Since 2002, we have grown from providing contractor solutions to the mining industry in Australia to being a leading workplace management solution provider globally.
Our investment in technology, product innovation and people has driven our business growth and today we provide our workplace solutions to many of the world's largest organisations.
Our business growth is product and innovation driven through the continuous expansion of our all-in-one platform that integrates SaaS software with access control hardware.
Our product innovation is inspired by our clients, follows a modular product design and has led to the expansion of our product suite from workforce management integrated with access control, to asset tracking, learning management and more recently HSE management.
Our clients are from a diverse range of industries, consisting of blue-chip companies in the mining, construction, manufacturing, energy & utilities, government and a range of other sectors.
They range from mid-sized domestic enterprises to large multinational companies, including some of the biggest mining and construction names.
Clients across the globe
Users worldwide
Work hours captured every month
Drug and alcohol tests every month
Announcements
Sep 27 Notification Regarding Unquoted Securities - DTCJohannes Risseeuw
Executive Chairman, Melbourne, AU
Christian Damstra
Chief Executive Officer, Brisbane, AU
Simon Yencken
Non-Executive Director, Menlo Park, US
Sara La Mela
Non-Executive Director, Sydney, AU
Drew Fairchild
Non-Executive Director
Morgan Hurwitz
Non-Executive Director
Name: Damstra Technology
Established: 2002
Listing Date: 16 October 2019 on the Australian Securities Exchange (ASX) www.asx.com.au
Industry classification: Software & Services
Tickercode: DTC
Financial year end: 30 June
Analyst coverage: Morgan Stanley
If you are a shareholder and have questions about your holding, visit the Automic Group investor centre or contact the registry:
Automic
GPO Box 5193
Sydney NSW 2001
Telephone: +61 2 9698 5414 (International)
Toll Free: 1300 288 664 (Australia Only)
E-mail: [email protected]
The Ticker code is DTC
Where can I find market announcements made by Damstra Technology?
The company's ASX announcements are available on this website or at asx.com.au using the ticker code DTC
Who is the company’s share registrar? How can I change and update my details?
Please contact Computershare Investor Services Pty Limited
What is the company’s financial year?
1 July to 30 June
Phone: 1300 722 801
Katja Voegele
Phone: 1300 722 801
The board is responsible for the corporate governance, including establishing and monitoring key performance goals, and is committed to maximising performance, generating appropriate levels of shareholder value and financial returns, and sustaining our long-term growth and success. In conducting business in accordance with these objectives, the Board seeks to ensure that we are properly managed to protect and enhance shareholder interests, and that we, our Directors, officers and staff operate in an appropriate environment of corporate governance. Accordingly, the Board has created a framework for managing Damstra Technology, including adopting relevant internal controls, risk management processes, and corporate governance policies, principles and practices which it believes are appropriate for our business and which are designed to promote the responsible management and conduct of Damstra Technology.
The Board and overview of its role
Corporate governance describes the way Damstra Holdings Limited (Damstra) is directed and controlled. Damstra’s shareholders appoint directors and hold them accountable for the performance of the company. A key part of directors’ responsibility is to ensure that an effective corporate governance structure operates in Damstra.
The governance structure should ensure that reasonable profit and growth targets are set and achieved and risk is properly managed, while taking into account the interests of Damstra’s stakeholders. As well, Damstra’s corporate governance culture and its way of doing business, including leadership by the board of directors (Board) and senior executives, is critical to Damstra’s continuing success.
The Board of Damstra is responsible for, and oversees the governance of, Damstra.
This board charter sets out the functions of the Board by describing the structure of the Board and its committees, the need for independence and other obligations of directors.
The Board will meet regularly on such number of occasions each year as the Board deems appropriate.
Functions of the Board
The Board strives to build sustainable value for shareholders whilst protecting the assets and reputation of Damstra. Its functions include but are not limited to:
With the guidance of the Board’s Remuneration and Nomination Committee, the Board is responsible for:
With the guidance of the Audit and Risk Management Committee, the Board is responsible for:
The functions listed are matters which the Board specifically reserves for itself and does not limit the Board’s overall duties and responsibilities. The Board may delegate consideration to a committee of the Board specifically constituted for the relevant purpose.
Powers delegated to management
The Board will delegate to the Chief Executive Officer the authority and power to manage Damstra and its businesses within levels of authority specified by the Board from time to time. The Chief Executive Officer may delegate aspects of his or her authority and power but remains accountable to the Board for Damstra’s performance and is required to report regularly to the Board on the progress being made by Damstra’s business units.
The Chief Executive Officer’s role includes:
Board structure
The composition, structure and proceedings of the Board are primarily governed by Damstra’s constitution (a copy can be found on the company’s website) (Constitution) and the laws governing corporations in jurisdictions where the company operates. The Board, with the assistance of the Remuneration and Nomination Committee, will regularly review the composition and structure and performance of the Board.
Board composition
The Board aims to have a board of directors which has, at all times, the appropriate mix of skills, experience, expertise and diversity relevant to Damstra’s businesses and the Board’s duties and responsibilities.
The majority of the Board should, to the extent practicable given the size and composition of the Board from time to time, be comprised of independent directors as determined in accordance with clause 13.
Appointment and re-election of directors
With guidance from the Remuneration and Nomination Committee and, where necessary, external consultants, the Board will identify candidates with appropriate skills, experience, expertise and diversity in order to discharge its mandate effectively and to maintain the necessary mix of expertise on the Board.
The Remuneration and Nomination Committee assesses nominations of new directors against a range of criteria including the candidate’s background, experience, gender, professional skills, personal qualities and whether their skills and experience will complement the existing Board.
The criteria to assess nominations of new directors is reviewed annually and the Remuneration and Nomination Committee regularly compares the skill base of existing directors with that required for the future strategy of Damstra to enable identification of attributes required in new directors.
Before appointment to the Board, candidates must confirm that they will have sufficient time to meet their obligations to Damstra, in light of other commitments.
New directors are to be provided with a formal letter of appointment to the Board setting out the key terms and conditions of the appointment, together with any other documents that Damstra considers relevant to the appointment.
For shareholder meetings where directors are standing for election or re-election, the notice of meeting must include information to enable shareholders to make an informed decision on their election. This requirement is set out in detail in Damstra’s Remuneration and Nomination Committee Charter.
All directors (other than a managing director, if any) are subject to re-election by rotation at least every three years. Newly appointed directors must seek re-election at the first general meeting of shareholders following their appointment.
Review of Board, committee and individual directors’ performance
With guidance from the Remuneration and Nomination Committee, the Board will regularly review the performance of the Board, its committees and each director, using where necessary an external consultant, against appropriate measures. Each year, Damstra will disclose in its annual report whether such a performance evaluation has been undertaken during or in respect of that period.
Each year, the Board (with guidance from the Remuneration and Nomination Committee) will review the performance of the Chief Executive Officer and any other Senior Management against guidelines approved by the Board. Each year, Damstra will disclose in its annual report whether such a performance evaluation has been undertaken during or in respect of that period.
Each year, (i) a statement detailing the mix of skills and diversity which the Board is looking to achieve in membership to the Board and (ii) details of the length of service of each director should be included in Damstra’s annual report.
Board Chair
The Board Chair will be elected by the Board and need not be an independent director. The Board Chair must not hold, and must not have held within the previous 3 years, the office of Chief Executive Officer of Damstra.
The Board Chair’s role includes:
Company secretary
The Board appoints and removes the company secretary. All directors are to have direct access to the company secretary.
The company secretary is responsible for the day to day operations of the company secretary’s office, including the administration of Board and committee meetings, overseeing Damstra’s relationship with its share registrar and lodgements with the ASX and other regulators.
The company secretary is also responsible for communications with the ASX about listing rule matters, including making disclosures to the ASX in accordance with Damstra’s Disclosure Policy.
The company secretary supports the effectiveness of the Board by monitoring that Board policy and procedures are followed and co-ordinating the completion and despatch of Board agendas and briefing papers.
The company secretary is accountable to the Board through the Board Chair, on all matters to do with proper functioning of the Board.
The company secretary together with the guidance of the Board’s Remuneration and Nomination Committee, and the assistance of the Board, shall organise the induction of new directors and facilitate ongoing professional development training for directors.
Keeping directors informed
New directors are to be briefed on their roles and responsibilities and the minutes and papers of Board and committee meetings will be made available to them.
Board papers are distributed, where possible, within a reasonable period of time before each meeting.
Time is to be allocated at Board and committee meetings for continuing education on significant issues facing the company and changes to the regulatory environment. This is to include briefings by Senior Management and external consultants from time to time.
Access to independent advice
Directors may obtain independent professional advice at Damstra’s expense on matters arising in the course of their Board and committee duties, after obtaining the Board Chair’s approval (such approval not to be unreasonably withheld). When seeking the Board Chair’s approval, the director should provide the Board Chair with:
Whenever practicable, the advice must be commissioned in the joint names of the director and Damstra, and where appropriate a copy of any such advice should be provided to and for the benefit of the entire Board. The Board Chair must inform the other directors of the request for advice as soon as possible and the other directors must be advised if the Board Chair’s approval is withheld.
Non-executive directors’ meetings
The non-executive directors are expected to meet periodically with no management present, to review management performance.
Independence of non-executive directors
To be judged independent, a director must, in the opinion of the Board, be free of any interest, position or relationship that might influence, or reasonably be perceived to influence, his or her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of Damstra as a whole rather than in the interests of an individual security holder or any other person.
Individuals would, in the absence of evidence or convincing argument to the contrary, not be characterised as independent if they were:
Damstra will disclose the names of the directors considered by the Board to be independent directors in Damstra’s annual report.
If a director has an interest, position or relationship of the type described in sub paragraph (b) above, but the Board is of the opinion that it does not compromise the independence of that director, Damstra may consider disclosing in Damstra’s annual report the nature of the interest, position or relationship in question and an explanation of why the Board is of that opinion.
Any change in the nature of the independence status of a non-executive director must be promptly notified to the Board Chair and company secretary and the Board will review that director’s independence status. If the Board determines that there has been a change to the independence status of a non-executive director, the Board will take steps to ensure that this change is disclosed and explained in a timely manner to the market.
Conflict of interest
Directors must keep the Board advised, on an ongoing basis, of any interests that could potentially conflict with those of Damstra and will advise the company secretary of all directorships or executive positions held in other companies.
A director must disclose to the Board:
If a potential material conflict of interest or conflict of duty arises, the director concerned will advise the Board Chair prior to any Board meeting at which the conflicted matter is to be discussed. The director will not receive the relevant Board papers and will not be present or participate in the Board meeting while the relevant matter is considered unless the other directors approve that director’s participation in the deliberation and voting on the relevant issue in accordance with the Corporations Act 2001 (Cth). Any potential conflict must be recorded in the Board minutes.
Board committees
The Board will operate two committees:
When appointing members of each committee, the Board will take account of the skills and experience appropriate for that committee as well as any statutory or regulatory requirements.
The chair of the Audit and Risk Management Committee cannot be the Board Chair and is to be independent of management and Damstra.
The committees operated by the Board are to consider and determine the matters for which they are responsible in accordance with their charter. Copies of the charter of each committee are to be published on Damstra’s website. The Board may establish other committees as and when required.
With respect to any Board committees, the Board will ensure that the following disclosures are made in the Damstra annual report:
Restrictions on share dealings by directors
In accordance with Damstra’s Securities Trading Policy, directors, senior management and other nominated parties may only buy or sell shares during certain periods set out in that policy. The policy contains other relevant restrictions.
All Damstra share dealings by directors must be promptly notified to the ASX.
A copy of the Damstra Securities Trading Policy will be published on the Damstra website.
Confidentiality
All proceedings of the Board, including Board papers, presentations and other information provided to the Board, must be kept confidential except as required by law or as agreed by the Board.
Code of Conduct
Damstra has a Code of Conduct which sets out the way Damstra conducts its business and guides the behaviour of everyone in Damstra (including, employees, contractors and directors) by clearly stating Damstra’s firm commitment to behaving honestly and fairly. A copy of the Damstra Code of Conduct will be published on the Damstra website.
Review
The Board will, at least once in each year, review this board charter to determine its adequacy for current circumstances and may amend it as neces
Consistent with Damstra’s core values of honesty, integrity fairness and respect, Damstra is open about any employee, supplier, customer or other person dealing with Damstra having a right to raise concerns about possible non-compliance with Damstra’s Code of Conduct, any Damstra policies or procedures or applicable laws. Any such concerns can be raised with an assurance from Damstra that there will be no disadvantage or prejudice as a consequence.
This policy sets out:
This policy is made available to Group Officers and employees on the Group’s Self Service System and can be found on Damstra’s website. All Group Officers, employees and contractors must comply with this policy.
This policy complies with section 1317AI of the Corporations Act. By making a disclosure in accordance with this policy, you may be afforded protection under the Statutory Whistleblower Regimes.
This policy principally deals with internal disclosures of information. The Statutory Whistleblower Regimes also protect some types of disclosure made to external parties (such as to legal representatives, the Australian Securities and Investments Commission (ASIC), to the Commissioner of Taxation, members of parliament (MPs) or journalists). For more information about these regimes, see ASIC information sheet (INFO 238 and INFO 239).
To be treated as a Whistleblower under this policy you must:
This policy also protects those who are entitled to whistleblower protection under the Statutory Whistleblower Regimes, such as those who make disclosures to legal representatives, relevant regulators, MPs or journalists in the circumstances permitted by that legislation.
Disclosures can be made by a current or former:
You may choose to disclose information anonymously if you wish.
Disclosures must concern Misconduct or an Improper State of Affairs or Circumstances in relation to our Group, including by an Officer or employee of ours. But your disclosure cannot solely be about a Personal Work-related Grievance.
You must have reasonable grounds for suspecting that the information you are disclosing concerns Misconduct or an Improper State of Affairs or Circumstances in relation to our Group.
We encourage you to make your disclosure in writing to the Group’s Whistleblower Protection Officer:
Paul Burrows
Chief Financial Officer,
by email [email protected].
Alternatively, disclosures can be made to any one of the following:
Subject to section 3.2, the identity of a Whistleblower (or information that is likely to lead to their identity becoming known) must be kept confidential unless the Whistleblower has consented to the disclosure.
The identity of a Whistleblower (or information that is likely to lead to their identity becoming known) may be disclosed without the Whistleblower’s consent if the disclosure is made to:
You must not disclose or produce to a court or tribunal any information or documents which discloses the identity of a Whistleblower (or information likely to lead their identity becoming known) without seeking the advice of the Company Secretary, who can be contacted by phone 03 9614 2444 or by email [email protected].
You must not cause or threaten any Detriment to any person for a reason which includes that they or any other person:
You must not:
However, a Whistleblower may be held liable for any personal misconduct revealed by their disclosure or an investigation following a disclosure.
When a disclosure is made which may fall under this policy, the following steps must be followed except where, in the opinion of the Whistleblower Protection Officer, it would be inappropriate or unreasonable in the circumstances to do so:
Subject to the confidentiality obligations in section 3, the Whistleblower Protection Officer must provide the Board at least quarterly reports on all active Whistleblower matters, including information on:
All Group Officers and employees must attend compulsory training organised by the Group regarding the Group’s whistleblower program.
All the persons listed in section 2.3 of this policy must attend compulsory training organised by the Group on responding appropriately to disclosures made by Whistleblowers or potential Whistleblowers.
This policy must be reviewed by the Board with the assistance of the Whistleblower Protection Officer at least every 2 years to ensure it is operating effectively. Any recommended changes must be approved by the Board.
Any breach of this policy will be taken seriously by the Group, and may be the subject of a separate investigation and/or disciplinary action.
A breach of this policy may also amount to a civil or criminal contravention under the Statutory Whistleblower Regimes, giving rise to significant penalties.
Unless the context requires, capitalised terms in this policy have the following meaning:
Associate means any individual who is:
Corporations Act means the Corporations Act 2001 (Cth).
Detriment includes (without limitation) dismissal, injury of an employee in their employment, alteration of an employee’s position or duties to their disadvantage, discrimination, harassment or intimidation, harm or injury including psychological harm, damage to property, and reputational, financial or any other damage to a person.
Family Member means a:
Group means Damstra Holdings Limited ACN 610 571 607 and its related bodies corporate.
Misconduct or an Improper State of Affairs or Circumstances includes (without limitation):
Officer has the same meaning as in the Corporations Act (which includes but is not limited to directors and company secretaries).
Personal Work-related Grievance means a grievance about any matter in relation to an individual’s employment or former employment which has, or tends to have, implications only for the individual personally, and where the information does not:
Relative has the same meaning as in the Corporations Act.
Senior Manager has the same meaning as in the Corporations Act.
Spouse means the married, de facto or registered partner of the individual.
Statutory Whistleblower Regimes means either or both of regimes contained in Part 9.4AAA of the Corporations Act and Part IVD of the Taxation Administration Act 1953 (Cth).
Self Service System means the Group’s self service system accessible on the intranet.
Tax Affairs means affairs relating to any tax imposed by or under, or assessed or collected under, a law administered by the Commissioner of Taxation.
Whistleblower means a person who is eligible for protection as a whistleblower under this policy or under the statutory whistleblower regimes.
Whistleblower Protection Officer means the person identified as such in this policy.
INTRODUCTION
The Company is an equal opportunity employer and aims to provide a workplace that is free from discrimination on the grounds of protected characteristics, including race, colour, sex, sexual preference, age, physical or mental disability, marital status, family or carer’s responsibilities, pregnancy, religion, political opinion, national extraction or social origin, in addition to any other characteristics protected by state or federal legislation.
The purpose of this policy is to support and facilitate an inclusive environment that embraces all that makes us different and recognises the benefits that these differences make. These differences can include gender, age, ethnicity, religious or cultural background, disability, marital or family status, sexual orientation, gender identity and other areas of potential difference. Damstra is committed to supporting and ensuring a diverse work environment in which everyone is treated fairly and with respect. Damstra recognises diversity as one of our most important resources because we believe that diversity in our workforce helps us:
a) attract, retain and motivate employees from the widest possible pool of talent;
b) foster a culture that reflects our values of Customer Focus, Accountability, Integrity and Respect and is open to all;
c) improve innovation, creativity and inspire critical thinking;
d) create a dynamic environment that leads to higher performance and well-being and greater employee engagement and satisfaction; and
e) improve the connection between our people and the community we serve
WHAT DIVERSITY MEANS TO US
What is diversity?
At Damstra, we are committed to a culture that embraces and fosters diversity and inclusion. Diversity encompasses differences in backgrounds, qualifications and experiences, and differences in approach and viewpoints.
Gender diversity
Damstra has a strong commitment to gender diversity and the fundamental principle that gender is not a barrier to participation in our workforce, management, senior executive and on the Board of directors. Our leaders are committed to providing opportunities that allow women to reach their full potential. To achieve greater gender diversity, it is important to ensure where possible that the pool of potential available talent is nurtured and developed effectively. Early identification and development of female talent is clearly of significant importance in ensuring that there are appropriately qualified and experienced women for consideration when positions become available.
Board and senior executive diversity
At Damstra, diversity of gender and background are two important criteria we take into account in developing our succession plans and appointment processes for our Board and senior executive positions. However, other selection criteria, business acumen and industry experience, are also fundamentally important.
You are entitled to a workplace that is safe and free from discrimination of any kind.
You are entitled to have all aspects of your work assessed based on merit and have access to workplace opportunities or benefits in accordance with your performance.
Where you believe you have been discriminated against, we urge you to raise this informally at first instance with management who will pursue this matter further.
However, if you feel unable, or believe that it is inappropriate to raise the matter informally with management, you can address the matter formally in accordance with the Grievance Policy as contained in this handbook.
The Company will take all reasonable steps to ensure that fair, non-discriminatory decisions are made in respect to workplace opportunities and benefits, including:
To ensure this occurs at all levels, management are responsible for ensuring that:
Where the conduct of an employee or participant in the workplace is inconsistent with this policy, appropriate action will be taken by the Company.
HOW WE PROMOTE DIVERSITY
Areas of Focus
We aim to leverage the competitive edge that diversity provides us by:
fostering a culture which supports and respects the values and needs of all individuals, regardless of their age;
considering ability and not disability when we employ and promote people and aiming to create a physical and cultural environment which supports participation and reasonably accommodates special needs;
Direct discrimination occurs where one person is treated less favourably than another because of a discriminatory characteristic.
Indirect discrimination occurs where an unreasonable requirement, rule or policy unfairly disadvantages a person or group with a discriminatory characteristic.
The Company does not tolerate discrimination in the workplace and will take all reasonable steps to ensure that employees, contractors, clients, customers and others in the workplace are treated fairly and without regard to discriminatory characteristics.
The Company is likewise committed to ensuring that all employees and prospective employees have equal employment opportunities and are encouraged to make full use of their particular skills and abilities.
You are responsible for ensuring your own behaviour does not discriminate against others, either directly or indirectly.
It is your responsibility to respect the rights of others and never get involved in or encourage discrimination of any kind.
Where you witness behaviour that you believe amounts to discrimination, or otherwise believe on reasonable grounds that discrimination is occurring in the workplace, you are required to report this directly to management as soon as possible.
Any such report which will be treated in the strictest of confidence. However, any report which is misleading or vexatious will be viewed as serious misconduct in and of itself which will result in disciplinary proceedings and may result in the termination of your employment without notice.
IMPLEMENTATION AND MEASURABLE OBJECTIVES
The Board and management believe that this policy contributes to achieving Damstra’s corporate objectives and embeds the importance and value of diversity at Damstra.
The Board will review and approve measurable objectives for diversity, including gender
diversity, across, and at various levels of, our organisation. The Board will:
annually assess the objectives set by the Board and the progress in achieving them;
review and monitor the effectiveness of this diversity and inclusion policy, publication of this policy and our progress;
annually review the proportion of women who are employed by Damstra as a whole, in senior management positions and on the Board, and submit a report to the Board outlining its findings; and
Damstra will provide information in annual report regarding: Our Diversity principles include a requirement for the Board to set measurable objectives, the Company presently measures:
• The number of female and male employees;
• The different positions held by female and male employees;
• The number of female and male employees in full time, part time and casual roles;
• The salaries of female and male employees and whether a pay gap exists in the Company; and
• Other measures including the age of employees, the ethnicity of employees and the length of service of employees.
REVIEW AND PUBLICATION OF THIS POLICY
The Board will review this policy from time to time. This policy may be amended by resolution
of the Board of Directors. This policy will be made available to all directors and employees via Damstra’s website. It is the responsibility of each such person to comply with this policy.
Background
The Company is committed to effective communication with its customers, shareholders, market participants, employees, suppliers, financiers, creditors, other stakeholders and the wider community. The Company will ensure that all stakeholders, market participants and the wider community are informed of its activities and performance.
The Company will endeavour to make publicly available all information to ensure that trading in its shares takes place in an efficient, competitive and informed market.
Purpose
The purpose of the Continuous Disclosure Policy (the Policy) is to:
provide shareholders and the market with timely, balanced, direct and equal access to information issued by the Company; and
If you have any questions about this Policy, please contact the Company Secretary.
Legal requirements
The Company is a public company listed on the ASX. It is subject to continuous disclosure requirements under the Corporations Act and the Listing Rules (which are given legislative force under section 674 of the Corporations Act), in addition to the periodic and specific disclosure requirements. The key elements of the continuous disclosure obligations are set out below:
"Once an entity is or 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, the entity must immediately tell ASX that information."
"Listing Rule 3.1 does not apply to particular information while each of the following is satisfied in relation to the information:
3.1A.1 One or more of the following 5 situations applies:
3.1A.2 The information is confidential and ASX has not formed the view that the information has ceased to be confidential; and
3.1A.3 A reasonable person would not expect the information to be disclosed."
Best practice guidelines
In addition to the legal requirements, there are guidelines published by various bodies which, though not (or not yet) mandatory, set out various views of best practice in the area of continuous disclosure. The most important of these guidelines are:
ASX Guidance Note 8 "Continuous Disclosure";
Australasian Investor Relations Association "Best Practice Guidelines for Communication between Listed Entities and the Investment Community";
Australian Securities and Investments Commission (ASIC) Regulatory Guide 62 "Better disclosure for investors"; and
This policy
This Policy addresses all continuous disclosure requirements under the Listing Rules and the Corporations Act and incorporates best practice guidelines suggested by the sources listed above.
Disclosure principle
The Company will immediately notify the ASX of any information concerning it that a reasonable person would expect to have a material effect on the price or value of the Company's securities, unless exempted by the Listing Rules.
Material price sensitive information
Any information concerning the Company which would, or would be likely to, influence investors in deciding whether to acquire or sell the Company securities (material price sensitive information) must be disclosed to the ASX in accordance with this Policy.
The Board is responsible for determining what information is to be disclosed. Where there is doubt as to whether certain information should be disclosed, the Board will discuss the issue with senior executives, and if necessary, seek external advice.
The Board may develop further guidelines for each individual business unit in determining what is material price sensitive information for that business unit, for example, in the form of quantitative ranges.
The following provides a guide as to the type of information that is likely to require disclosure. This is not an exhaustive list. The determination of whether certain information is material price sensitive information which is subject to continuous disclosure necessarily involves the use of judgment. There will inevitably be situations where the issue is less than clear. If you come across information which potentially falls within the category of material price sensitive information, you should treat it as if it is material price sensitive information and leave the question for the Board to resolve. The Board will be responsible for determining whether the information is material price sensitive information.
Matters which generally require disclosure include:
a recommendation or declaration of a dividend or distribution, or a decision one will not be declared;
changes in the Board of Directors, senior executives or auditors. In the case of the appointment of a new chief executive officer (CEO) or executive director, disclosure of the key terms and conditions of the relevant contract entered into (eg components of pay package) will be necessary;
a change in the Company's accounting policy;
an agreement between the Company (or a related party or subsidiary) and a director (or a related party of the director);
events regarding the Company's shares, securities, financing or any default on any securities (eg under or over subscriptions to an issue of securities, share repurchase program);
material information about the beneficial ownership of shares obtained by the Company under the Corporations Act;
giving or receiving a notice of intention to make a takeover offer;
a transaction for which the consideration payable or receivable is a significant proportion of the written down value of the Company's consolidated assets;
significant mergers, acquisitions/divestments, joint ventures or changes in assets;
significant developments in regard to new projects or ventures;
major new contracts, orders, or changes in suppliers or customers;
significant changes in products, product lines, supplies or inventory;
industry issues that may have a material impact on the Company;
significant changes in technology or the application of technology which could affect business;
significant legal proceedings against or allegation of any breach of the law, whether civil or criminal, by the Company;
decisions on significant issues affecting the Company by regulatory bodies in Australia (such as ASIC, the Australian Competition and Consumer Commission and Takeovers Panel, or other bodies relevant to the Company);
natural disasters or accidents that have particular relevance to the businesses of the Company or its suppliers;
the appointment of a receiver, manager, liquidator or administrator in respect of any loan, trade credit, trade debt, borrowing or securities held by the Company or any of its subsidiaries; or
Roles and responsibilities
This Policy will be administered by several key personnel within the Company. However, employees at every level have a role to play to ensure that the Company achieves the objectives of this Policy.
The responsibilities under this Policy are divided as follows:
Company Secretary - responsible for the overall administration of this Policy and all communications with the ASX (see below);
Authorised Spokespersons - only the Company employees authorised to speak on behalf of the Company to external parties (see below);
Disclosure Officers - a Disclosure Officer is to be appointed for each business unit, who will be responsible for reporting any material price sensitive information within their business unit to the Company Secretary;
Company Secretary responsibilities
The Company Secretary is responsible for the overall administration of this Policy, and in particular, is responsible for:
all communications with the ASX;
reviewing proposed external announcements, and consulting with appropriate members of the Board, senior executives and/or external advisers as necessary;
implementing reporting processes and determining divisional guidelines (financial or qualitative) for materiality of information;
reporting on continuous disclosure issues regularly to the Board of the Company;
keeping a record of all ASX and other announcements that the Company has made;
ensuring that the Board receives copies of all material announcements promptly after being made, to allow for timely visibility of the nature, quality and frequency of information being disclosed to the market;
monitoring the effectiveness of the Policy, including the understanding by employees in general of the principles and spirit of continuous disclosure; and
Authorised spokespersons
The authorised spokespersons are the Executive Chairman and Chief Executive Officer as well as other persons authorised by the Company Secretary from time to time. They are the only Company employees who may speak to the media or other external parties in relation to matters subject to this Policy.
Authorised spokespersons should be briefed by the Company Secretary about prior disclosures by the Company before speaking with external parties. When communicating with external parties, an authorised spokesperson:
may clarify information that the Company has released to the ASX but must not comment on material price sensitive information that has not previously been released;
should limit any comments to his or her area of expertise as much as possible; and
Company announcements - the procedures
The management of the Company's external announcements depends largely on an effective system of internal reporting and announcement preparation.
The following procedures will apply in relation to all external announcements:
"Continuous disclosure issues" will be a permanent item on the agenda for every Board meeting, committee meetings and all other meetings from business unit level upwards.
Prepare external announcement - if the information is required to be disclosed, the Company Secretary, or an appropriate delegate, will prepare a draft announcement. Such announcements should be factual, complete relevant, balanced and expressed in an objective and clear manner. The use of emotive or intemperate language should be avoided;
Obtain sign off - The draft company announcement must be signed off by the Executive Chairman;
Lodge announcement - the Company Secretary, or a person appointed by the Company Secretary, will lodge the announcement with ASX electronically and provide a copy of all material market announcements to the Board promptly after they have been lodged; and
Post announcement on the Company website - within 24 hours after receiving an acknowledgement from ASX that the announcement has been released to the market, post the announcement onto the Company's website.
Considering the Company's obligation to disclose any material price sensitive information "as soon as it becomes aware" of the information, the above steps, where required, should be taken as a matter of urgency.
Joint announcements
In situations where the Company needs to issue a joint announcement with a joint venture or project partner, the Company will seek to give the partner the opportunity to review the announcement prior to its release, provided that it does not compromise the Company's ability to comply with its disclosure obligation.
Timing
The Company must not release material price sensitive information publicly until it has disclosed it to the ASX and received confirmation of its release by the ASX.
If information is to be released by the Company's Head Office and simultaneously in another geographical location (for example, by a foreign joint venture partner), the Company Secretary will consult with the relevant parties to determine how the requirement of the Listing Rules will impact on the timing of the disclosure.
Disseminating announcements
After receiving ASX's confirmation that an announcement has been released to the market, the Company will disseminate the information as soon as possible by posting the announcement on the Company's website (within 24 hours after receiving ASX's confirmation), and broadcasting via email to major stakeholders.
The Company's website will contain relevant information on the Company such as:
ASX announcements;
Annual reports and other financial results;
speeches and other information provided to analysts and investors;
AGM information; and
The Company Secretary must review the relevant information prior to it being posted on the Company’s website which will be reviewed continuously to ensure that it is up-to-date, complete and accurate.
Pre-result periods
To prevent inadvertent disclosure of material price sensitive information, during the periods between the end of its financial reporting periods and the actual results release, the Company will not discuss any financial information, broker estimates and forecasts, with institutional investors, individual investors, stockbroking analysts, or the media unless the information being discussed has previously been disclosed to the ASX.
Media and market speculation
The Company has a general "no comments" policy in relation to market speculation and rumours, which must be observed by employees at all times. However, the Company may issue an announcement in response to a market speculation or rumour where it is necessary to comply with the continuous disclosure obligations, for example, for the purpose of correcting factual errors or responding to a formal request from the ASX for information.
The Company will not provide the media with exclusive interviews or information that potentially contains any material price sensitive information prior to disclosing that information to the ASX. It will also not provide any information "off the record". The Company will not disclose any information that is potentially material price sensitive information publicly under an embargo arrangement prior to release to the ASX. Employees who are approached by the media or any external parties for information should observe the "no comments" policy and notify the Company Secretary as soon as possible.
Briefings/meetings/conference calls with analysts or investors
As part of the Company's management of investor relations and to enhance stockbroking analysts' understanding of its background and technical information, it conducts briefings with analysts or investors from time to time, including:
communications between the Company and an analyst/investor);
(collectively referred to as briefings).
The Company's policy for conducting these briefings is not to disclose any information which is, or potentially is, material price sensitive information, that has not been announced to the ASX and the market generally. No briefing should be held during pre-results periods. In addition, the following protocols will be followed in relation to such briefings:
any written material to be used at a briefing must be provided in advance to the Executive Chairman to determine whether it contains any information that has not previously been disclosed;
all information to be given to analysts at a briefing, such as presentation slides, and any presentation material from public speeches given by Board members or members of management that relate to the Company or its business should also be given to the Company Secretary for immediate release to the ASX and posted on the Company's website ahead of the briefing. This ensures the equality of information among the investors regardless of whether the briefing contains material new information. The information must always be released to the ASX before it is presented at an analyst or investor briefing;
if possible, 2 Company employees, including the Company Secretary/other authorised representative should be present at the briefing;
if only 1 Company employee could attend the briefing, the briefing should be recorded;
if the Company Secretary/other authorised representative cannot attend the briefing, they should be fully briefed within 1 day after the briefing;
a file note should be made in relation to the briefing and be kept for a reasonable period after the briefing;
if a question raised during the briefing can only be answered by disclosing material price sensitive information which was not previously disclosed to the ASX, the Company employee must decline to answer the question, but take the question on notice; and
Broker sponsored investor conferences
The Company or its executives are from time to time invited to participate or present at broker sponsored investor conferences. The policy and protocols for the Company's briefings apply to such conferences.
Responding to analyst reports and forecasts
Stockbroking analysts frequently prepare reports on securities of listed entities, including the Company, which contain performance and financial forecasts. The Company acknowledges the importance of analyst reports in facilitating the operation of the market in an informed and efficient manner.
However, the Company is independent, and will do all things necessary to be seen as independent, to analysts. The Company will not endorse any such reports and will restrict its comments to factual matters and information which has been previously disclosed to the ASX and the market generally.
In particular, the Company:
If a draft report has been sent to the Company for comments, it should be forwarded immediately to the Company Secretary.
Chatrooms
Company employees or associated parties must not participate in chat room discussions on the internet where the subject matter relates to the Company unless authorised in writing to do so by the Executive Chairman. Any such participation must clearly identify the participant by name and as a Company spokesperson.
Responding to unexpected questions
Company employees and executives are often faced with unexpected questions from external parties - for example, pre-arranged briefings sometimes move outside the scope of intended discussion, or Company executives may be asked for information in situations other than formal briefings.
When faced with an unexpected question, respond only with information which has previously been disclosed to the market. If answering the question requires the disclosure of information that has not been disclosed, or if in doubt as to whether or not certain information has already been disclosed, decline to answer the question. Take the question on notice so that the formal process of releasing information can operate.
Inadvertent disclosure of information
Disclosure of material price sensitive information to an external party prior to disclosure to the ASX constitutes a breach of Listing Rule 15.7. To prevent a breach of Listing Rule 15.7 and to minimise the consequences should such a breach occur, the following procedures apply.
A review should be done following any communications with an external party. If a Company employee becomes aware that:
he or she should immediately notify the Company Secretary. In such a situation, the Company will need to immediately issue a formal ASX announcement.
Where the confidential information disclosed during external communications is not price sensitive, the Company will still ensure equal access to that information by posting it on its website.
In certain circumstances, the Company may need to request a trading halt from the ASX to maintain the efficient trading of its securities. The Executive Chairman will make all decisions in relation to trading halts and are the only personnel authorised to request a trading halt on behalf of the Company. The Company Secretary may, with the authority of the Executive Chairman request a trading halt on behalf of the Company.
The Company takes continuous disclosure very seriously. Non-compliance with continuous disclosure obligations may constitute a breach of the Corporations Act or the Listing Rules. This may result in fines for the Company, personal liabilities for directors and other officers, and damage to the Company's reputation.
Breaches of this Policy may result in disciplinary action against the employee including dismissal is serious cases.
The Board will review this policy from time to time. This policy may be amended by resolution of the Board of Directors.
You should read this Policy carefully and familiarise yourself with the policy and procedures detailed. The Company will review this Policy regularly as legislative requirements change and best practice for continuous disclosure evolves. The Company Secretary will communicate any amendments to Company employees. This policy will be made available to all directors and employees via Damstra’s website. It is the responsibility of each such person to comply with this policy.
If you have any questions on the Policy, or require further information, contact the Company Secretary.
At Damstra Holdings Ltd (Damstra), we are committed to conducting our business activities in an ethical, lawful and socially responsible manner, and in accordance with the laws and regulations of the countries in which we operate. Damstra’s reputation as an ethical business organisation is important to its ongoing success. Engaging in bribery and corrupt conduct is contrary to this commitment and constitutes a serious offence with criminal and civil penalties. It also exposes Damstra to significant reputational damage.
Our Anti-Bribery and Corruption Policy (ABC Policy) applies to all of our employees, officers, directors and in certain circumstances, consultants, secondees, contractors, agents and intermediaries representing us. The ABC Policy supports Damstra’s Code of Conduct and, in particular, Damstra’s firm commitment to operating an ethical business organisation.
You must:
The ABC Policy and our Code of Conduct are available in the corporate section of Damstra’s website.
Bribery and corruption involves offering, promising or giving a benefit, a favour, a gift or anything of value with the intention of unduly influencing the behaviour of a person or a foreign public official in the performance of their duty, in order to obtain or retain business or some other improper advantage.
The following are prohibited behaviour under the ABC Policy.
Contravention of the anti-bribery and corruption laws of Australia and of other countries in which Damstra operates in has serious criminal and civil consequences, such as imprisonment or fines.
If any gift, entertainment or other personal favour or assistance is given or received from a government official or union of any value, you must notify your Manager immediately.
Offering, making or receiving a ‘kick-back’ or a secret commission as an inducement or reward for doing or not doing something, or showing or not showing favour or disfavour to any person in relation to business matters is also prohibited under Australian state and territory laws. Contravention of the state and territory anti-bribery and corruption laws also has serious criminal and civil consequences, such as imprisonment or fines.
Offering, making or receiving a gift, business courtesy or hospitality can create an obligation or be construed or used by others to allege favouritism, discrimination, collusion or similarly unacceptable practices. You must not give, seek or accept in connection with our business any gifts, meals, refreshments and entertainment which goes beyond common courtesies associated with ordinary and proper course of business. You must avoid everything that could reasonably be construed as a bribe or improper inducement.
Any gift, entertainment or other personal favour or assistance given or received which has a value in excess of $300 (or any other amount determined or announced by the Board) must be approved in writing in advance by your Manager and entered into the gifts and entertainment register maintained by us.
No donation to any political party, politician or candidate for public office in any country must be made on behalf of Damstra unless the donation has been approved in advance by the Board and complies with the local law and government policies of the jurisdiction where the donation is made. It must also be recorded accurately in Damstra’s accounts.
Attendance at political gatherings, meetings and function in a professional capacity is permitted where there is a legitimate business purpose. Records of attendance (and the cost of attendance) must be declared in the gifts and entertainment register.
Intentionally or recklessly making, altering, destroying, concealing or doing something with an accounting document with the intention of concealing or disguising the receiving or giving of a bribe is strictly prohibited and is a criminal offence under Australian law.
We will provide education and training to officers and employees in relation to the issue of bribery and corruption and the ABC Policy. The purpose of the education and training will be to assist officers and employees in their understanding of what conduct is prohibited and unlawful and how to recognise and manage instances of bribery or corruption.
Where relevant, we will conduct appropriate due diligence prior to engaging or entering into business relationships with third parties such as partners, agents and intermediaries. The purpose of the due diligence is to ensure that the entity or individual that we deal with will behave in a manner consistent with the ABC Policy. We will also obtain from that entity or individual certain assurances of compliance with the ABC Policy and adherence with relevant anti-bribery and corruption laws.
Any potential breaches of the ABC Policy by any employee, director, contractor, secondee, partner, agent or intermediary will be properly recorded, investigated and dealt with.
The ABC Policy and related procedures will also be subject to periodic audit and review. Periodic risk assessments will also be undertaken to identify bribery and corruption risk. The objective of any such audit or assessment is to determine whether breaches of the policy were properly recorded, investigated and dealt with and the policy or any of the procedures contained within it need to be updated as a result of any breaches.
You are expected to ensure that you understand the ABC Policy and the impact this has on your areas of responsibility. In particular, you must:
· the Chief Executive Officer;
· the Chief Financial Officer; or
· a Whistleblower Protection Officer in accordance with our Whistleblower Protection Policy, which is available in the corporate section of our website.
All material breaches of the ABC Policy must be reported immediately to the Board.
Any suspected breaches of the ABC Policy will be thoroughly investigated. Any material breaches of the ABC Policy will also be reported to the Board.
In circumstances where a breach of the ABC Policy is established, appropriate disciplinary and remedial actions will be taken.
We reserve the right to inform the appropriate authorities where it is considered that there has been criminal activity or an apparent breach of any law.
The Board, in conjunction with the Audit and Risk Management Committee, will review the ABC Policy periodically to ensure that it is operating effectively and whether any changes are required.
The Board may change this policy (including the responsibilities of the Audit and Risk Management Committee) from time to time by resolution.
If you have any questions regarding any aspect of the ABC Policy, please contact the Company Secretary.
Role of the Committee and its authority
The Audit and Risk Management Committee (Committee) assists the board (Board) of Damstra Holdings Limited (Damstra) in fulfilling its responsibilities for corporate governance and oversight of Damstra’s financial reporting, internal control structure, risk management systems and internal and external audit functions. In doing so, the Committee has the responsibility to maintain free and open communication with the external auditor and Damstra’s management.
The Committee is empowered to investigate any matter, with full access to all books, records, company operations, and people of Damstra and the authority to engage independent accounting, legal, compliance, risk management or other professional advisers as it determines necessary to carry out its duties.
The Committee is a committee of the Board established in accordance with Damstra’s constitution (Constitution) and authorised by the Board to assist it in fulfilling its statutory and regulatory responsibilities. It has the authority and power to exercise the role and responsibilities set out in this Charter and granted to it under any separate resolutions of the Board from time to time.
Membership
The Committee should to the extent practicable given the size and composition of the Board from time to time, comprise of:
All Committee members should be financially literate (ie able to read and understand financial statements).
The Board will appoint the chair of the Committee (Committee Chair). The Committee Chair should be an appropriately qualified independent non-executive director who does not chair the Board (and must satisfy this description if required by statute or regulation).
All Committee members should have a reasonable understanding of Damstra’s business and the industry in which it participates.
Committee members will be appointed for a fixed period of no more than three years, with Committee members generally being eligible for re-appointment for so long as the Committee will meet the relevant criteria established in paragraph (a) above.
The appointment and removal of Committee members is the responsibility of the Board.
A Committee member may resign as a member of the Committee upon reasonable notice in writing to the Committee Chair.
If a Committee member ceases to be a director of the Board, their appointment as a member of the Committee is automatically terminated with immediate effect.
The company secretary of Damstra is secretary to the Committee.
Meetings
The Committee will meet as frequently as is required to undertake its role effectively.
Meetings may be face-to-face, or via telephone or video conference as considered appropriate by the Committee Chair.
The Committee may meet in private with either or both of Damstra’s Chief Financial Officer and external auditor.
Any Committee member may, and the company secretary must upon request from any member, convene a meeting of the Committee. The Committee Chair should consider calling an unscheduled meeting if requested to do so by the Chief Executive Officer, the Chief Financial Officer or the internal or external auditors.
The Committee may invite any executive director, executive, other staff member or external auditor to attend all or part of a meeting of the Committee. There is an open invitation for all other non-executive directors to attend all meetings of the Committee.
The proceedings of all meetings will be minuted by the company secretary. All minutes of the Committee are available for inspection by any director.
A quorum for any meeting will be at least two Committee members. The quorum must be present at all times during the meeting.
Duties and responsibilities
The Committee’s key responsibilities and functions are to assist the Board in discharging its responsibilities:
Reporting
The Committee will:
Minutes of Committee meetings will be included in the papers for the next full Board meeting.
Preparation and presentation of financial statements and reports
The Committee will:
Financial controls and systems, risk management strategy, policies, procedures and systems
The Committee will oversee the effectiveness of Damstra’s financial controls and systems, oversee the risk management function (as detailed below) and evaluate the structure and adequacy of the group’s insurance coverage periodically.
The risks faced by Damstra may include regulatory and compliance risk, investment risk, legal risk, economic risk, environmental risk, social risk, occupational health and safety risk, financial risk, reputation risk, operational and execution risk and strategic risk.
Responsibility for risk management is shared across the organisation. Key responsibilities include the following:
Damstra management is responsible for establishing Damstra’s risk management framework, including identifying major or potentially major risk areas and developing Damstra’s policies and procedures, which are designed effectively to identify, treat, monitor, report and manage key business risks.
The Board has delegated to the Committee responsibility for:
The Chief Executive Officer and Chief Financial Officer are to provide to the Board declarations in accordance with section 295A of the Corporations Act.
Each employee and contractor is expected to understand and manage the risks within their responsibility and boundaries of authority when making decisions and undertaking day to day activities.
Reporting is an important part of the risk management function:
It is the responsibility of the Committee to report to the Board about Damstra’s adherence to policies and guidelines approved by the Board for the management of risks. This includes bringing to the Board’s attention any instances where Damstra either has or may need to operate outside the current risk appetite set by the Board or where disclosure to the market might be required.
The Chief Executive Officer and Chief Financial Officer are each responsible for reporting to the Committee on:
Risk issues will be identified, analysed and ranked in a consistent manner. Damstra will deal with risks in the following way:
External audit
The Committee:
Communication
The Committee is to establish procedures for dealing with complaints received by Damstra (including receipt, retention, and effective treatment of these complaints) regarding accounting, internal accounting controls, or auditing matters, and submissions by employees of Damstra, including anonymous submissions, of concerns regarding questionable accounting or auditing matters. All such employee submissions shall be treated as confidential. The Committee shall receive reports of evidence of any material violation of the Corporations Act, the ASX Listing Rules or breaches of fiduciary duty.
Access to information and independent advice
The Committee may seek any information or advice it considers necessary to fulfil its responsibilities.
The Committee has access to:
The Chief Financial Officer and company secretary shall have free and unfettered access to the Committee.
The Committee may seek professional advice from appropriate external advisers, at Damstra’s cost. The Committee may meet with these external advisers without Damstra’s management being present.
Reviews and changes to this Charter
The Committee will review this Charter annually or as often as it considers necessary.
The Committee will make recommendations to the Board on changes to Damstra’s risk management framework or the risk appetite set by the Board.
The Board may change this Charter (including the responsibilities of the Committee) from time to time by resolution.
Committee performance
The Board will, at least once in each year, review the membership of the Committee to determine its adequacy for current circumstances and the Committee may make recommendations to the Board in relation to the Committee’s membership, responsibilities, functions or otherwise.
The Committee shall make an evaluation of its performance at least once every two years to determine whether it is functioning effectively by reference to current best practice.
Background
This Code of Conduct has been adopted to clearly state standards of responsibility expected of everyone engaged in the business activities of Damstra, employees, officers and directors. The Code reflects Damstra’s core values: honesty, integrity, fairness and respect. It is about doing the right thing in business and making the right decisions. It includes being and being seen to be, a good corporate citizen.
This Code requires that you and where relevant and to the extent possible consultants and contractors of Damstra, adhere to the law and the various policies that Damstra has adopted. Damstra policies and procedures can be found on the Damstra Self Service system. It is your responsibility to read and make sure that you understand and are familiar with these policies and procedures in the conduct of Damstra business or operations.
The standards set out in this Code cannot and do not try to anticipate every situation that may pose a legal, ethical or moral issue. The code is therefore not a prescriptive set of rules for business behaviour but rather a practical set of principles giving direction and reflecting Damstra’s values and approach to business conduct. It is also your responsibility to act in a manner that is safe, ethical, consistent with Damstra’s values and expected behaviours and in compliance with legal obligations.
Health & Safety
Damstra’s technology platform is in significant part designed and applied to assist customers and others manage health and safety. Damstra’s aim is to play a leading role in the provision of workplace management systems and services. Damstra expects that its own health and safety performance will be exemplary.
Providing and being supportive of the provision of a safe, secure and healthy work environment is a shared responsibility. Damstra has a systematic approach to health and safety in order to manage risk and to achieve continuous performance improvement. You must be familiar with the Damstra safety policies and procedures and follow them at all times.
Equal Opportunity
Damstra is an equal opportunity employer and employment related decisions are based on relevant and appropriate qualifications, merit, performance and other job-related factors. Damstra has the expectation that you ensure that you behave towards everyone with whom you deal in a manner that is consistent with Damstra’s core values of honesty, integrity, fairness and respect. This includes understanding the value and importance of diversity and lack of discrimination.
Anti-Competitive Behaviour
Damstra’s business is focused on providing clients with solutions that are fit for purpose and deliver real value. Not only is it illegal for a business to engage in conduct that misleads or deceives or is likely to mislead or deceive consumers or other businesses, it is inconsistent with Damstra’s business objectives and values and any occurrence will damage Damstra’s business and reputation. It also erodes trust with clients and within Damstra that is destructive. This applies even if there was no intention to mislead or deceive anyone or that no one suffered any loss or damage as a result of your conduct.
It is also illegal and inconsistent with Damstra’s business objectives and values to engage in price fixing, anti-competitive agreements or exclusive dealing.
services and goods.
Trade Controls and Sanctions
Export and import control laws and sanctions set out legal obligations over the sale, shipment, electronic transfer or disclosure of information, software and goods and services across borders. Failure on the part of either Damstra or you as an individual can damage business outcomes, reputations and result in legal prosecution.
Bribery and Corruption
You must ensure you read and comply with Damstra’s Anti-Bribery and Corruption Policy, which can be found on the Damstra Self Service system.
Gifts & Hospitality
You must ensure you read and comply with Damstra’s Anti-Bribery and Corruption Policy, which can be found on the Damstra Self Service system. The Anti-Bribery and Corruption Policy addresses offering or accepting gifts and hospitality.
Conflicts of Interest
A conflict of interest is faced when your personal relationships, participation in external activities or interest in another venture influences, or could be perceived as influencing, your decisions.
Damstra employees must avoid conflicts of interest between their private activities and their role in the business activities of Damstra.
Damstra relies on its employees to exercise good judgment in the exercise of responsibilities in the best interest of Damstra and its reputation. Where conflicts or potential conflicts occur these must be promptly declared to your manager and resolved.
If you intend to use knowledge, information, experience or position gained through association with Damstra to materially further yourself in some outside capacity, you have a have a duty to disclose that intention to Damstra.
Intellectual Property and Protection of Assets
Intellectual property (including software, know-how, data, patents, trademarks and trade secrets) physical property and financial information are valuable assets of Damstra and must be protected, secured and managed appropriately. Personal information, whether in the possession of Damstra or provided to Damstra by clients or contractors must be safeguarded. Additionally, accurate and reliable records and documents must be prepared and managed.
Confidential information, whether the property of Damstra, its customers or clients, must also be used, handled and stored appropriately. Damstra has policies and procedures in place to deal with these matters and you must make sure you understand and follow them.
Privacy
In the conduct of its business Damstra collects and handles personal information and data in relation to its employees and contractors as well as that of its clients or their employees and contractors. It is of critical importance, both from a legal perspective but also for the maintenance of Damstra’s business reputation that personal information and data is kept private and that all applicable laws in relation to personal data, including those that affect the transfer of personal data outside its country of origin, are observed.
Personal data must only be used for the purpose for which it was provided and must be protected by reasonable security safeguards against such risks as loss or destruction and against unauthorised access or use, modification or disclosure.
Business Communications and Public Disclosure
Inappropriate, inaccurate or careless communication across any medium or channel (including social media) carries the potential for serious reputational damage and legal liability and failure of compliance risks generally. Furthermore failure to safeguard information can damage Damstra’s reputation and its ability to conduct business effectively. Apart from these practicalities Damstra employees have a legal obligation to treat as confidential and not disclose information that is the property of Damstra.
Any written or oral communication, including those on social media tools and in presentations, made publicly on behalf of Damstra is a public disclosure about Damstra.
You must not make any such disclosure if you are not authorised to do so.
If you are authorised to make any disclosure or representation on behalf of Damstra you must ensure that it is true, accurate and not misleading or subject to the reasonable likelihood of being it being misleading.
Social Media
Damstra supports the use of social media as an important tool for business engagement. However when engaging in the use of social media – either for personal use or when representing Damstra - you need to be aware of and comply with the requirements of this Code of Conduct and any specific Damstra policy in relation to the use of social media and other forms of electronic communication.
In particular you must not represent Damstra in social media unless you are authorised to do so. In addition if so authorised you must observe the requirements of this Code of Conduct in relation to Business Communications and Public Disclosure.
When using social media in a personal capacity you must not do so in a way that brings or would be likely to bring Damstra into disrepute or otherwise negatively impact on the reputation of Damstra, either with clients or in the broader community. You must also not disclose confidential information, imply endorsement by Damstra of your personal views or infer endorsement from Damstra in relation to personal views. Your use of social media must also not compromise your ability to satisfactorily discharge your Damstra workplace role and obligations.
Damstra has the expectation that when engaging in social media you will observe the principles outlined.
matters, making it clear that you are expressing a personal opinion and not one that is sanctioned by Damstra, either expressly or impliedly.
Compliance with Legal and Accounting Requirements
As a business that operates locally and internationally, Damstra is subject to and must comply with the laws and regulations of all countries in which it operates.
Any breach of these laws can have serious consequences for Damstra and for the individuals involved. If you have any questions about how to comply with laws, please refer to your manager.
Where differences exist between this Code of Conduct and the relevant legal requirement in a country, whichever sets the higher standard of behaviour should be followed.
All accounting transactions must be properly authorised and accurately recorded as required by the relevant law and accounting standards and be compiled in accordance with Damstra procedures.
Damstra expects that all employees will gain approval for every transaction before carrying it out and ensure that accurate and true records of all transactions (including those giving rise to liabilities) are maintained in company accounts, financial statements and documents.
Records Management
Damstra has obligations to retain records in compliance with legal, tax, regulatory, accounting and business management requirements. Where each applicable retention period is over, appropriate disposal is required. Examples of business records are contracts, licences, audit reports, financial information, product and service specifications, corporate policies, guidelines and minutes of meetings.
It is content and not format that determines what constitutes a business record with the result that electronic records, including images, emails, instant messaging, voice recordings and electronic files must be treated in the same way as records in any other format.
Some information in the carrying on of business activities only has temporary value and should be disposed of as soon as it is no longer required. This requires the exercise of individual judgment.
If litigation is threatened against Damstra or it is reasonable to assume that litigation might occur out of a transaction, dealing or regulatory filing it is a breach of the law to destroy records relevant to that matter.
Reporting Improper or Inappropriate Conduct
Consistent with Damstra’s core values of honesty, integrity fairness and respect Damstra is open about any employee, supplier, customer or other person dealing with Damstra having a right to raise concerns about possible non-compliance with this Code, any Damstra policies or procedures or laws. Any such concerns can be raised with an assurance from Damstra that there will be no disadvantage or prejudice as a consequence.
If you observe actions or behaviour that you suspect may breach this Code, a Damstra policy or procedure or that may breach a legal obligation or requirement you are encouraged to report the concern to your manager, Damstra’s Chief Executive Officer, the Chair of the Audit and Risk Committee, the Company Secretary or Chairman of the Damstra board of directors.
You must also ensure you read and comply with Damstra’s Whistleblower Protection Policy, which can be found on the Damstra Self Service system.
Consequences for breaching the Code or Policy
All suspected occurrences of improper or illegal conduct or breaches of the Code or a Damstra policy, will be thoroughly investigated by Damstra. If these investigations reveal Code or policy breaches, appropriate disciplinary and remedial action will be taken, dependent upon the nature of the breach. This will range from providing the director, senior manager or employee with training, coaching and counselling through to formal warnings and termination.
It is important that concerns can be raised without fear of victimisation. Damstra will take all appropriate measures to protect individuals against any detrimental action arising from raising concerns. If you believe that you are being subject to such treatment, you should inform your Manager, Human Resources Manager, the Chairman of the Audit and Risk Committee or the Company Secretary immediately.
You have a responsibility to immediately report any breach (or potential breach) of the Code, by you or a colleague, to your manager. Make sure you know your obligations and responsibilities, and comply with them.
Application guidance
Before taking any action ask yourself:
If the answer to any of these things is “No” or “Not Sure” stop, reconsider your actions, and seek advice.
Adoption of Code and Board Review.
This Code of Conduct was adopted by the Damstra Board of Directors in August 2019 and replaces any previous code or policy in this regard.
The Remuneration and Nomination Committee (Committee) assists the board (Board) of Damstra Holdings Limited (Damstra) in fulfilling its responsibilities for corporate governance and oversight of Damstra’s remuneration and nomination policies and practices which enable it to attract and retain senior management of the Damstra group (comprising the Chief Executive Officer and such other individuals as the Committee determines from time to time (Senior Management)) and appropriately align their interests with those of key stakeholders.
The Committee is empowered to investigate any matter, with full access to all books, records, company operations, and people of Damstra and the authority to engage external consultants or other professional advisers as it determines necessary to carry out its duties.
The Committee is a committee of the Board established in accordance with Damstra’s constitution (Constitution) and authorised by the Board to assist it in fulfilling its statutory and regulatory responsibilities. It has the authority and power to exercise the role and responsibilities set out in this Charter and granted to it under any separate resolutions of the Board from time to time.
The Committee should to the extent practicable given the size and composition of the Board from time to time, comprise of:
Membership of the Committee is as approved by the Board.
The chair of the Committee (Committee Chair) should be nominated by the Board and be an independent director (and must satisfy this description if required by statute or regulation).
Members will be appointed for a fixed period of no more than three years, with Committee members generally being eligible for re-appointment for so long as they meet the relevant criteria.
The appointment and removal of Committee members is the responsibility of the Board.
A Committee member may resign as a member of the Committee upon reasonable notice in writing to the Committee Chair.
If a Committee member ceases to be a director of the Board their appointment as a member of the Committee is automatically terminated with immediate effect.
The company secretary is secretary to the Committee.
The Committee will meet as frequently as is required to undertake its role effectively.
Meetings may be face-to-face, or via telephone or video conference as considered appropriate by the Committee Chair.
Any Committee member may, and the company secretary must upon request from any member, convene a meeting of the Committee. The Committee Chair should consider calling an unscheduled meeting if requested to do so by the Chief Executive Officer, the Chief Financial Officer or the internal or external auditors.
The Committee may invite any executive director, executive or other staff member to attend all or part of a meeting of the Committee.
The Committee may, with the approval of the Committee Chair, seek independent advice from external consultants to enable the Committee to properly carry out its functions and meet its objectives.
The proceedings of all meetings will be minuted by the company secretary. All minutes of the Committee are available for inspection by any director of the Board.
A quorum for any meeting will be at least two Committee members. The quorum must be present at all times during the meeting.
The Committee may request the human resources manager to provide any information or carry out any task that may be necessary to enable the Committee properly to carry out its functions and meet its objectives.
The Committee must obtain approval from the Committee Chair before obtaining advice from external consultants.
The Committee’s key responsibilities and functions are to assist the Board in discharging its responsibilities in relation to Damstra’s:
recruitment of directors and Senior Management, including:
The Committee must also oversee remuneration-related disclosures required in annual statutory reporting, if any, and provide advice to the Board on approval of those disclosures including in relation to Damstra’s policies and practices regarding the remuneration of directors and Senior Management, the potential claw back of any performance-based remuneration and any minimum shareholding requirements.
The Committee will:
Minutes of Committee meetings will be included in the papers for the next full Board meeting.
In searching for and selecting new directors for the Board, the Committee may adopt certain criteria to make recommendations to the Board, including the candidate’s background, experience, professional skills, personal qualities, gender, capability of the candidate to devote the necessary time and commitment to the role, potential conflicts of interest and independence and whether their skills and experience will complement the existing Board.
With respect to the selection of candidates for the Board:
The Committee will review this Charter annually or as often as it considers necessary.
The Board will, at least once in each year, review the membership of the Committee to determine its adequacy for current circumstances and the Committee may make recommendations to the Board in relation to the Committee’s membership, responsibilities, functions or otherwise.
The Committee shall make an evaluation of its performance at least once every two years to determine whether it is functioning effectively by reference to current best practice.
The Board may change this Charter (including the responsibilities of the Committee) from time to time by resolution.
If Damstra becomes aware of serious misconduct or a material misstatement in its financial statements for any of its immediately preceding three financial years or some other event has occurred which, as a result, an executive director or Senior Manager should not have received some or all its performance-based remuneration (the Overpayment), the Board may claw back that Overpayment in accordance with the terms of the applicable incentive or equity plan. Such claw back may involve:
The Committee will review this claw back policy at least annually and make recommendations to the Board as to any changes it considers should be made.
Background
This Securities Trading Policy (Policy) regulates Trading by Directors and employees of the Company and its subsidiaries (the Group) in Company Securities or Securities of other companies.
Directors and all employees are required to conduct their personal investment activity in a manner that is lawful and avoids conflicts of interest between their personal interests and those of the Group. In particular, Directors and employees must comply with the insider trading prohibitions of the Corporations Act. Any person who possesses inside information in relation to a company must not Trade in Securities of that company, regardless of the terms of this Policy or any written clearance given under this Policy in respect of Company Securities.
In addition to setting out general principles in relation to Trading in Securities applicable to all Directors and employees of the Company and the Group, this Policy recognises that there are specific periods when Directors and Restricted Employees should not Trade in Company Securities. This Policy also sets out procedures which apply to Trading in Company Securities by Directors and Restricted Employees.
Purpose
The purpose of this Policy is to assist Directors and employees, including Restricted Employees, to comply with their obligations under the insider trading prohibitions of the Corporations Act and to protect the reputation of the Company, its Directors and employees. All Directors and employees, particularly Restricted Employees, should read this Policy carefully and familiarise themselves with the requirements and procedures detailed in it.
If you have any questions about this Policy, please contact the Company Secretary.
Conduct prohibited by law
Under the Corporations Act, if a person possesses "inside information" in relation to Securities of the Company or any other company, the person must not:
Importantly, given the broad definition of "Procure", a person who Deals in Securities through a trust or company while in possession of inside information may contravene the insider trading prohibitions and this Policy.
When a person possesses inside information
A person possesses inside information in relation to Securities of the Company or another company where:
Directors and employees must assume that information is generally available only if it has been announced to ASX. A reasonable person would be taken to expect information to have a material effect on the price or value of Securities if the information would, or would be likely to, influence persons who commonly acquire Securities in deciding whether or not to acquire or dispose of the Securities.
A person does not need to be an “insider”
A person can possess inside information in respect of a company, even if they are not associated in any way with that company. It is irrelevant how the inside information was obtained.
Penalties
A person who Trades in Securities while they possess inside information or communicates that information in the circumstances described in paragraph 2.1(c) above may be subject to:
In addition, a breach of this Policy may lead to disciplinary action by the Company or Group, including termination of employment with the Group.
Examples of inside information
The following items are examples of information which may be inside information in relation to the Company:
This is not an exhaustive list.
General principles
Directors and employees must comply with the following general principles in relation to Trading in Securities:
Short term Trading – all Directors and employees
Directors and employees must not engage in short term Trading of Company Securities.
In general, other than when a Director or employee exercises employee options or performance rights to acquire shares at the specified exercise price, the acquisition of Securities with a view to resale within a 12 month period and the sale of Securities with a view to repurchase within a 12 month period would be considered to be transactions of a short term nature.
Securities of other companies
While in general Directors and employees are free to deal in securities of other listed companies, the insider trading prohibitions under the Corporations Act include dealings not only in the Company's Securities but also those of other listed companies with which the Company may be dealing where a Director or employee possesses inside information in relation to that other company.
Directors and employees must not Trade in Securities of another company whilst in possession of inside information in respect of that company.
No Trading in Company Securities during Prohibited Periods
Directors and Restricted Employees must not Trade in Company Securities during the following Prohibited Periods:
However, even if a Prohibited Period is not operating, Directors and Restricted Employees must not Trade in Company Securities at that time if they are in possession of inside information.
Prior written clearance for Trading
Directors and Restricted Employees must seek prior written clearance before undertaking any Trading in Company Securities.
This requirement applies to all Trading outside of a Prohibited Period and any Trading during a Prohibited Period which is subject to an exception in section 3.11 of this Policy. (The procedures for seeking prior written clearance to Trade during a Prohibited Period as a consequence of Exceptional Circumstances are set out in section 3.10.)
In order to seek clearance to Trade, Directors and Restricted Employees must give at least two trading days' (or such shorter period approved by the Designated Officer) prior written notice of a proposed Trade and submit a written request to the Designated Officer confirming, among other things, that they do not possess any inside information. The Designated Officer may request such information as considered appropriate in the circumstances. Directors and Restricted Employees should be aware that the Designated Officer may not provide the clearance to Trade.
Directors and Restricted Employees may only engage in the proposed Trading if prior written clearance is given by the Designated Officer. Any clearance for the Trading will be valid for 7 days from the date it is given.
Subsequent notification of all Trading
Directors and Restricted Employees must provide the Company Secretary with subsequent written notification of all Trading in Company Securities within two business days, regardless of whether prior written clearance has been given for that Trading.
Directors must provide sufficient details of all Trading to enable the Company to file a notice in accordance with the ASX Listing Rules within 5 business days of the Trade. The Company will also be obliged to notify ASX whether the Trading by a Director occurred during a Closed Period where prior written clearance was required and, if so, whether prior written clearance was provided.
Hedging and Derivatives
Directors and Restricted Employees must not use, or allow to be used, any Derivatives or other products which operate to limit the economic risk of unvested Company Securities.
Trading may be permitted in Exceptional Circumstances
A Director or Restricted Employee who is not in possession of inside information in relation to the Company may Trade in Company Securities during a Prohibited Period if:
A Director or Restricted Employee seeking clearance to Trade during a Prohibited Period must satisfy the Designated Officer that Exceptional Circumstances exist and that the proposal to Trade in Company Securities during a Prohibited Period is the only reasonable course of action available. Directors and Restricted Employees must apply for clearance in accordance with paragraph 3.10 below.
However, even if prior written clearance is given, Directors and Restricted Employees must not Trade in Company Securities if the person is in possession of any inside information.
Prior written clearance
In order to seek prior written clearance to Trade during a Prohibited Period due to Exceptional Circumstances, Directors and Restricted Employees must submit a written request to the Designated Officer. The Designated Officer may request such information as considered appropriate in the circumstances.
The Designated Officer's discretion will be exercised with caution. Directors and Restricted Employees should be aware that the Designated Officer may not provide the clearance to Trade, even if Exceptional Circumstances exist.
Directors and Restricted Employees may only engage in the proposed Trading if written clearance is given. Any prior written clearance given for Exceptional Circumstances trading will be valid for 7 days from the date it is given.
Dealings which may occur during a Prohibited Period
During a Prohibited Period, Directors and Restricted Employees may Trade in Company Securities in the circumstances described below, provided that the Director or Restricted Employee is not in possession of any inside information. (Please note that the Policy requirements with respect to prior written clearance and subsequent notification continue to apply to Trading under one of these exceptions. See paragraphs 3.5 and 3.6).
Escrow
Any Director or employee who holds Securities subject to binding restrictions on transfer (either as ASX restricted securities or through voluntary escrow arrangements) must comply with the terms of any applicable escrow arrangements and will be unable to trade in Securities during that time.
Once the escrow arrangements have ended, the Director or employee is not free to Trade in their Securities unless permitted by this Policy.
Breaches of this Policy will be viewed seriously and may lead to disciplinary action being taken against the relevant Director or employee. In serious cases, disciplinary action may include dismissal. Any Director or employee who becomes aware of a violation of this Policy should immediately report the violation to the Company Secretary.
It should be noted that, in some circumstances, the Company may be obliged to notify regulatory and/or criminal authorities of a serious breach of this Policy.
The Board will review this policy from time to time. This policy may be amended by resolution of the Board of Directors. If any material changes are made to this Policy, the Company will give the amended Policy to ASX for release to the market within 5 business days of the material change taking effect. Amendments to the Policy which are likely to constitute a material change include:
This policy will be made available to all directors and employees via Damstra’s website. It is the responsibility of each such person to comply with this policy.
For the purposes of this Policy:
Purpose
(a) Damstra Holdings Limited (together with its subsidiaries (unless the context requires otherwise), Damstra) recognises that shareholders and other stakeholders are entitled to be informed in a timely and readily accessible manner of all major developments affecting Damstra.
(b) The purpose of this shareholder communications policy is to promote effective communication with shareholders and other stakeholders and to encourage and facilitate participation at Damstra’s general meetings and dealing promptly with the enquiries of shareholders and other stakeholders.
Methods of communication
(a) Information is provided to shareholders and other stakeholders through, but is not limited to:
(i) releases to the Australian Securities Exchange (ASX) in accordance with continuous disclosure obligations;
(ii) the investor section of Damstra’s website;
(iii) Damstra’s annual and half-yearly reports; and
(iv) the annual general meeting (AGM).
(b) Damstra encourages shareholders to receive company information electronically by registering their email address online with Damstra’s share registry.
ASX releases
(a) Damstra will make announcements to the ASX in a timely manner in accordance with the ASX Listing Rules (see also Damstra’s Continuous Disclosure Policy).
(b) All announcements made to the ASX are available to shareholders:
(i) under the investor section of Damstra’s website; or
(ii) under the company announcements section of the ASX website.
Damstra’s website
(a) The investor section of Damstra’s website is the primary medium of providing information to all shareholders and stakeholders. It has been designed to enable information to be accessed in a clear and readily accessible manner.
(b) The investor section of Damstra’s website will provide governance-related information including details of the Board of Damstra (Board) and senior management team and copies of Damstra’s board committee charters and corporate governance policies.
(c) The investor section of Damstra’s website will contain information relevant to shareholders and stakeholders including statements lodged with the ASX by Damstra (including all financial results and annual reports), press releases and other material relevant to Damstra shareholders.
Annual general meeting
(a) The AGM provides an important opportunity for Damstra to provide information to its shareholders and a reasonable opportunity for informed shareholder participation. At the AGM, shareholders can express their views to the Board and management and vote on the Board’s proposals. All shareholders are encouraged to attend, vote and participate at the AGM or, if they are unable to attend in person, to vote by proxy on any resolutions to be decided at the AGM.
(b) The date, time and location of the AGM will be provided in the notice of meeting, in the annual report and on Damstra’s website.
(c) Where practicable, Damstra will consider the use of technological solutions for encouraging shareholder participation at meetings (which may include, for example, live webcasting of meetings, holding meetings across multiple venues linked by live telecommunications and hybrid meetings).
(d) The notice of meeting and proxy form will be distributed to all shareholders prior to the AGM in the timeframe set by the Corporations Act 2001 (Cth) (Corporations Act) and will be available on Damstra’s website.
(e) Damstra’s auditor attends its AGM and is available to answer any questions regarding the conduct of and any issues arising from the audit or the preparation and content of the auditor’s report.
General
(a) Annual report: Unless Damstra’s share registry has been notified otherwise, the annual report will be emailed to all shareholders (to the email address recorded on Damstra’s share register) prior to the AGM within the timeframe set by the Corporations Act.
(b) Half-year and full-year results: The half-year and full-year results will be announced to the ASX pursuant to the ASX Listing Rules and are available to shareholders in the same manner as other ASX announcements. Following the release of Damstra’s half-year and full-year results, Damstra may conduct investor and analyst briefings at which the media, institutional investors and stockbroking analysts will be briefed and given an opportunity to ask questions of Damstra’s senior management.
(c) Dividends: Australian resident shareholders are encouraged to provide Damstra’s share registry with Australian bank account details to enable Damstra to pay dividends by electronic funds transfer, rather than by cheque.
(d) Share registry: Shareholders who wish to amend their details (for example, shareholder address or payment details) or with any questions related to their shareholding should contact Damstra’s share registry at:
Address Yarra Falls, 452 Johnston Street
Abbotsford, VIC, 3067, Australia
Telephone number +61 02 8234 5000
(e) Shareholder enquiries: Damstra is committed to dealing with shareholder enquiries promptly and courteously and takes measures to ensure that its registry, Computershare Investor Services Pty Limited, also does so.
(f) Shareholder privacy: Damstra recognises that privacy is important and will not disclose registered shareholder details unless required by law. Shareholder details will only be used in accordance with applicable privacy laws.
(g) Shareholders’ meetings: Damstra will ensure that all substantive resolutions at a meeting of shareholders are decided by a poll rather than by a show of hands.
Reviews, changes to and publication of this policy
(a) The Board will review this policy from time to time to ensure that it continues to effectively achieve the purpose outlined in section 1 of this policy.
(b) The Board may change this policy from time to time by resolution.
(c) This policy will be made available on Damstra’s website.
Modern Day Slavery Policy
1. Purpose of the Policy
1. This policy affirms our commitment to contribute to ending all forms of modern slavery and outlines our approach to reducing the risk of modern slavery practices within our supply chains and operations.
2. It is consistent with our culture of high ethical standards, including compliance with applicable laws, contractual and other obligations. As a result, this Modern Slavery Policy is part of the Company policies.
3. This Policy also supports the intent of international conventions, treaties and protocols relevant to combatting modern slavery and the Modern Slavery Act (Cth) 2018.
2. Context
1. Modern slavery describes situations where coercion, threats or deception are used to exploit individuals and undermine or deprive them of their freedom. There are an estimated 40.3 million victims of modern slavery globally. Women and girls are over-represented, comprising 71 per cent of victims and nearly two-thirds of modern slavery victims are in the Asia-Pacific region.
2. Damstra commits to contribute to ending all forms of modern slavery, both in Australia and overseas, by ensuring our own supply chains and operations don’t contribute to modern slavery practices, and to take appropriate action to respond to the humanitarian impacts of modern slavery.
3. Scope of Policy
1. This Policy applies to all employees, partners, suppliers, and contractors. This will also apply to all companies, processes, or systems where the Company has significant control as a result of merger, acquisition, joint venture, or other business relationships.
4. Definitions
1. Modern Slavery Act 2018 (Cth) being the Commonwealth legislation (the Act) enacted by the Parliament of Australia on 29 November 2018 (and may be amended from time to time).
2. Modern slavery for the purposes of this policy is defined as including eight types of serious exploitation and outlined in Section E.5.
3. Operations is defined as activity undertaken by Damstra Technology.
4. Partnership means all relationships between Damstra and a Partner, thereby potentially creating a public association of image between the Partner and Damstra. This relationship includes arrangements of; customer-supplier, other related initiatives, and strategic alliances.
5. Risks of modern slavery practices means the potential for Damstra to cause, contribute to, or be directly linked to modern slavery through its supply chains and operations.
6. Damstra Person (collectively, People) include any current:
a. Board of Directors
b. Executive Leadership;
c. Employees;
d. Strategic Partners; and
e. Contractors.
7. Suppliers is defined as any organisation or person who provides us with goods or services, including their subcontractors, agents, related entities and consultants.
8. Supply chains is defined as the products and services (including labour) that contribute to Damstra’s own products and services. This includes products and services sourced in Australia or overseas and extends beyond direct suppliers.
5. What is Modern Slavery
1. Modern slavery is defined by the Modern Slavery Act (Cth) 20184 to include eight types of serious exploitation and which can be understood as:
a. trafficking in persons, which is the recruitment, harbouring and movement of a person for the purposes of exploitation through modern slavery. Exploitation also includes the prostitution of others or other forms of sexual exploitation, forced labour or services, slavery or practices similar to slavery, servitude or the removal of organs;
b. slavery, which is where the offender exercises powers of ownership over the victim;
c. servitude which is where the victim’s personal freedom is significantly restricted and they are not free to stop working or leave their place of work;
d. forced labour, which is where the victim is either not free to stop working or not free to leave their place of work;
e. forced marriage, which is where coercion, threats or deception are used to make a victim marry or where the victim does not understand or is incapable of understanding the nature and effect of the marriage ceremony;
f. debt bondage, which is where the victim’s services are pledged as security for a debt and the debt is manifestly excessive or the victim’s services are not applied to liquidate the debt, or the length and nature of the services are not limited and defined;
g. the worst forms of child labour, which involves situations where children are: exploited through slavery or similar practices, including for sexual exploitation; or engaged in hazardous work which may harm their health or safety, or used to produce or traffic drugs; and
h. deceptive recruiting for labour or services which is where the victim is deceived about whether they will be exploited through a type of modern slavery.
2. It can also extend to:
a. entering into a commercial transaction involving a slave;
b. exercising control or direction over, or providing finance for, any commercial transaction involving a slave or act of slave trading;
c. conducting a business involving servitude or forced labour (including exercising control over the business or providing finance to it);
6. Approach to Limiting the Risk of Modern Slavery Practices
1. Damstra will work proactively to reduce modern slavery within our supply chains and operations, and we expect all organisations we engage with to do the same.
Supply Chain
2. Damstra Technology’s Supplier Expectations
a. We expect all existing and new Suppliers to operate in full compliance with the laws and regulations in the jurisdiction where the goods are sourced, procured or services are performed.
b. Suppliers must use best endeavours to ensure that there is no modern slavery in their supply chains and operations. In the event Suppliers identify any occurrence of, or material risk of modern slavery in their supply chains or operations they are to take practical and effective steps to address that occurrence or risk. Suppliers must notify Damstra Technology as soon as practicable of any occurrence of, or material risk of modern slavery they have identified and notify relevant authorities where appropriate.
3. Damstra Technology’s contractual terms
a. Our contractual terms reflect Supplier obligations outlined in the Supplier contract, including compliance with our Code of Conduct, Australian modern slavery laws and those foreign modern slavery laws that apply in the location(s) in which they operate.
4. Supply chain mapping and risk assessment
a. We will require suppliers, where appropriate to the services they deliver, to complete the Modern Slavery Supplier Questionnaire (https://modernslaveryregister.gov.au/resources/Supplier_Questionnaire_-_Modern_Slavery_Procurement_Toolkit.docx) which contains questions relevant to modern slavery. Answers to this questionnaire will provide us with a greater understanding of the risk of modern slavery within a supplier’s supply chains or operations and enable us to work with a supplier to reduce the risks identified. We will actively and progressively improve our understanding and oversight of all tiers of our supply chains.
Operations
5. Modern Slavery Policy
a. Damstra maintains a Modern Slavery Policy (this Policy) outlining our approach to reducing the risk of modern slavery practices within our supply chains and operations. The Policy provides guidance on the steps the Company takes to work with suppliers to reduce risks and the range of supports available for when a Damstra Person becomes aware that someone is at risk of or affected by modern slavery practices.
6. Incorporating modern slavery into other policies
a. When existing policies undergo policy review or new polices are under development, policy owners are required to identify existing modern slavery commitments that can be enhanced, or where modern slavery protections can be incorporated.
7. Human Resources
a. We are committed to ensuring the health, safety and wellbeing of our workforce and we maintain a suite of policies that are informed by and compliant with workplace and occupational health and safety laws, wherever we work. We ensure that our volunteers are engaged on a truly voluntary and non-exploitative basis.
Communications, Engagement and Training
8. Damstra People will be provided communications and training opportunities to enhance their understanding of the causes and humanitarian impact of modern slavery, the Modern Slavery Policy and our approach to limiting the risk of modern slavery within our supply chains and operations.
9. Damstra People with high purchasing responsibilities are provided briefing on the Damstra Supplier Expectations and contractual terms, Modern Slavery Supplier Questionnaire, and supporting suppliers to undertake due diligence.
10. Damstra People who initiate and/or periodically review relationships with third parties are provided with training to apply the central and whole of organisation due diligence tool and processes.
Continuous improvement approach to reducing the risk of modern slavery
11. We are committed to applying a continuous improvement approach to how we reduce the risk of modern slavery practices within our supply chains and operations.
12. We will seek feedback from Damstra People, Suppliers, Partners and other parties in regard to the success or otherwise of the actions we have taken to reduce the risk of modern slavery.
13. By 31 December each year we will publish a Modern Slavery Statement that outlines the steps we have taken over the calendar year to identify where our supply chains and operations may be contributing to modern slavery practices, and the actions we have taken to minimise these risks.
7. Reporting Concerns
Reporting unethical or unlawful conduct
1. A key part of supporting ethical standards is enabling Damstra People and Other People (including Suppliers and Partners) to feel free and safe to speak up when there are reasonable grounds to suspect that the Company or our People are not acting ethically or in accordance with laws and obligations.
2. Concerns about compliance or ethical issues or illegal or unethical activities are to be reported to the Group’s Whistleblower Protection Officer (WPO) – Paul Burrows, Chief Financial Officer.
3. The email address of our WPO is [email protected].
4. Alternatively, it is possible to make a report via the following ways:
a. Whistleblower Hotline 24/7: 1800 676 787 if within Australia, or +61 2 8905 0356 if overseas;
b. Website: https://www.damstratechnology.com/; or
c. Post: ATTENTION: PAUL BURROWS Suite 3, Level 3, 299 Toorak Road, South Yarra, VIC AUSTRALIA 3141.
Reports of unethical or unlawful conduct are responded to in accordance with the Australian Damstra Whistle Blower Protection Policy (https://www.damstratechnology.com/investors).
5. Reports of unethical or unlawful conduct are responded to in accordance with the Australian Damstra Whistle Blower Protection Policy (https://www.damstratechnology.com/investors).
Responding to concerns of modern slavery practices
6. The often-hidden nature of modern slavery practices means it can be difficult to identify and can be difficult for people to report. It is important to respond in a way that is safe, ethical and respects the dignity and rights of the person at risk or affected by modern slavery practices.
7. There are a range of supports available for when a Damstra Person becomes aware that someone is at risk of or affected by modern slavery practices, regardless of if this occurs within Damstra supply chains and operations or in the broader community.
8. In Australia, the Australian Federal Police is responsible for investigating suspected cases of modern slavery and can be contacted on 131 237 to discuss or report a suspected case. Contact can be made anonymously.
9. In an emergency and if someone is in immediate danger, please call Triple Zero (000) for police assistance.
Damstra Holdings Limited
ACN 610 571 607
Damstra Holdings Limited ACN 610 571 607 (Company) gives notice pursuant to section 110K of the Corporations Act 2001 (Cth) (Corporations Act) of the rights of a member (Shareholder) to:
together with any other documents prescribed by relevant regulations (together, the documents)
Your right to make an election
Each Shareholder is entitled to:
(a) elect to be sent Documents in either physical form or electronic form or not at all; and
(b) elect not to be sent the Annual Report (and any other documents prescribed by the relevant regulations),
by notifying the Company of the election, in which case the election will apply:
(c) on the first business day after the Company receives notice of the Shareholder’s election, unless the relevant regulation specifies another date for the election to apply;
(d) if the Shareholder specifies a later date in that notice, on the first business day after that later date, unless the relevant regulation specifies another date for the election to apply; or
(e) if the regulations for the purpose of the Corporations Act specify another date for that election to apply, on that date.
An election to be sent Documents in physical form will not apply if the Company is required or permitted under the Corporations Act to send Documents by a particular date and the election is received by the Company on or after the date that is 30 days before any date by which the Company is required or permitted to send Documents.
A Shareholder may make an election in relation to all Documents or a specified class(es) of Documents.
The Company encourages all Shareholders to receive communications electronically both to ensure that you stay informed and reflecting our commitment to minimising paper usage.
In addition to any election, a Shareholder is also entitled to make ad hoc requests that the Company send a particular Document to the Shareholder in physical form or in electronic form.
If a Shareholder makes an ad hoc request, the Company will take reasonable steps to send a Document that complies with the ad hoc request by the later of the following:
You can make your election and/or request by contacting our share registry, Computershare Investor Services Pty Ltd, directly at:
w: https://www.computershare.com/au
p: 1300 855 080 (within Australia) or +61 3 9415 4000 (Overseas)
m: Level 3, 60 Carrington Street, Sydney NSW 2000