We are an innovative enterprise HR software company delivering cloud-first, intelligent workforce solutions to organisations with large “shift-based” workforces.
The following statement outlines the principal corporate governance practices and procedures that were in place throughout the financial year and the extent to which they depart from the third edition of best practice recommendations of the ASX Corporate Governance Council released March 2014.
The board of directors is responsible for the corporate governance practices of the company including the direction and oversight of the company’s business
on behalf of the shareholders. Responsibility for the formulation of strategy and management of day-to-day operations and administration is delegated by the
board of directors to the CEO.
Policy and other functions of the board of directors include.
Set out below are the following significant policies instigated and monitored by the board of directors under the terms of the above charter, share trading policy, continuous disclosure, shareholder communication, risk management, performance and evaluation of directors and executives, and remuneration of directors and executives.
No director, senior executive or employee shall purchase or sell company securities, or securities of a
Company in a “special relationship” with the company, while in possession of material information
Concerning the company or such a company that has not previously been generally disclosed to the
Investing public for at least two business days.
Nor shall an employee inform any individual or entity of any such material information, except in the
Necessary course of business.
Employees are encouraged to invest in the company’s securities, but must avoid trading when in
Possession of confidential material information which, if generally available, would reasonably be
Expected to either have an effect on the market price or value of those securities or affect an investor’s
Decision as to whether to buy, sell or hold securities in the company.
Directors and executives are required to give prior notice to the chairman of any dealings in company
Securities by themselves or their associates and to provide particulars of any transactions immediately
Following execution. The secretary is to make the requisite notifications to asx following the transaction finalisation.
Board members, executive management, and company officers are made aware of the requirements to follow corporate policies and procedures, to obey the law and to maintain appropriate standards of honesty and integrity at all times. In this regard, the directors have adopted a code of conduct for directors, senior executives, and employees which “inter alia” deals with compliance with legal and other obligations to legitimate stakeholders. More specifically, the code of conduct covers ethical operations, compliance with laws, dealings with customers and public officials, conflicts of interest, confidential and proprietary information and insider trading. The code of conduct underpins the formal charter and all policies of the company.
CONFLICTS OF INTEREST
Directors must act in the best interests of the Company as a whole. Directors shall engage in and
promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships.
Directors must not take advantage of their position or information acquired in the course of their duties,
or misuse information for personal gain or to cause detriment to the company.
Confidential information received in the course of the exercise of a Director’s duties remains the property of the company and it is improper to disclose it, or allow it to be disclosed unless that disclosure has been authorized by the Chairman with consideration to the persons concerned, or as required by law.
Directors shall act honestly and with integrity in all of their dealings with employees, suppliers,
customers and competitors such that the best interests and reputation of the company are maintained
PROTECTION OF ASSETS
Directors must use their best endeavors to protect the company’s assets and ensure that those assets are
used for business purposes only.
COMPLIANCE WITH LAWS AND REGULATIONS
Directors have an obligation, at all times, to comply with the spirit, as well as the letter, of the law, including any applicable rules and regulations
PROMOTION OF ETHICAL AND LAWFUL BEHAVIOR
Directors will at all times strongly encourage legal and ethical behavior. If the Director becomes aware of unlawful or unethical behavior then they are obliged to report such activities to the Chairman. Information provided should be treated in a discrete and confidential fashion and the matters dealt with expeditiously.