The Board of Directors of Imdex Limited has adopted a Code of Conduct (Code) to address matters relevant to the Company’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 Company’s website.

This Code applies equally to all employees, directors and officers of the Company and all are responsible for ensuring their individual compliance with the Code.  The Managing Director, Group General Manager and other managers, as appropriate, are responsible for ensuring that the conduct of employees in their charge complies with the Code.

Introduction

All stakeholders are entitled to expect the highest professional standard from employees and directors of the Company.  Compliance with this Code, and Imdex’s other policies will contribute positively to the good corporate governance of the Company as a whole.

Discharge of duties

We must discharge our duties at the highest level of honesty and integrity having regard to our position and the organisations goals and objectives.

Bribery and Corruption

We condemn any form of bribery and corruption.  Employees must never, directly or through intermediaries, offer or promise any personal or improper financial or other advantage in order to obtain or retain a business or other advantage from a third party, whether public or private. Nor must they accept any such advantage in return for any preferential treatment from a third party.

Moreover, employees must refrain from any activity or behaviour that could give rise to the appearance or suspicion of such conduct or the attempt thereof.  Employees should be aware that the offering or giving of improper benefits in order to influence the decision of the recipient, even if he or she is not a government official, may not only entail disciplinary sanctions, but also result in criminal charges.

Compliance with laws

We must observe the rule and spirit of all laws and regulations under which the Company operations.  In addition, we must comply with the ethical and technical requirements of any relevant regulatory or professional body.

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.

Confidentiality

During the course of our duties we may learn information about Imdex, its subsidiaries or its stakeholders. Unless we have specific permission, we must not use or give out confidential information to employees or other officers of the Company or third parties.

Insider trading

The Board has adopted a Share Trading Policy that sets out the times at which we are able to buy and sell shares in the Company.  Buying or selling shares when in possession of “inside information” is a serious breach of the Corporations Law, for which the penalties are severe.

Use of the Company’s resources

Imdex’s assets are critical to our business competitiveness and future success.  Assets include all office equipment, computer systems and data, motor vehicles and other operating plant of the Company.

These assets are provided to you to conduct Imdex business.  Any other use you make of these assets must be authorised.

Equal opportunity

Imdex is an equal opportunity employer and discrimination or harassment of any kind will not be tolerated.

Competition

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.

Environment, health and safety

The environment in which Imdex operates and the health & safety of its employees is a core concern for Imdex. We must take into account the impact of environment and health & safety issues when making business decisions.  These decisions must not compromise the responsibility to our employees, the environment and must at all times comply with local laws. Observe the principles of independence, accuracy and integrity in dealings with the board, audit committees, board committees, internal and external auditors and other senior managers within the organisation and other relevant bodies external to the organisation.

Other Imdex Policies

Imdex has a range of policies and procedures that govern the roles we perform.  These polices and procedures can be found on the Company’s intranet.

Unauthorised public comments

As Imdex is a public company listed on the Australian Stock Exchange we must take great care in discussing the Company’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 he nominates are authorised to provide these comments.  Divisional managers may only comment on their particular business unit.