Page 50 - Suncorp_Review

48

Part 5. Policies (continued)

5.2 Dealings in Company securities

The Company’s Constitution permits directors to acquire securities in the Company, however the Board has adopted a securities dealing policy that prohibits directors and senior management from dealing in Suncorp securities at any time while in possession of price-sensitive information and for a 30-day period prior to:

–– the release of the Company’s half-year and annual results to the ASX –– the AGM, and

–– any major announcements.

Directors or employees of the Suncorp Group or their Associates:

(a) must not engage in short-term trading of Suncorp securities

(b) must not use Suncorp securities as collateral in any fnancial transaction; including

– entering into a margin lending arrangement in

respect of Suncorp securities, and

– transferring Suncorp securities into an existing

margin loan account,

unless a waiver has been granted by the Chairman or Managing Director upon such terms and conditions as the person granting the waiver sees ft

(c) must not enter into a transaction that is designed to limit the economic risk of a holding in unvested Suncorp securities (i.e. a hedging transaction).

The following approvals must be obtained before a director or offcer may deal in Suncorp securities:

–– all directors (including the executive director) must advise the Chairman of the Board

–– the Chairman must advise the Chairman of the Audit Committee, and

–– senior managers must advise the Group CEO. The granting of approval to deal in the Suncorp securities is coordinated by the Company Secretary who is also responsible for reporting all transactions by directors and Senior Executives to the Board.

In accordance with the provisions of the Corporations Act 2001 and the ASX Listing Rules, the Company advises the ASX of any transaction conducted by directors in the securities of the Company.

The securities dealing policy is made available to employees through the Company’s internal compliance and governance intranet sites and a formal advice on the terms of that policy is issued to all senior managers at least twice a year, usually in the month prior to the release of the Company’s annual and half-year fnancial results.

A copy of the Suncorp Group securities dealing policy, as amended in December 2010 following amendments to the ASX Listing Rules, is available on the Company’s website at www.suncorpgroup.com.au under ‘Corporate Governance’.

5.3 Code of conduct

A code of conduct has been adopted by the Suncorp Group and is available on the Company’s website at www.suncorpgroup.com.au under ‘Corporate Governance’. The Suncorp Code of Conduct outlines the standards of behaviour that are expected of all directors, executives, management and employees and describes the values that underpin the way we conduct our business.

In addition to the Suncorp Code of Conduct , the Group’s main business activities are also subject to a number of industry codes such as the General Insurance Code of Practice and the

Banking Code of Conduct .

There are also a number of internal policies in place as part of a compliance framework to monitor and encourage adherence with the Suncorp Code of Conduct and industry codes. The key related policies are: –– Conficts of Interest Policy –– Whistleblower Policy, and –– Securities Dealing Policy.

The Company monitors compliance with the Code and its various other policies using an internal due diligence system, as described earlier in this Statement under ‘Internal Control Framework’.

5.4 Diversity

The Suncorp Group policy on diversity is contained within its Equal Employment Opportunity and Diversity Policy, a summary of which is available on the

Company’s website at www.suncorpgroup.com.au under ‘Corporate Governance’.

In support of the above Policy, the Board has approved a Diversity Strategy for 2011/14, with the objective of achieving a workforce that is representative of the macro-employment base, the customers with whom we interact, and the communities within which we operate.

Central to the Suncorp Group diversity policy are the following concepts:

–– Suncorp considers diversity in our workforce to be inclusive of age, gender, family responsibilities, marital status, cultural background, ethnicity, religion, sexual orientation, socio-economic background, women in senior leadership roles, Aboriginal and Torres Strait Islanders, people with physical or mental disability and those with English as a second language

–– Promoting the principles of equality of opportunity throughout the Suncorp Group

–– Recruitment, selection or promotion will be based on merit, aptitude and ability;

–– Creating a workforce that refects the diversity of the communities in which we operate.

Corporate Governance Statement (continued)