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Directors' Code of Conduct

The Board commits itself and its members to ethical, businesslike and lawful conduct, including proper use of authority and appropriate decorum when acting as Directors. Accordingly;

1. Directors must represent unconflicted loyalty to the interests of the Group. This accountability supersedes any conflicting loyalty such as that to advocacy or interest groups and membership on other boards or staff. It also supersedes the personal interest of any Director acting as a consumer of the Group's services.
2. Directors must avoid conflict of interest with respect to their fiduciary responsibility.
   • There must be no self-dealing or any conduct of private business or personal services between any Director and the Group except as procedurally controlled to assure openness, competitive opportunity and equal access to inside information.
   • When the Board is to decide upon an issue about which a Director has an unavoidable conflict of interest, that the Director shall absent himself or herself without comment from not only the vote but also from the deliberation.
   • Directors must not use their positions to obtain employment for themselves, family members or close associates.
   • Directors will disclose their involvement with other organisations, with vendors, or any other associations that might produce a conflict.
   • Directors should regularly declare to the Board, their interests, actual or perceived (direct or indirect) and/or any changes to their personal particulars as soon as possible, using the Declaration Form by Directors.
3. Directors may not attempt to exercise individual authority over the Group except as explicitly set forth in Board policies.
   • Directors' interaction with the Senior Management or with staff must recognise the lack of authority vested in individuals except when explicitly Board authorised.
   • Directors' interactions with the public, press or other entities must recognise the same limitation and the inability of any Director to speak for the Board except to repeat explicitly stated Board decisions.
   • Directors will give no consequence or voice to individual judgement of the Senior Management or staff performance.
4. Directors will respect the confidentiality appropriate to issues of a sensitive nature.