

5.1 The Committee is responsible for the review and monitoring of financial reporting, audit and financial risk management systems and internal controls implemented and reported on by Imdex management.

5.2 Members of the Committee generally do not represent themselves as experts in the fields of accounting, auditing or financial risk management. As such, it is not the responsibility of the Committee directly to conduct accounting, auditing or financial risk management reviews.

5.3 Management is responsible for:

(a) The preparation, presentation and integrity of Imdex’s financial information and other information provided to the Committee;

(b) Implementing, managing and maintaining appropriate enterprise- wide accounting, financial reporting and financial risk management systems and internal controls that are designed to ensure compliance with applicable accounting standards, laws and regulations; and

(c) Maintaining sufficient knowledge, skills and expertise within Imdex’s finance function.

5.4 The external auditor is responsible for planning and carrying out each audit and review in accordance with applicable auditing standards. The external auditor is accountable to shareholders.

6. Review of Financial Information

6.1 The Committee will review the draft half yearly and annual financial statements of Imdex and any draft associated documents for public release, prior to consideration by the Board, to assess whether they represent a true and fair view of Imdex and the entities consolidated for reporting purposes, and their financial position and performance. The Committee should focus on:

(a) compliance with accounting standards (including an assessment of the appropriateness of management’s selection of accounting policies and disclosures);

(b) significant or unusual transactions and accounting estimates;

(c) significant changes in accounting policies and practices;

(d) underlying earnings and areas of subjectivity requiring the exercise of sound judgment, especially insofar as these may impact reported earnings;

(e) significant audit adjustments and/or unadjusted audit differences;

(f) review all Representation Letters to the external auditor signed by management; and

(g) the form of the proposed opinion to be issued by the external auditor.

6.2 The Committee will review the declarations signed by the Managing Director and Chief Financial Officer required by the Corporations Act.

7. Legal and Regulatory Compliance

7.1 The Committee will, in conjunction with the Board, and Imdex management, monitor Imdex’s compliance with all relevant financial, statutory and regulatory obligations.

7.2 The Committee will consider the effects on Imdex of new or proposed accounting or tax practices, principles, or developments, as well as changes in disclosure requirements and legislative or regulatory pronouncements.

8. Risk Management and Control Framework 

8.1 The Committee, taking into consideration the functions of the Board, will review Imdex management’s risk management system (which is designed to identify, assess, monitor and manage material business risks throughout Imdex), in relation to audit, accounting, taxation and financial reporting risks and obligations.

8.2 The Committee will consider the adequacy and effectiveness of Imdex’s internal control framework by reviewing reports from management, relevant consultants and the external auditors, and by monitoring management actions to correct any noted deficiencies.

8.3 In assisting the Board, the Committee is to confirm that there are procedures established for the receipt, retention and treatment of complaints received by Imdex regarding accounting, internal control or auditing matters and the confidential, anonymous submission of concerns by employees of Imdex regarding questionable accounting or auditing matters.

9. External Auditor 

9.1 The Committee will:

(a) recommend to the Board the appointment, reappointment or replacement of the external auditor;

(b) approve the proposed rotation of the external audit partner;

(c) review the engagement letters (and where relevant, audit plan) of the external auditor, including payment of annual fees and variations to approved fees of greater than 10%;

(d) review the overall scope of the external audit, including identified risk areas and any additional agreed-upon procedures;

(e) consider the overall effectiveness and independence of the external auditor; and resolve any disagreement between management and the external auditor regarding financial reporting.

9.2 The Committee will monitor and note compliance by the external auditor with the independence requirements of the Corporations Act and will receive and review the Auditor’s Independence Declaration to be provided to the Directors of Imdex by the external auditor pursuant to the Corporations Act.

9.3 The Committee will implement a process for approval of all non-audit services i.e. all services not directly related to the financial statement audit performed by the external auditor (who is not to be appointed to undertake any non-audit assurance services that may impair the external auditor’s independence in respect of Imdex).

9.4 On an annual basis, the Committee will review a report from the external auditor:

(a) confirming that the audit firm’s internal quality control and conflict procedures are in place and operative; and

(b) describing any material issues raised by the most recent quality control or peer review of the audit firm and any steps taken to deal with any such issues.

9.5 The Committee and management will agree on the hiring of employees or former employees of the external auditor in order to comply with the Corporations Act.

9.6 Prior to the annual approval of the Director’s Report, the Committee will pass a resolution to provide the Board with written advice as required by the Corporations Act relating to:

(a) whether any non audit services provided during the year by the external auditor are compatible with the general standard of auditor independence as imposed by the Corporations Act; and

(b) the reason why the Board should be satisfied that any non-audit services provided during the year by the external auditor did not compromise the auditor independence requirements of the Corporation Act.

9.7 With the exception of 9.1(b) and (c) above, recommendations of the Committee are to be referred to the Board for approval.

10. Internal Audit, Risk and Compliance 

10.1 The Committee will:

(a) review and approve the internal audit mandate, plans, work program and quality control procedures and monitor the progress of the work program;

(b) confirm that the internal audit function is independent;

(c) confirm that the internal audit function has all necessary access to Imdex management and the right to seek information and explanation; and

(d) consider the overall effectiveness of the internal audit function.

11. Committee Performance  

11.1 Once a year, the Committee shall:

(a) review this Charter; and

(b) perform an evaluation of its performance.

Auditor Selection & Rotation

The Audit Committee reviews the performance, skills, cost and various other relevant matters when assessing the performance and appointment of external auditors.  This review is generally undertaken at the completion of the preparation of the annual Financial Statements and may involve discussion with the auditors and the Company’s Senior Management.

The current auditors of the Company are Deloitte Touche Tomatsu who were appointed at the Annual General Meeting held on 31 October 2002.  It would be expected that the external audit engagement partner would be rotated every five years.

Board Charter

The Board of Directors of Imdex Limited has approved the following charter formalising the functions and responsibilities of the Board (Board Charter).

Objective

The objective of the Board is to provide an acceptable rate of return to the Company’s shareholders and takes into account the interests of its employees, customers, suppliers, lenders and the wider community. The Board must at all times act honestly, fairly and diligently in all respects in accordance with the law applicable to Imdex.  Furthermore, the Board will at all times act in accordance with all relevant Imdex policies. Each of the Directors, when representing Imdex, must act in the best interest of shareholders of Imdex and in the best interests of the Company as a whole.

Responsibilities

The Board is responsible for:

  • Overseeing and approving the Company’s strategic and operating objectives
  • Reviewing and approving the Company’s financial position, systems of risk management and internal compliance and control, codes of conduct and legal compliance
  • Approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures
  • Appointing and removing the Managing Director
  • Ratifying the appointment, and where appropriate, the removal, of the Company Secretary
  • Evaluating the performance of the Managing Director and the Senior Management Team and determining their remuneration
  • Ensuring that policies and procedures are in place consistent with the Company’s objectives, and that the Company and its officers act legally, ethically and responsibly in all matters

Composition/Structure

The Board shall be comprised of a majority of non-executive directors and shall be structured so as to meet the Principles of Good Corporate Governance and Best Practice Recommendations published by the ASX or other such principles and guidance as the Board may consider appropriate from time to time.

In accordance with the Company’s constitution the minimum number of Directors is three.  The Chairman of the Board shall be a non-executive Director.

Board Meetings

Board meetings are to be held at least every two months and the Company Secretary will be required to give reasonable notice of a meeting.  Other meetings may be held provided that sufficient notice is given to all Directors.

The Chairman will call a meeting of the Board if so requested by any Director.

Division of responsibility between the Board and Senior Management

The Board is responsible for setting the strategic direction for the Company, establishing goals for management and monitoring the achievement of these goals.  The Managing Director is responsible to the Board for the day-to-day management of the Company.  In turn, the Senior Management team is responsible to the Managing Director and the Board relative to their particular areas of responsibility.

Measurement of the Board’s performance

The Board shall undertake an annual performance evaluation of itself that:

  • Compares the performance of the Board with the requirements of this Charter
  • Sets forth the goals and objectives of the Board for the upcoming year
  • Effects any improvements to the Board charter deemed necessary or desirable

The performance evaluation shall be conducted in such manner as the Board deems appropriate.

Review of Charter

This Charter will be reviewed by the Board from time to time, to ensure that it continues to reflect the letter and spirit of all applicable laws and regulations and Imdex’s commitment to its staff and the community.

Code of Conduct

The Board of Directors (Board) of Imdex Limited (Imdex) has adopted a Code of Conduct (Code) to address matters relevant to Imdex’s legal and other obligations to its stakeholders.  This Code may be amended from time to time by the Board and will be published on the Imdex intranet. Any reference to Imdex in this Code includes its related bodies corporate (as defined in the Corporations Act 2001 (Cth)).

Scope and purpose

This Code applies equally to every employee, officer and director of Imdex referred to as “employees”. The Managing Director, Divisional Managers and other managers, as appropriate, are responsible for promoting compliance with this Code.

This Code provides Imdex employees with a framework for their decisions and actions in relation to the conduct of their employment. The Code establishes the minimum standard of conduct expected of all Imdex Employees.

Where any Imdex Employees are in doubt as to the applicability and scope of the provisions of this Code, or as to the appropriate course of action to be adopted in any given circumstance, the matter should be discussed with a more senior staff member, the Imdex Employees’ Manager or the Managing Director, as appropriate.

Our stakeholders are entitled to expect the highest professional standard from all Imdex Employees.  Compliance with this Code, and Imdex policies will contribute positively to corporate governance at Imdex as a whole.

Imdex’s key objective is to maximise shareholder value, whilst conducting its business in a manner that is socially responsible, values-driven and in compliance with the letter and spirit of the law.

Discharge of duties

We must discharge our duties at the highest level of honesty and integrity having regard to Imdex’s reputation, its commercial obligations and the organisation’s goals and objectives.

When carrying out our duties, we must:

  • act ethically, honestly and with integrity;
  • make sure that we carry out our work efficiently, economically, and effectively;
  • follow the policies of Imdex;
  • encourage other Imdex employees to exercise similar qualities of personal and professional integrity as those outlined in the Code;
  • not seek to influence any person in order to obtain promotion, or other advantage.

Compliance with laws

Our legal obligations constitute an integral part of this Code.  We are required at all times to comply not only with the specific provisions of this Code, but also with all other applicable laws, rules and regulations in connection with our employment or service with Imdex.  

Conflicts of interest

There may be times when our personal interests conflict with those of Imdex, or its stakeholders. In these circumstances, we should take appropriate action to remove or manage the conflict.

Conflicts of interest exist when it is likely that we could be influenced, or it could be perceived that we are influenced, by a personal interest when carrying out our duties.  

Some situations that may give rise to a conflict of interest include situations where we have:

  • financial interests in a matter that Imdex deals with;
  • knowledge that our friends or relatives have a financial interest in an Imdex-related matter;
  • directorships/Management of non-associated entities of Imdex;
  • relationships with individuals or businesses with whom Imdex is dealing, including situations where a family member or partner directly reports to an employee, beyond the level of a working relationship, without prior disclosure and written clearance from an appropriate officer of Imdex;
  • secondary employment, business, commercial, or other activities outside of the workplace, which impact on the performance of our duties for Imdex; and
  • access to information that can be used for personal gain (i.e. speculation in property or securities based on information about Imdex).

If we are uncertain whether a conflict exists, we should discuss the matter with our Manager and attempt to resolve any conflicts that may exist. To resolve any conflicts of interest that occur, or could occur, a range of options are available. These options include:

  • declaring the conflict (or possible conflict) and continuing involvement;
  • declaring the conflict (or possible conflict) and not participating in any decision-making;
  • giving up or ending our personal interest that has given rise to the conflict; or
  • transferring from our area of work or particular task where the conflict arises.

Gifts and benefits
We must not accept any gifts or benefits, the receipt or expectation of which might in any way tend to influence, or appear to influence, us in our capacity as a member of Imdex unless the gift or benefit is of a minor nature and our manager approves acceptance.

If we suspect that a gift or other benefit given is intended to influence decisions about how we undertake our duties for Imdex (or could reasonably be perceived as such), it should be politely declined and any unsolicited offering must be promptly and publicly returned.

Bribery and Corruption
Imdex places a strong emphasis on maintaining a culture of honesty and integrity and does not tolerate bribery or corruption in any form.

We must not propose, offer, submit or have any involvement in any bribe or other improper inducement to any person in the course of our duties or in any way that may be construed as being in our capacity as an employee of Imdex. For the purposes of this Code, a bribe includes a secret commission, pay-off, kick-back, facilitation payment or any other form of consideration, which is intended to procure any undue advantage or to influence the outcome of a decision of another party.

In many countries and jurisdictions it is a criminal offence to bribe or attempt to bribe a government official and in some instances it may also be an offence to provide secret commissions or payments either to government officials or within business dealings. We must refrain from any conduct that directly or indirectly favours a political party, politician or political candidate, which may be construed as bribery.

We must also obtain approval to engage any party to help procure a government contract or a government permit or license. This Code must be considered when entering into any commercial transaction, agreement, arrangement, contract or understanding with another party.

Imdex Employees who work in jurisdictions where the bribery of public officials is tacitly or impliedly accepted and who bribe or attempt to bribe officials in that country, can be prosecuted for bribery through the legal system in their home country and / or the country of applicable anti corruption laws.

If we are uncertain as to whether, our actions may constitute bribery, we should discuss the matter with our Manager and attempt to determine the extent to which we can make the offer or proposal before proceeding. Imdex requires that we be compliant with the Imdex Bribery and Corruption Policy to ensure compliance with our obligations in this respect. This policy is available on the Intranet for our reference.  A breach of this Policy, its procedures or applicable Anti Corruption or Bribery laws of a country may result in immediate termination of employment.

Economic and Trade Sanctions
Many countries, including Australia, Canada, the United States and those in the European Union, have laws that, from time to time, impose economic and trade sanctions covering specified countries, individuals and entities.  These sanctions may affect Imdex’s operations by restricting and controlling certain activities which Imdex may otherwise carry out, such as placing controls on the conduct of business with, or having operations in, a sanctioned country.

The penalties for breach of applicable sanctions obligations can be very serious and may include fines, revocation of permits to export, imprisonment and exclusion from government contracts.

Imdex complies with the requirements of all applicable sanctions laws globally. Imdex will not engage in any business activity that would result in Imdex breaching any applicable economic and trade sanctions obligations.

Imdex expects Imdex Employees to perform operational activities in a responsible manner in accordance with all applicable legislation, regulations and standards.  We are responsible for understanding and abiding by the applicable economic and trade sanction obligations which have application:

  • in Australia, the United States and the European Union; and
  •  in the countries in which we are located; and
  •  to the countries in which Imdex has or may have business dealings.   

As the legal requirements under these laws are complex, Imdex Employees must seek guidance from the Imdex General Counsel before considering, contracting, exporting or importing goods or services or engaging in transactions that might be affected by these laws.

If we have any questions about these laws or are unsure what our obligations are, we should discuss the matter with our Manager or contact the Group Legal Department.

Confidentiality and Intellectual property

During the course of our duties we may become aware of confidential information about Imdex, or its stakeholders. Confidential information means information relating to:

  • business and financial affairs;
  • marketing plans and strategies;
  • intellectual property;
  • clients of Imdex (including identity, requirements, terms of business and contact person, usage, account information,  and credit history);
  • research and development activities;
  • products and product development including costs and sale price;
  • suppliers of Imdex (including identity, requirements, terms of business and contact person, usage, and account information,)

Confidential information does not include information that is in the public domain or general knowledge that relates to the affairs of Imdex.

Intellectual property means any:

  • copyright;
  • design, patent, trademark;
  • trade name, business name, company name or domain name;
  • know how, inventions, processes, confidential information (whether in writing or recorded in any form); and
  • other proprietary, licence or personal rights arising from intellectual activity in the business, industrial, scientific or artistic fields.

We must maintain the strict confidentiality of Imdex’s confidential information entrusted to us except where disclosure is necessary in the course of our work and expressly authorised by Imdex, or required by applicable laws or regulations. This obligation includes:

  • not communicating or disclosing the confidential information to third parties;
  • not copying and using any confidential information for our own or for any other person’s benefit; and
  • ensuring that we comply with any safeguards or procedures directed by Imdex to maintain the confidentiality of the confidential information.

If we have or become privy to confidential information in the course of our work or by accident, we must take reasonable precautions to ensure that this information remains confidential. We may not make use of or reproduce any intellectual property owned by Imdex other than in the ordinary course of our employment or engagement, unless expressly authorised in writing by Imdex. If we are unsure about how our workplace activities relate to this Code, we should discuss the matter with our Manager.

Upon the cessation of employment or engagement with Imdex, we must also not make use of or reproduce any confidential information or intellectual property owned by Imdex unless expressly authorised in writing by Imdex.

Insider trading

The Board has adopted a Share Trading Policy that sets out the periods at which we are able to trade shares in Imdex.  Buying or selling shares when in possession of “inside information” is a serious breach of the Corporations Act 2001 (Cth), for which the penalties are severe.

Use of Imdex’s resources

Imdex’s assets are critical to Imdex’s business competitiveness and future success.  Assets include all office equipment, computer systems and data, motor vehicles and other operating plant of Imdex. These assets are provided for the conduct of Imdex related tasks and business.  Any other use of these assets must be authorised.

All Imdex Employees have a duty to protect Imdex's assets and property to ensure their efficient, economical and responsible use. Theft, carelessness and waste of Imdex’s property have a direct impact on the Imdex's profitability. We should take measures to prevent damage to, and theft or misuse of, Imdex’s property.

Reasonable personal use of Imdex's email and telephone systems is permitted. However, even personal messages on Imdex's computer and telephone systems are Imdex’s property and we should therefore have no expectation of personal privacy in connection with our use of these resources.

When we leave Imdex, all Imdex property must be returned.

Equal opportunity

Imdex is committed to providing equal opportunity in all aspects of its activities. Imdex aims to ensure that all employment decisions are made solely on the basis of merit, taking into account relevant skills, qualifications, experience and ability, and without bias or prejudice.  

We must not discriminate against another person or a group of people, or engage in ‘adverse action’ on unlawful discriminatory grounds. Statues apply in all countries where Imdex operates, and employees are required to act in compliance to these laws as they apply in the country of operation.

Imdex will not tolerate any Imdex Employees engaging in discrimination or adverse action based on any of the following grounds:

  • Sex
  • Parental Status
  • Age
  • Race or social origin
  • Political belief or activity
  • Profession, trade, occupation
  • Relationship status
  • Family responsibilities
  • Irrelevant criminal record
  • Impairment
  • Trade union activity
  • Irrelevant medial record
  • Pregnancy
  • Breastfeeding
  • Gender identity
  • Religious belief or activity
  • Lawful sexual activity
  • Physical features


Any Imdex Employees who discriminates or takes adverse action may be subject to disciplinary action, up to and including dismissal.

Competition and fair dealing
Imdex competes fairly in the markets in which it operates.  Imdex relies on the continuing support of its stakeholders and these stakeholders must not be deliberately misled in any circumstances.

Imdex does not engage in unethical or illegal business practices such as stealing intellectual property, possessing trade secret information that was obtained without the owner's consent, or inducing disclosure of this type of information by past or present employees of other companies.

Imdex expects all Employees to uphold these aspirations of fair dealing and to report any activity, which may be construed to negatively affect Imdex’s reputation as a fair and honest competitor in the market.

Environment, health and safety
Imdex is committed to providing a safe and healthy workplace for all our employees and preventing any avoidable injuries or incidents. Imdex therefore expects Imdex Employees to perform operational activities in a responsible manner in accordance with legislation, regulations, codes of practice, standards and license requirements.

We must take into account the impact of environment and occupational health and safety issues when making business decisions. These decisions must not compromise Imdex Employees or the environment.

Other Imdex policies
Imdex has a range of policies and procedures concerning the manner in which we perform our role and ancillary tasks at work. These policies and procedures can be found on Imdex’s intranet. All Imdex Employees are expected to comply with Imdex’s policies and procedures, as amended or introduced from time to time.

Where the contents of policies or procedures refer to or impose obligations on Imdex, such policies will be treated as guides only and will not constitute contractual terms, conditions or representations on which we may rely.

Unauthorised public comments
As Imdex is a public company listed on the Australian Securities Exchange we must take great care in discussing Imdex’s business with third parties.  

In addition to the requirements of this Code concerning confidentiality and insider trading, we must not make comments, which may be construed as representing the official views of Imdex.  Only the Managing Director and the executives nominated by the Managing Director are authorised to provide these comments.  Divisional managers may only comment on their particular business unit.

Imdex recognises that Imdex Employees have a right to give their opinions on political and social issues in their private capacity as members of the community. Public comment made by a Imdex Employees in their capacity as a private citizen must be clearly understood by those to whom the comments are made (ie. the media or community group) as being the expression of a privately held viewpoint.

Corporate Governance Statement

  • Corporate Governance Statement 2017

Imdex Limited

 Download Imdex Corporate Governance Statement 2017

ASX Governance Principles and ASX Recommendations

The Australian Securities Exchange Corporate Governance Council sets out best practice recommendations, including corporate governance practices and suggested disclosures (ASX Recommendations). ASX Listing Rule 4.10.3 requires companies to disclose the extent to which they have complied with the ASX Recommendations and to give reasons for not following them.

Unless otherwise indicated the ASX Recommendations including corporate governance practices and suggested disclosures, have been adopted by Imdex Limited (Imdex or Company) for the full year ended 30 June 2017. In addition, the Company has a Corporate Governance section on its website: www.imdexlimited.com (under the “About Us” heading) which includes the relevant documentation suggested by the ASX Recommendations.

The Imdex Group’s Corporate Governance Statement (Statement) for the financial year ending 30 June 2017 is dated as at 30 June 2017 and was approved by the Board of Imdex Limited (Board) on 18 August 2017. The extent to which Imdex has complied with the ASX Recommendations during the year ended 30 June 2017, and the main corporate governance practices in place are set out below.

Principle 1: Lay solid foundations for management and oversight

(i) Roles and Responsibilities of Board and Management

The Board has implemented a Board Charter that formalises the functions and responsibilities of the Board. Matters specifically reserved to the board are set out in the charter.  The charter is published on the Company’s website.

The Board delegates day to day management of the business and operations of the Company to the Senior Management team to the Company’s Delegation of Authority.

(ii) Procedure for the selection and appointment of new Directors to the Board

The Company has published on its website, procedures for the selection and appointment of new Directors to the Board. The Company also has terms and conditions which govern the appointment of Non Executive Directors. These are subject to the Company’s Constitution and the Corporations Act 2001, and cover: appointment, retirement, corporate governance, remuneration, Board meetings, and Board Committees. 

The Board does not impose on Directors an arbitrary time limit on their tenure. Under the Company’s Constitution and the ASX Listing Rules however, each Director must retire by rotation within a three year period following their appointment.  In such cases, the Director’s nomination for re-election should be based on performance and the needs of the Company.

All Directors are subject to a written agreement which sets out the terms of their appointment.

(iii) Company Secretary

The Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.

(iv) Diversity

The Company has adopted a Diversity Policy to guide the Company’s employees and Board in developing and achieving its diversity objectives. The policy is published on the Company’s website.

The Company values diversity among its workforce and seeks to employ, retain and develop employees for the long term, assisting in their development and the development of the culture and values of the Company. This is done by promoting the value of different perspectives, ideas and benefits brought by engaging employees from all available talent.

The Company seeks to develop a culture of diversity within the Company whereby a mix of skills and diverse backgrounds are employed by the Company at all levels. This is achieved by:

  • developing and maintaining a diverse and skilled workforce through transparent recruitment processes;
  • promoting an inclusive workplace culture that values and utilises the contributions of all employees backgrounds, experiences and perspective through improved awareness of the benefits of workforce diversity;
  • facilitating diversity in the workplace by developing programs that promote growth for all employees, so each employee may reach their full potential, and providing maximum benefit for the Company;
  • reviewing the demographic profile at all levels of the Company (considering any patterns or gaps that are apparent); and
  • setting measurable objectives to encourage diversity within the Company.

The Board continues to work towards achieving these goals.

At 30 June 2017:

  • of the Board positions, four (80%) were held by males, and one (20%) was held by a female.
  • of 11 senior executive* positions, nine (82%) were held by males, and two (18%) were female.
  • of 413 full time employees, 324 (78%) were male and 89 (22%) were female.

 *Senior executives are defined as being persons on the Senior Management Team

(v) Evaluating Performance

Board performance is measured primarily by means of monitoring Group profitability and share price performance in the market. Individual Director performance is also measured by way of monitoring meeting attendance and individual contributions made at these meetings.  During the reporting period the performance of the Board was evaluated in accordance with this process.

The performance of senior executives is measured against prescribed criteria as set by the Remuneration Committee. These criteria are set annually and individual performance is assessed annually. A review of senior executives’ performance was conducted in the reporting period.

Principle 2: Structure the Board to add value

Imdex’s Board structure is consistent with Principle 2 of the ASX Recommendations, with the exception that it does not have a separate nomination committee for the reasons detailed below. 

(i) Board Nomination

The Board does not have a separate nomination committee and, given the Company’s size, does not intend to form such a committee.  However, the composition of the Board is determined using the following principles:

  • The Board should comprise a majority of independent, Non‐Executive Directors with a broad range of experience, skills and expertise;
  • The Chairman of the Board should be an independent, Non‐Executive Director; and
  • The roles of the Chairman and the Managing Director should not be exercised by the same individual.

(ii) Board Structure

The Board consists of a Non-Executive Chairman, three Non-Executive Directors and one Executive Director. Of the five Board members at 30 June 2017, four are considered independent.

On 25 November 2016, Ms E Donaghey, resigned as a Non-Executive Director and on 6 February 2017 Ms S Layman was appointed as a Non-Executive Director.

In accordance with the Company’s Constitution the minimum number of Directors is three. There is no maximum number, although it would be expected that the optimal number of Directors would be five or six.

The names of the Directors of the Company in office at the date of this Statement are set out in the Directors’ Report and further details concerning the skills, experience, expertise and term of office of each Director is set out in the Director’s Profiles in the first section of the 2017 Annual Financial Report (Annual Report).

(iii) Board Independence

Directors are expected to bring independent judgement to the decision making of the Board.  To facilitate this, each Director has the right to seek independent legal advice at the Group’s expense with the prior approval of the Chairman, which may not be unreasonably withheld.

In assessing Director independence, materiality has been determined from both a quantitative and qualitative perspective.  An amount of over 5% of turnover is considered material.  Similarly, a transaction of any amount, or a relationship, is deemed material if knowledge of it impacts, or may impact, the Shareholders’ understanding of the Director’s performance. The Board has conducted a review of each Director’s independence and reports as follows:

Director

Length of Service as at 30 June 2017

Assessment

Existence of any matters contained in

ASX Recommendation 2.1 affecting Independence

Mr A Wooles,
Non-Executive Chairman

1 year

Independent

Nil

Mr B W Ridgeway,
Managing Director

17 years

Not Independent

Managing Director

Mr K A Dundo,
Non Executive Director

13.5 years

Independent

Nil

Ms S Layman,
Non Executive Director (appointed 6 February 2017)

5 months

Independent

Nil

Mr I Gustavino,
Non Executive Director

2 years

Independent

Nil

Ms E Donaghey,
Non Executive Director (resigned 25 November 2016)

7 years

Independent

Nil

(iv) Induction and Training

The Company has a program for inducting new Directors which includes providing all new Directors with an induction pack which ensures that they understand the Company’s financial position, strategies, operations, culture, values and risk management policies. It also sets out the respective rights, duties, responsibilities and roles of the Board and senior executives and the Board committees.  Additionally all new Directors are encouraged to meet with other Directors, senior executives and senior managers to gain insight into relevant operational and corporate matters.

Directors are offered ongoing professional development and training programs to enable them to develop and maintain their skills and knowledge.

(v) Board Skills Matrix

The Board seeks to have an appropriate mix of skills, experience, expertise and diversity to enable it to discharge its responsibilities and add value to the Company.

The following table sets out the mix of skills and experience the Board considers necessary or desirable and the extent to which they are represented on the current Board and its Committees.

Skills and Experience

Number of Directors with that skill (out of 5)

Leadership – organisational, including senior executive leadership experience

5

Financial acumen – senior experience in finance, including in financial accounting and reporting

5

Governance - experience with governance in the listed sector

5

Human resources – senior experience in people management and human resources policy

5

Industry – experience in the mining, equipment, technology and services industry

5

Digital Technology/Innovation – experience in transforming business models and processes including in relation to technology and digital platforms

1

Strategy – experience in developing and implementing strategic business plans

5

In view of the above Skills Matrix, in the future when there is a Board vacancy, Digital Technology and Innovation will be one of the key areas the Company will prioritise in the search for a new Board appointment. 

Principle 3: Act ethically and responsibly

Code of Conduct

Both the Board and the Company’s employees are expected to maintain the highest level of corporate ethics and personal behaviour. The Company’s Code of Conduct (Code) provides all of its employees with an ethical and legal framework for their decisions and actions in relation to the conduct of their employment by establishing the minimum standard of conduct expected.

The Code provides guidance to employees on carrying out their duties and includes:

  • acting ethically, honestly and with integrity
  • ensuring work is carried out efficiently, economically and effectively; and
  • follow the policies of the Company and encourage fellow employees to exercise similar qualities of personal and professional integrity as those outlined in the Code.

The Code provides clear directions on conducting business internationally, interacting with governments, communities, and general workplace behaviour having regard to the best practice corporate governance models and is available on the Company’s website under the “Corporate Governance” section.

Principle 4: Safeguard integrity in corporate reporting

(i) The Audit, Risk and Compliance Committee

The Audit, Risk and Compliance Committee (ARC Committee) consists of three independent Non Executive Directors and operates under a formal charter approved by the Board.  The charter is published on the Company’s website.

The ARC Committee is chaired by an independent Chairperson who is not the Chairman of the Board.

The role of the ARC Committee is to advise on the establishment and maintenance of a framework of internal control, risk management protocols, appropriate ethical standards for the management of the Company and to approve the annual internal audit plan. It also gives the Board assurance regarding the quality and reliability of financial information prepared for use by the Board in determining policies for inclusion in Financial Statements.

The members of the ARC Committee during the year and at the date of this Statement were:

  • Ms S Layman (appointed Chairperson 6 February 2017);
  •  Mr K Dundo (member for the full year and Chairperson until 6 February 2017);
  • Ms E Donaghey (resigned 25 November 2016);  and
  •  Mr A Wooles (appointed 19 August 2016).

The experience and qualifications of each member is set out in the Directors’ Profiles in the first section of the Annual Report.  The Company Secretary acts as secretary of the ARC Committee.

The external auditors, the Managing Director and the Chief Financial Officer are invited to the ARC Committee meetings at the discretion of its members. Details of meetings held by the ARC Committee during the year are set out in the Directors’ Report.

(ii) Statement by the Managing Director and Chief Financial Officer

The Managing Director and the Chief Financial Officer have signed a declaration to the Board attesting to the fact that the Annual Report presents a true and fair view, in all material respects, of the Company’s financial condition and operational results and are in accordance with relevant accounting standards.

(iii) External Auditors

The Board reviews the performance, skills, cost and other matters when assessing the appointment of external auditors. This review is generally undertaken at the completion of the preparation of the Annual Report and involves discussions with the auditors and the Group's senior management. Information concerning the selection and appointment of external auditors is published on the Company’s website.

The external auditors are required to attend the Annual General Meeting of the Company and be available to answer questions from Shareholders.

Principle 5: Make timely and balanced disclosure

Continuous disclosure policies and procedures

The Company has developed procedures to ensure that it complies with the disclosure requirements of the ASX Listing Rules. The procedures are published on the Company’s website.

The procedures set out who is responsible for determining whether information is of a type or nature that requires disclosure, the Board’s role in reviewing the information disclosed to ASX and the procedures for ensuring that the information is released to ASX.

All information disclosed to the ASX is published on the Company’s website as soon as practicable.

Principle 6: Respect the rights of Shareholders

Shareholders Communications Policy

The Company has established a Shareholder Communications Policy which is published on the Company’s website.

The aim of the policy is to ensure that Shareholders are informed of all major developments affecting the Group's state of affairs.  Information is communicated to Shareholders through:

  • the Annual Report which is made available to all Shareholders. The Board ensures that the Annual Report includes relevant information about the operations of the Group during the year, changes in the state of affairs of the Group and details of future developments, in addition to the other disclosures required by the Corporations Act 2001;
  • the Half-Yearly Report which contains summarised financial information and a review of the operations of the Group during the period. The Half-Year Financial Report is prepared in accordance with the requirements of Accounting Standards and the Corporations Act 2001 and is lodged with the Australian Securities & Investments Commission and the Australian Securities Exchange. The Half-Year Financial Report is made available to all Shareholders;

All Shareholders have the option of receiving communications electronically and can contact the Company by email at: imdex@imdexlimited.com or its security registry, Computershare, directly at: www.computershare.com.au.  Further information concerning the Company and the full text of the various announcements and reports referred to above are available on the Company’s website: www.imdexlimited.com.

Principle 7: Recognise and manage risk

(i) Audit, Risk and Compliance Committee

As set out above, the Board has an Audit, Risk and Compliance Committee (ARC Committee) to oversee risk, which consists of three independent Non Executive Directors and operates under a formal charter approved by the Board.  The charter is published on the Company’s website.

The ARC Committee is chaired by an independent Chairperson who is not the Chairman of the Board.

The members of the ARC Committee during the year and at the date of this Statement were:

Ms S Layman (appointed Chairperson 6 February 2017);
Mr K Dundo (member for the full year and Chairperson until 6 February 2017);
Ms E Donaghey (resigned 25 November 2016);  and
Mr A Wooles (appointed 19 August 2016).

The experience and qualifications of each member is set out in the Directors’ Profiles in the first section of the Annual Report.  The Company Secretary acts as secretary of the ARC Committee.

(ii) Risk oversight and management policies

The Board has sought to minimise the business' risks by focusing on the Company's core business. The Board is responsible for ensuring that the Company’s risk management systems are adequate and operating effectively.

The Company has an independent internal audit function that operates under a Charter approved by the ARC Committee. The committee reviews the risk management framework on an annual basis and after undergoing a review in this reporting period covered by Appendix 4G does not believe it has any material exposure to economic, environmental and social sustainability risks.

The Company has established a Risk Management Policy which is published on the Company’s website.

In addition to receiving Internal Audit Reports, the ARC Committee also receives regular reports from the External Audit function.

(iii) Internal Audit  

The Group has an internal audit function that reports directly to the ARC Committee. The internal audit function is outsourced to internal audit consultants providing independent and objective evaluation in regard to the Company’s risk management, internal controls and governance processes.  The conduct and independence of the internal audit function are governed by the Internal Audit Charter which is approved by the ARC Committee. The annual work plan of the internal audit function is approved annually by the ARC Committee.

Principle 8: Remunerate fairly and responsibly

(i) Remuneration Committee

The Remuneration Committee consists of three Non Executive Directors and assists the Board in determining executive remuneration policy, determining the remuneration of Executive Directors and reviewing and approving the remuneration of senior management.

The members of the committee during the year and at the date of this Statement were:

  • Mr A Wooles (member for the full year and appointed Chairperson 19 August 2016);
  • Ms E Donaghey (Chairperson until 19 August 2016, resigned 25 November 2016);
  • Mr K Dundo; and
  • Mr I Gustavino.

The experience and qualifications of each committee member is set out in the Directors’ Profiles in the first section of the Annual Report. 

The Remuneration Committee operates under a written charter that is published on the Company’s website.

(ii) Company’s remuneration policies

Details on the remuneration of Directors and Executives as well as the Company’s remuneration policies are set out in the Remuneration Report that is contained in the Directors’ Report.

(iii) Structure of Non Executive Director’s remuneration

The terms and conditions governing the remuneration of Non Executive Directors are set out in their appointment letter. All Non Executive Directors are remunerated by way of fixed cash fees. Non Executive Directors are not provided with retirement benefits other than statutory superannuation. The maximum total remuneration payable to Non Executive Directors was approved by Shareholders at the 2015 Annual General Meeting and is currently $700,000. From time to time additional benefits may be agreed with Directors with due regard to market conditions.

(iv) Equity‐based remuneration scheme

The Company has a Security Trading Policy which imposes trading restrictions when dealing with Imdex securities, specifically limiting key management and employees of the Company or persons who have access to inside information relating directly or indirectly to the Company, from trading in the Company's securities.  The policy can be found on the Company’s website.

Diversity Policy

Diversity Policy 

Imdex Limited (Company or Imdex) has adopted this diversity policy to guide the Company's employees and board of directors (Board) in developing and achieving its diversity objectives.

Imdex values diversity among our workforce. The Company seeks to employ, retain and develop employees for the long term, assisting in their development and the development of the culture and values of the Company. This is done by promoting the value of different perspectives, ideas and benefits brought by engaging employees from all available talent.

This policy takes notice of the Principles of Good Corporate Governance and Best Practice Recommendations 3rd Edition as established by the ASX Corporate Governance Council (ASX Principles). However, this is not incorporated into (and does not form a part of) this policy.

Diversity

The Company seeks to develop a culture of diversity within the Company whereby a mix of skills and diverse backgrounds are employed by the Company at all levels. The Company values the benefits brought to the Company by employees from a variety of backgrounds including:

  • gender
  • age
  • geographical location
  • ethnicity
  • cultural and religious background
  • education
  • experience
  • flexibility

Statement of Corporate Goals 

 This Company strives to:

  1. develop and maintain a diverse and skilled workforce through transparent recruitment processes
  2. promote an inclusive workplace culture that values and utilises the contributions of all employees backgrounds, experiences and perspective though improved awareness of the benefits of workforce diversity
  3. facilitate diversity in the workplace by developing programs that promote growth for all employees, so each employee may reach their full potential, and providing maximum benefit for the Company
  4. review the demographic profile at all levels of the Company (considering any patterns or gaps that are apparent)
  5. set measureable objectives to encourage diversity within the Company.

The Board, will develop objectives that will work towards achieving these goals. The objectives will be reviewed and analysed regularly to assist the Company to benefit from a diverse workplace. The analysis derived from the review of the objectives will be disclosed in the Company's annual report, demonstrating progress made towards achieving each objective.

Evaluation of the Board of Directors

Evaluation of the Board of Directors

Description of the performance evaluation procedure for the Board and individual Directors.

There is a regular process to enable the Chairman to discuss and evaluate with each Director their contribution to the Board of Imdex Limited and to enable that Director to comment on all facets of the operation of the Board.  In addition, executives are subject to formal annual reviews of their performance. The Board considers that this process is adequate in relation to the company’s size.

Procedure for the Selection and Appointment of New Directors

Procedure for the Selection and Appointment of New Directors

Purpose

To ensure that there are defined procedures for the selection and appointment of new Directors to the Imdex Limited Board.

Procedure

It is recognised by the Board of Imdex that a Nomination Committee is not seen as practicable for a Board of Imdex’s size. However a formal and transparent procedure for the selection and appointment of new directors to the Board helps promote understanding and confidence in that process.

Board Composition

The Board’s Charter requires that the Board comprise a majority of non-executive Directors with a broad range of expertise, skills and experience.  Particular candidates may also be considered where they hold particular experience in the various activities conducted by the Imdex group.

Identification of potential Board candidates

The Board and each of the individual Directors are expected to be continually on the look out for candidates that they consider may be valuable members of the Board.  At various times the Board may also determine that there is a specific requirement for a Director with a particular skill set, and at this time external consultants may be engaged to identify potential candidates.

Selection

Once a potential candidate had been identified that candidate would be expected to provide a copy of their Resume detailing their skills and experience.  The Board, generally as part of a Board meeting, would interview the candidate and also explain details of Imdex, its operations, policies and expectations.  The Board, as a whole, shall consider the appointment and this is subject to the Directors’ voting arrangements set out in the Company’s Constitution.

Appointment to the Board

Once the Board decides to appoint a new Director, that Director would be expected to sign the Terms and Conditions for appointment of Non-Executive Directors and the Directors Consent to Act form.  The Director would also be provided with access to the Company’s Board Charter and other relevant policies and procedures.  Following this, an announcement would be made to the ASX containing various details concerning the Directors skills and experience and the reason for the appointment to the Board.  Appropriate details would also be provided to the ASX concerning the Directors shareholdings in Imdex.

Responsibility

The Chairman is ultimately responsible for compliance with this procedure, however it would be expected that all Directors comply with this procedure.

Remuneration Committee Charter

Remuneration Committee Charter

The Board of Directors of Imdex Limited has approved the following terms of reference for the Remuneration Committee. This Committee has the authority to review, on behalf of the Board, matters arising in relation to the remuneration of Directors and Senior Management.

Objectives

The objectives of the Remuneration Committee will be to assist the Board in:

  • Determining executive remuneration policy
  • Determining the remuneration of executive directors
  • Reviewing and approving the remuneration of Senior Management
  • Reviewing and approving all equity based plans

Composition

Committee members will consist of a majority of non-executive directors of the Board of Imdex.  The Secretary of the Committee shall be the Company Secretary of Imdex.

Meetings

The Committee shall meet as frequently as required but not less than two times a year.  The Secretary will be required to give reasonable notice of a meeting.  Other officers of the Group or external persons may be invited to attend Committee meetings.  The Chairman will call a meeting of the Committee if so requested by any Committee member, any Director or the Auditors.  The Chairman of the Committee shall report the findings and recommendations of the Committee to the Board after each Committee meeting.

Functions and Responsibility

The Committee shall:

1.   Executive Remuneration Policy

  • Review and approve the Group’s policy for determining executive remuneration including, but not limited to, retirement benefits and compensation payments, and any amendments to that policy proposed from time to time by management
  • Review the on-going appropriateness and relevance of the executive remuneration policy and other executive benefit programs
  • Consider whether to seek shareholder approval of the executive remuneration policy
  • Oversee the implementation of this remuneration policy within the Group

2.   Executive Directors and Senior Management

  • Consider and make recommendations to the Board on the remuneration for the Managing Director and any other Executive Director (including base pay, incentive payments, equity awards, retirement rights, service contracts) having regard to the executive remuneration policy. The Committee will need to determine whether any shareholder approvals are required
  • Review and approve the proposed remuneration (including incentive awards, equity awards and service contracts) for Senior Management

3.   Executive Incentive Plans

  • Review and approve the design of all executive incentive plans
  • Review and approve the total proposed payments from each executive incentive plan

4.   Equity Based Plans

  • Review and approve the design of all equity based plans
  • Keep all plans under review in the light of legislative, regulatory and market developments
  • For each equity based plan, determine each year whether awards will be made under that plan
  • Review and approve total proposed awards under each plan
  • In addition to considering awards to Executive Directors and Senior Management, review and approve proposed awards under each plan on an individual basis for executives as required under the rules governing each plan or as determined by the Committee
  • Review, approve and keep under review performance hurdles for each equity based plan

5.   Non-executive Director Remuneration

  • Review and approve the remuneration for non-executive directors seeking approval from Shareholders as required

6.   Approvals The Committee must approve the following prior to implementation:

  • Changes to the remuneration or contract terms of Executive Directors and Senior Management
  • Termination payments to Executive Directors or Senior Management 

Other Matters

The Committee shall:

  • Examine any other matters referred to it by the Board within the Imdex Group
  • Act honestly and exercise the degree of care and diligence expected of a reasonable person

Rights in Obtaining Information from Management

The Committee has the authority to seek any information it requires from any officer or employee of the Imdex Group and such officers or employees shall be instructed by the Board to respond to such enquiries.  The Committee is authorised to take such independent professional advice as it considers necessary.

Decision Making

Where any Committee member has a contrary view to a Committee decision, that view is to be reported to the Board.

Review of Charter

This Charter will be reviewed by the Committee, or the Board at its discretion, from time to time, to ensure that it continues to reflect the letter and spirit of all applicable laws and regulations and Imdex’s commitment to its staff and the community.

Risk Management

Risk Management 

Description of Risk Management Policy 

The identification and proper management of risk within Imdex is an important priority for the Board and management. 

The Board has sought to minimize the business’ risks by focusing on the Company’s core business.  The Board is responsible for ensuring that the Company’s risk management systems are adequate and operating effectively.

An annual review of the risks faced by the Company is undertaken.  For future reporting periods the Managing Director and Chief Financial Officer will attest to the adequacy of the system of risk oversight, management and internal control on a formal basis every six months.

The Board believes that through the Board itself, the Audit Committee, the Internal Audit Function and external auditors there is adequate oversight of the Company’s risk management and internal controls.

Security Trading Policy

Security Trading Policy

Imdex Limited (Company or Imdex) has amended this security trading policy to regulate dealings in securities issued by the Company in accordance with ASX Listing Rule 12.9.

The law prohibits, and imposes severe penalties on insider trading.  The Corporations Act 2001 (Cth) (Corporations Act) and the ASX Listing Rules require disclosure of trading undertaken by Directors or their related entities in the Company’s securities.

Policy Background

This policy imposes trading restrictions when dealing with Imdex securities, specifically limiting key management and employees of the Company or persons who have access to inside information relating directly or indirectly to the Company, from trading in the Company's securities.

This policy aims to develop a culture of awareness of individual responsibilities under insider trading laws.  This policy is made available on the Company website, to all key management and employees and is subject to ASX announcement, including upon any material changes to the policy.

If you do not understand any part of this policy or how it applies to you please contact the Company Secretary.

Insider Trading

Insider Trading is buying or selling, or inducing others to buy or sell, securities in any company, including the Company’s securities, when in possession of Material Inside Information.

 Material Inside Information is information concerning the Company’s financial position, strategy or operations that is not public information (i.e. not generally available) and if made public a reasonable person would expect that it would be likely to have a material effect on the price or value of the Company’s securities.  Information may include information that is supposition only and not definite enough to warrant public disclosure.  It also may include matters which relate to intentions or likely intentions.  It does not matter how you have come by the material information.

 Examples of material information may include (but are not limited to) information about:

  • Earnings or dividends before they are announced
  • An imminent share issue or other capital raising
  • An important new contract, new development or new venture
  • The results of exploratory work or testing
  • The likelihood of approvals being granted
  • A proposed acquisition, merger or takeover
  • A proposed disposal, rationalisation or restructuring
  • Major financial difficulties or losses
  • Possible de-listing, closure, receivership or liquidation.

Dealing in securities includes trading, subscribing, buying or selling securities or entering an agreement to do so, as well as advising, procuring or encouraging others such as family members, friends, colleagues etc to trade in securities.

 Insider Trading is a criminal offence attracting fines and possible imprisonment.  Any person in possession of Material Inside Information must not trade in securities of that company.  It is a personal responsibility of each individual to comply with the laws governing Insider Trading.

 This Insider Trading prohibition is set out in detail in section 1043A of the Corporations Act and is an overriding obligation which applies despite anything in this policy.

Employees

Employees of the Company may have access to Material Inside Information during the course of their employment.  This policy sets parameters and procedures to reduce the risk of perceived Insider Trading.

Employees have a duty of confidentiality to the Company.  A person must not reveal any confidential information concerning the Company, use that information in any way which may cause loss to the Company, or gain an advantage for themselves or anyone else.  This obligation may also extend to information obtained in regard to other companies including the Company's suppliers or customers.

Employees generally may freely trade in Imdex securities, however, they are reminded that Insider Trading restrictions apply to them.  Strict compliance with the Insider Trading restrictions are a condition of employment and any employee who breaches this restriction will be subject to disciplinary action which may include dismissal.

Employees must:

  1. Take all reasonable steps to prevent the trading by their spouse, partner, child or other immediate family member, or trust or other entity controlled by them or an investment adviser on behalf of them intends dealing in Imdex securities
  2. Not engage in short term or speculative trading of Imdex Limited securities, which is defined as the purchase and sale of the same securities within a 12 month period
  3. Exercise care if borrowing monies to purchase securities or offering securities held by them as collateral
  4. Not enter into arrangements, such as margin loans or arrangements involving the Company's securities as collateral to secure repayment of a loan, where the lender is granted a right to sell or compel the sale of the securities at a time that this policy prohibits the employee dealing in the securities
  5. Not use derivatives such as caps, collars, warrants or similar products into in relation to any Company securities held by employees.

Key Management Personnel

Additional restrictions on dealing in the Company’s securities apply to those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including Directors and any of their associates, where considered appropriate,  where considered appropriate, executives reporting directly to the Managing Director/Chief Executive Officer and any other employees of the Company considered appropriate by the Chief Executive Officer and Company Secretary from time to time (Key Management Personnel).

A list of all Key Management Personnel is to be maintained by the Company Secretary who will ensure all Key Management Personnel receive notification of this policy.

Key Management Personnel cannot trade in the Company's securities without written approval, pursuant to the procedures set out in this policy.

Scope of the Policy

The purpose of this policy does not apply to every dealing with the Company's securities and as such there are some dealings which may be exempt from the requirements of this policy, namely:

  • Where the beneficial interest in the relevant Company's security does not change
  • Where the persons otherwise prohibited from dealing pursuant to this policy have no control over trading decisions
  • Where trading occurs under an offer to all or most of the Company's security holders.

Where persons otherwise prohibited from dealing in the Company's securities pursuant to this policy, namely Employees and Key Management Personnel (Restricted Person), the following dealings are specifically excluded from the application of this policy:

  • Where securities are held in a non self managed superannuation fund or other saving scheme in which the Restricted Person is a beneficiary
  • An investment in, or trading in units of, a fund or other scheme (other than a scheme only investing in the securities of the entity) where the assets of the fund or other scheme are invested at the discretion of a third party
  • Where a Restricted Person is a trustee, trading in the securities of the entity by that trust provided the Restricted Person is not a beneficiary of the trust and any decision to trade during a prohibited period is taken by the other trustees or by the investment managers independently of the Restricted Person
  • Undertakings to accept, or the acceptance of, a takeover offer
  • Trading under an offer or invitation made to all or most of the security holders, including decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue
  • A disposal of securities of the entity that is the result of a secured lender exercising their rights, for example, under a margin lending arrangement
  • The exercise (but not the sale of securities following exercise) of an option or a right under an employee incentive scheme, or the conversion of a convertible security, where the final date for the exercise of the option or right, or the conversion of the security, falls at a time prohibited under this policy and the Restricted Person could not reasonably have been expected to exercise it at a time when free to do so
  • Transactions conducted between a person and their spouse, civil partner, child or step-child
  • Bona fide gifts to a Restricted Person by a third party
  • Decisions relating to whether or not to take up the entitlements under a renounceable pro rata issue.

However, where any employee of the Company who would otherwise be prohibited from trading under this policy, and is seeking to rely on these exclusions so as to trade, they must first notify the Company Secretary in writing of the dealing and the applicable exclusion.

Application to deal

Key Management Personnel must, on all occasions before dealing with the Company's securities, provide written notification to the Company Secretary of:

  1. Details regarding their intention to deal with the Company's securities
  2. Confirm they are not in possession of Material Inside Information
  3. Provide an application in accordance with Schedule 1 to the Company Secretary.

The Company Secretary will then refer the application to the Chairman of the board of directors of the Company (Board) who:

  1. Must inform the Board of any such requests
  2. May refer such a request to the Board at their discretion or where the Chairman intends to trade in the Company’s securities must refer such request to the Board
  3. Must respond (or authorise the Company Secretary to respond) to the application, normally, within 24 hours by written (which may be in the form of an email) decision
  4. In the event of approval, place conditions on the approval when deemed appropriate.

Where dealing by a Key Management Personnel is approved:

  1. Dealing must occur within 14 days of the approval or subject to the conditions of the approval
  2. Key Management Personnel must advise the Company Secretary within five business days of the date that trading has occurred, including details of the applicant's percentage shareholding in the Company
  3. Company Secretary shall advise the Board of all such trades
  4. Where applicable the Company Secretary will ensure an Appendix 3Y is lodged with ASX.

Notwithstanding that the Company Secretary is to be informed of all information concerning Key Management Personnel's shareholding, the ultimate responsibility for ensuring that the required forms and notifications (including any substantial shareholding or change in any substantial shareholding) are lodged with ASIC and ASX, remains with the relevant Key Management Personnel.

Key Management Personnel should note that, notwithstanding the formal consent to deal, it is the Key Management Personnel's obligation to ensure that they do not breach the general obligation not to deal in the Company's securities when in possession of unpublished price sensitive information, being Material Inside Information.

Prohibited Periods

The Board has the discretion to prohibit trading by any Key Management Personnel, for example during periods when it is considering matters which are subject to the exceptions to the continuous disclosure requirements set out in Listing Rule 3.1A (Prohibited Periods).

As Key Management Personnel cannot trade in the Company's securities without written approval, this provides the opportunity for the Board to exercise its discretion to prohibit trading.

Closed Periods

In addition to the Board's discretionary prohibition on trading by Key Management Personnel during Prohibited Periods, given the heightened risk of perceived insider trading on the following occasions, Key Management Personnel are prohibited from trading during:

  1. The period commencing from the end of the financial half (31 December) to the release of the Company's half year results to the ASX and ending 24 hours after such releases
  2. The period commencing from the end of the financial year (30 June) to the release of the Company's year end results to the ASX and ending 24 hours after such releases
  3. The period commencing two weeks prior to the Company's Annual General Meeting and ending 24 hours after the close of the Annual General Meeting.

Exceptional Circumstances

An application may be made to sell (but not to purchase) securities, when this policy otherwise prohibits, on the grounds of Exceptional Circumstances.

 "Exceptional circumstances" may include genuine hardship, severe financial hardship, and court orders or some other overriding legal or regulatory requirement, as determined at the Chairman's discretion.  A tax liability would not normally constitute severe financial hardship unless the person has no other means of satisfying the liability.

The applicant must provide written notification to the Company Secretary of:

  1. Details regarding their intention to deal with the Company's securities
  2. Confirm they are not in possession of Material Inside Information
  3. Provide an application in accordance with Schedule 2 to the Company Secretary.

The Company Secretary will then refer the application on to the Chairman of the Board.

The application must satisfy the Chairman that their circumstances are exceptional and that the proposed sale of relevant securities is the only reasonable course of action available.  In determining whether circumstances are exceptional the Chairman will give consideration to the purpose of the relevant ASX Listing Rules and will exercise their discretion with caution.

The Chairman must inform the Board of any such requests and may refer such a request to the full Board at his discretion or must refer the request to the Board where it is the Chairman seeking approval to trade in the Company’s securities.

In the event of approval, conditions may be placed on the approval when deemed appropriate.

Where dealing is approved on exceptional circumstances:

  1. Dealing must occur within 14 days of the approval or subject to the conditions of the approval
  2. The applicant must advise the Company Secretary within five business days of the date that trading has occurred, including details of the applicant's percentage shareholding in the Company
  3. Company Secretary shall advise the Board of all such trades
  4. Where applicable the Company Secretary will ensure an Appendix 3Y is lodged with ASX.

Notwithstanding that the Company Secretary is to be informed of all information concerning Key Management Personnel's shareholding, the ultimate responsibility for ensuring that the required forms and notifications (including any substantial shareholding or change in any substantial shareholding), are lodged with ASIC and ASX, remains with the relevant Key Management Personnel.

Notwithstanding the formal consent to deal, it is the applicant's obligation to ensure that they do not breach the general obligation not to deal in the Company's securities when in possession of unpublished price sensitive information, being Material Inside Information.

Shareholder Communications Policy

Shareholder Communications Policy

The Board of Directors aims to ensure that Shareholders are informed of all major developments affecting Imdex’s state of affairs.  Information is communicated to Shareholders as follows:

  1. The Annual Report is made available to all Shareholders (unless a Shareholder has specifically requested not to receive the Report). The Board ensures that the Annual Report includes relevant information about the operations of the Company during the year, changes in the state of affairs of the Company and details of future developments, in addition to the other disclosures required by the Corporations Act 2001.
  2. The Half-Yearly report contains summarised financial information and a review of the operations of the Company during the period.  Half-year audited Financial Statements prepared in accordance with the requirements of Accounting Standards and the Corporations Act 2001 are lodged with the Australian Securities & Investments Commission and the Australian Stock Exchange. The Financial Statements are sent to any Shareholder who requests them.
  3. Regular reports released through the Australian Stock Exchange and the media.
  4. The Board encourages full participation of Shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the Company’s strategy and goals. Important issues are presented to the Shareholders as single resolutions. The Shareholders are also responsible for voting on the appointment of Directors.
  5. All ASX announcements are posted on the Company’s website as are copies of the Company’s Annual and Half-Year Financial Reports.
  6. The Company’s website also contains detailed information concerning the Company and each of its operating business units.