Ethical Business Practices

The company has adopted a Code of Conduct and is committed to being a socially responsible corporate citizen, using honest and fair business practices and to act in the best interests of clients so as to achieve the best outcome for shareholders.

The board has procedures in place for reporting any matters that may give rise to conflict between the interests of a director and those of the Company.

Code of Conduct Policy

Guiding Principle

BSA is committed to complying with the continuous disclosure obligations of the Corporations Act 2001 and the Listing Rules of the Australian Securities Exchange (ASX).

The guiding principles of continuous disclosure are set out in the Australian Securities and Investments Commission's (ASIC's) Better Disclosure to Investors publication.

Purpose

The continuous disclosure policy is designed to ensure that:

  • There is full and timely disclosure of BSA's activities to shareholders and the market, in accordance with BSA's legal and regulatory obligations; and
  • All stakeholders (including shareholders, the market and other interested parties) have an equal opportunity to receive and obtain externally available information issued by BSA.

The policy is reviewed regularly to ensure that the Policy reflects any legislative or regulatory requirements or ‘best practice' developments.

Accountabilities and Responsibilities

For administrative convenience, BSA has nominated the Company Secretary as the person responsible for communication with ASX. In addition, the company secretary has responsibility for overseeing and coordinating disclosure of information to ASX and communicating with the Managing Director and Chief Financial Officer in relation to continuous disclosure matters.

The Managing Director is responsible for overseeing and coordinating disclosure of information to the media and to analysts, brokers and shareholders and communicating with the company secretary in relation to continuous disclosure matters.

Responsibility for reviewing disclosure issues arising from open or one-on-one briefings with either financial market or media representatives lies with the presenter.

Each manager of a business unit is responsible for:

  • Communicating with the company secretary in relation to possible continuous disclosure matters; and
  • Communicationg with the managing director in relation to media matters and investor relations matters concerning the business unit.

Disclosure Principle

In order to ensure that BSA meets its obligations of timely disclosure of such information, the company adheres to the following practices:

  • Immediate notification to ASX of information concerning the company that a reasonable person would expect to have a material effect on the price or value of the company's securities as prescribed under Listing Rule 3.1 except where such information is not required to be disclosed in accordance with the exception provisions of the listing rules; and
  • All information disclosed to ASX is promptly placed on the company's web site following receipt of confirmation from ASX.

External Communications

Under the policy, only those BSA employees who have been authorized by a disclosure officer can speak on behalf of the company to the media, investors and analysts.

ASX will not disclose price-sensitive information to any investor or analyst before formally disclosing the information to the market.

Because of BSA's obligation to notify the ASX before giving information to any other party, the Policy recognizes that BSA will not release price-sensitive information under an embargo arrangement.

Release of Briefing Materials

Any written materials containing price sensitive information to be used in briefing media, institutional investors and analysts are lodged with ASX prior to the briefing commencing. Upon confirmation of receipt by ASX, the briefing material is posted to the company's web site. Briefing materials may also contain information that may not strictly be required under continuous disclosure requirements.

Media releases, financial reports and AGM speeches are also lodged with ASX and upon confirmation of receipt by ASX, these are posted to the company's web site.

Conflict of Interest

A conflict of interest may arise where the interests of an employee interferes or appears to interfere with the interests of the company as a whole.

To avoid such conflicts, employees are required to:

  • Advise their manager of any material interest or proposed material interest that they may have in a customer, provider or service supplier;
  • Seek prior approval from the company before agreeing to become a director of any other company, which, by virtue of the size and nature of its activities, or time commitment involved, may create a conflict of interest;
  • Not seek or accept offers of gifts, money or favours which might influence or appear to influence the making of any business decisions;
  • Not be involved in any other business or position that may result in them not being able to carry out their duties and responsibilities to the company; and
  • Employees are encouraged to raise with their manager any concerns they may have as regards to a conflict of interest.

Insider Trading

Directors, executives or staff are not permitted to deal in the company's securities if they are in possession of material information, which is not available to the share market, but if it were, it may impact the value at which the company's shares traded.

Generally, but always subject to the above, directors, senior executives and employees are restricted from dealing in the company's shares during the periods commencing:

  • 1st January until midday Australian Eastern Standard time (AEST) on the next business day after the day on which the half year results are released; and
  • 1st July until midday Australian Eastern Standard time (AEST) on the next business day after the day on which the full year results are released.

Directors are obliged to report any dealings in the company's shares pursuant to agreements entered into with the company.

Compliance with Laws

The board of BSA is committed to compliance with all relevant legislation and corporate policies. Employees are expected to be aware of all legislation and policies applicable to their position and be sufficiently familiar with such laws and policies that they are able to comply.

Management and employees are responsible to ensure that they:

  • Have access to all relevant laws and policies;
  • Are properly instructed on the relevant laws and policies; and
  • Maintain their understanding through continuous education and periodic updates.

Relevant laws include but are not limited to:

  • Trade practices;
  • Environmental;
  • Occupational health and safety;
  • Privacy;
  • Corporations Act;
  • Industrial relations; and
  • Equal opportunity and anti discrimination.

Confidentiality and Privacy

Any confidential information about BSA or its suppliers, customers, contractors or shareholders must not be used improperly.

Prior to the use of or release of confidential information, written approval must be obtained from an employee's manager.

Employees must maintain the privacy of customers, other employees and shareholders and only use information for the purpose for which it is collected.

Employees are not to make public comment about BSA in such a way that implies that they are speaking on behalf of the company, unless their position includes such responsibility.

Employees who leave the company continue to be obliged to maintain the confidentiality of information relating to BSA. Such information cannot be used or given to others without the prior written approval of BSA.

Treatment of Colleagues

Employees must treat other employees, customers, suppliers, contractors and members of the public with respect and courtesy in a fair honest and open manner.

Employees must ensure that they do not harm, defame, slander or wrongly discriminate against any person. Discrimination or harassment may occur because of a person's sex, marital status, pregnancy, age, race, colour, ethno-religious background, descent or national identity, disability, homosexuality and transgender.

Political Contributions and Activities

No political donations will be made by BSA without the prior approval of the board.
Such donations will only be made if the board determines that it is in the best interests of the company to make such donations.

Employees being involved in political or community activities must ensure that no conflict arises with their position in the company and no confidential company information is used in such political activity without prior written approval of the Managing Director of the company.

Gifts and Entertainment

Situations may arise where it is appropriate to give a corporate gift or goodwill gesture, recognizing a significant occasion. A senior manager's approval is required and in any case the gift should be modest and appropriate for the occasion.

Entertainment may be appropriate where persons outside the company may be involved. If the expense is to be borne by the company, a manager senior to the most senior person attending the function must first approve, in principle, the expenditure and the actual expenditure.