Working with Integrity · SAGAR MARINE PTY LTD ABN 45 138 208 269 a PO. Box 1201, Bibra Lake DC WA 6965 m +61 422 149 575 e [email protected] w sagarmarine.com.au 2.2. Be

knowledge in practice

Working with Integrity Code of Ethical Business Conduct

08 Fall

Good Ethics Means Good Business

SAGAR MARINE PTY LTD ABN 45 138 208 269

a PO. Box 1201, Bibra Lake DC WA 6965 m +61 422 149 575 e [email protected] w sagarmarine.com.au

Table of Contents Introduction 3

1. General 3 2. Personal and professional behaviour 3 3. Conflicts of interest 4 4. Compliance 5 5. Communication and use of Official information 6 6. Dishonest and criminal behavior 7 7. Use of Company resources 7 8. Responding to inquiries from the press and others 8 9. No rights created 8 10. Violations of this Code of Conduct 8



Introduction The aim of this guide is to assist parties to Sagar Marine's Code of Conduct to understand the practical application of the Code as they conduct business and carry out day-to-day activities in a professional and ethical manner. Our Code cannot cover every possible ethical issue that may arise. But it does describe the basic principles that should guide our conduct. If you have any doubt about what to do in a given situation, seek guidance. Be sensitive to situations that could result in illegal or improper action. The parties to the Code include: • General staff (continuing, permanent or fixed-term, and casual); • Contractors and other representatives individuals engaged by Sagar Marine;

1. General Sagar Marine believes that success depends upon creating and maintaining a relation of trust and professionalism with its main stakeholders namely its employees, representatives, commercial partners, shareholders, government authorities and the public. The main purpose of Sagar Marine Code of Conduct is to ensure that all persons acting on behalf of Sagar Marine perform their activities in an ethical way and in accordance with laws and regulations and with the standards Sagar Marine sets through its policies, guidelines and rules. This Code of Conduct provides a framework for what Sagar Marine considers responsible conduct, but is not exhaustive. As a party to this code, you should always strive to exercise good judgment, care and consideration in your daily contact and work.

2. Personal and professional behaviour

Parties to the Code must perform their duties according to Sagar Marine’s Values of Openness and Action with a SPIRIT of Realism. In this performance it is expected the parties will: 2.1. Comply with the law and Sagar Marine's policy and decisions by

• being informed of and complying with relevant legislation, industrial instruments and the policies and guidelines of Sagar Marine.

• carrying out all lawful instructions and implementing decisions taken by Sagar Marine. • discussing ethical concerns where these arise, with your line manager or other appropriate

manager on or offsite and or higher management.



2.2. Be accountable in decision-making by

• making decisions in a fair, transparent and timely manner, giving proper attention to relevant information, legislation and Sagar Marine's policies and procedures.

2.3. Embrace professional working relationships by:

• dealing respectfully, courteously and fairly with Sagar Marine colleagues, other members of the Sagar Marine community and external clients/stakeholders, with regard for their moral and legal rights and obligations.

2.4. Accept and give gifts and benefits by:

• accepting gifts or benefits only in approved circumstances and completing and submitting an official declaration of the gift or benefit.

• not soliciting or accepting money, gifts or other benefits which might, or might be perceived to compromise or influence you in the performance of your duties, either directly or indirectly.

• limiting the giving of gifts to circumstances approved by Sagar Marine

2.5. Not tolerate harassment, bullying and discrimination by:

• practicing tolerance in interaction with others, particularly in relation to beliefs and cultural values.

• not engaging in offensive behaviour, actions or comments. • not harassing, bullying or unlawfully discriminating against others. • actively preventing and addressing harassment, bullying and discrimination in your workplace.

2.6. Support a safe and productive work environment by:

• taking reasonable care to protect the health and safety of ourselves and of others in the workplace.

• taking reasonable care that our workplace is safe and secure for everyone, including identifying and reporting health and safety incidents, hazards and risks.

• taking reasonable care to protect the environment, including reporting environmental hazards and risks.

3. Conflicts of interest A conflict of interest arises when private interests could, or could be perceived to impinge on a person’s ability to act in the best interests of Sagar Marine. Conflicts of interest, or the perception that they have arisen, if left unmanaged, can do significant damage to the company, its staff,



representatives, stakeholders and customers. It is expected that the parties will: 3.1. Manage and declare conflicts of interest by:

• endeavouring to avoid situations in which a potential or actual conflict of interest arises in the performance of your duties, business dealings and or day to day operations. This includes the giving and receiving of gifts and benefits. Where such situations do arise, you will immediately declare any actual or potential conflict of interest to your line manager or other appropriate manager.

3.2. Undertake outside employment/consultancy by:

• engaging in outside employment and/or private practice/consultancy only in accordance with Sagar Marine policy. Prior to engaging in outside employment or other professional activities you will consult Sagar Marine policy and seek advice from your line manager.

3.3. Ensure your personal and political interests do not interfere with employee performance by:

• ensuring that your participation in any personal, political or community activity does not cause a conflict of interest or impede the performance of your duties.

Conflict of interest shall include but not be limited to fraud, bribes, gifts and favours, financial interests in other businesses, activities with a competitor, supplier or other business associates, and Safeguarding assets and records.

4. Compliance 4.1. Compliance with laws – general You shall comply with all applicable laws and regulations when conducting business on behalf of Sagar Marine. You shall not assist or participate in breach of laws by business partners, whether it constitutes an illegal act, for Sagar Marine or yourself. It is your responsibility to seek to acquire a sufficient understanding of the applicable laws and regulations as they apply to your job and or involvement. 4.2. Antitrust and competition You shall comply with the antitrust and competition laws applicable. You should seek advice from the Corporate Legal Department in all matters involving risk of antitrust exposure for Sagar Marine, yourself or any of your reports. 4.3. Insider trading



You shall abstain from trading or giving advice concerning trade in securities of any other companies on the basis of non-public information learned through your work for Sagar Marine. In this context all employees should adhere to the Company policy on Insider Trading and Market Manipulation. 4.4. Maintaining records Sagar Marine is committed to transparency and accuracy in all its dealings, while respecting confidentiality obligations. As a Sagar Marine's employee or representative, you have the responsibility to maintain necessary records of Sagar Marine's business, business relations and transactions. No false, misleading or artificial entries shall be made on Sagar Marine's books or records. All transactions must be fully and completely documented and recorded in Sagar Marine's accounting records in accordance with section 5 below.

5. Communication and use of Official information Parties to the Code may have access to confidential, sensitive, commercially significant and personal information that is not available to the public. It is essential that staff and representatives respect the confidentiality of information and not use it for their personal gain or benefit or for the personal gain or benefit of others. Official decisions must be properly recorded and all information must be appropriately stored. In communicating and using official Information it is expected that the parties will: 5.1. Use official information appropriately by:

• maintaining the confidentiality, integrity and security of official company information. • only disclosing confidential or restricted information when required to do so by law and where

proper authority has been given. • not processing any transactions or making any other changes to the records of friends, relatives,

colleagues or business or other associates other than where necessary in order to undertake your duties and as approved by your supervisor or manager.

• not processing your personal records for any purpose other than through means made available to staff and involved parties generally.

5.2. Respect intellectual property by:

• respecting the Sagar Marine's intellectual property rights and acknowledging that anything we develop, invent or create as a consequence of being engaged or employed by the Sagar Marine's remains the property of the Sagar Marine.

5.3. Record actions and decisions by:

• ensuring transparency of Sagar Marine's actions and decision-making. • establishing and maintaining appropriate records of official Sagar Marine's actions.



5.4. Secure storage of official and confidential/sensitive information by:

• ensuring that all documents that form part of the Sagar Marine's records are placed on official files.

• ensuring that confidential/sensitive information is secured against loss, misuse or • unauthorised access.

6. Dishonest and criminal behavior Dishonest and criminal conduct is detrimental to Sagar Marine. It is expected the parties will: 6.1. Act honestly by:

• performing your duties to the highest standards of honesty and integrity.

6.2. Engage in lawful and proper conduct by:

• conducting yourself lawfully and properly at all times and not using your position within the company for personal advantage or for the personal advantage or disadvantage of others.

6.3. Report dishonest and criminal behaviour by:

• promptly reporting any suspected or known dishonest or criminal behaviour to your line manager or other appropriate manager, and/or relevant external authorities.

7. Use of Company resources Parties to the Code have a responsibility to be conscientious when using company facilities, equipment and work time. The Company’s assets are to be used in an appropriate and responsible manner and the unauthorised use or removal of assets is not allowed. It is expected the parties will be diligent in the appropriate and efficient use of Company resources by:

• ensuring that Company resources are used economically and that waste is avoided. • taking measures to secure resources against theft and misuse. • using all Company facilities and equipment responsibly, carefully and honestly. • using Company resources for personal use only where approval is granted under Company policy. • using working time for personal purposes only briefly and infrequently and where appropriate

seeking the approval of your line manager.



8. Responding to inquiries from the press and others Sagar Marine profile in domestic and international markets is greatly influenced by our ability to communicate consistently and professionally with external parties, including the media. Consequently, Sagar Marine shall maintain a principle of openness and be honest and responsive when dealing with interested parties outside Sagar Marine as well as society at large. In order to ensure a coordinated interface with external parties,

• general inquiries about Sagar Marine or its employees as well as all inquiries from media, should be directed to higher management.

• In the case that any inquiry might have an impact on Sagar Marine these should be passed to higher management.

• Inquiries from financial analysts or investors should be passed on to Company Investor Relations. • Inquiries from external attorneys should be passed on to the Company Legal Department.

9. No rights created This Code of Conduct is a statement of certain fundamental Sagar Marine principles, behaviour, policies and procedures that govern Sagar Marine's employees, representatives and stake holders. It does not create any right for any customer, supplier, competitor, shareholder or any other person or entity.

10. Violations of this Code of Conduct Violations of this Code of Conduct will not be tolerated and may, in accordance with relevant legislation, lead to internal disciplinary actions, dismissal or even criminal prosecution. Each case shall be reviewed objectively in full recognition of the circumstances. Should improper practices or irregularities occur within the company or business, necessary corrections and remedial action to prevent recurrence will be taken. All violations of the Code of Conduct should be recorded and reported through both the line management and HR channels.

Rahul Sagar Chief Executive Officer, SAGAR Marine Pty Ltd Date: 15 January 2016

Documents

Working with Integrity · SAGAR MARINE PTY LTD ABN 45 138 208 269 a PO. Box 1201, Bibra Lake DC WA 6965 m +61 422 149 575 e [email protected] w sagarmarine.com.au 2.2. Be