Board CharterCode of Conduct
Table of Contents
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Vision Introduction 1. Acting with honesty and integrity; 2. Respecting the law and applicable regulations; 3. Maintaining confidentiality and not misusing information; 4. Identification and management of conflicts of interest;
5. Meeting our responsibilities to our employees, our shareholders, our customers, our suppliers, our creditors, our consumers and the broader community; 6. Promoting ethical behaviour and reporting any suspected unlawful, corrupt or unethical behaviours. |
Our Vision
“Sydney Ports Corporation is a leader of world class, efficient, sustainable ports and logistics networks.”
Introduction
The Code of Conduct contains a set of general business ethics and standards of professional behaviour applicable to all Directors, employees and contractors of Sydney Ports Corporation (Sydney Ports). Directors are also subject to the Board’s charter and other governance documents and to the specific requirements of the State Owned Corporations Act 1989 and other applicable legislation.
Sydney Ports includes all divisions and operations of Sydney Ports, Sydney Pilot Service and other subsidiaries that may be established.
The Code of Conduct is based on the following principles:
- Acting with honesty and integrity;
- Respecting the law and applicable regulations;
- Maintaining confidentiality and not misusing information;
- Identification and management of conflicts of interest;
- Meeting our responsibilities to our employees, our shareholders, our customers, our suppliers, our creditors, our consumers and the broader community; and
- Promoting ethical behaviour and reporting any suspected unlawful, corrupt or unethical behaviours.
1. Acting with Honesty and Integrity
To uphold trust and confidence in Sydney Ports, directors, employees and contractors should conduct themselves with absolute honesty and integrity while pursuing their business objectives, in representing the Corporation and dealing with port users.
Gifts or forms of entertainment will only be accepted if they are of nominal value, are justifiable in all circumstances, are not a bribe and will not influence or impair their decision-making process in Sydney Ports' best interests. If the intent of such offerings is unclear, advice should be sought from a manager or supervisor.
Any gifts, favours or forms of entertainment will not be requested in return for, or exchange of business, services or information. This includes gifts or benefits for other people.
Gifts of money will never be accepted.
Funds, information and property of Sydney Ports and/or port users, will only be used for the business of Sydney Ports.
All Sydney Ports' resources will be used effectively and without waste to better meet the Corporation's objectives.
2. Respecting the Law and Applicable Regulations
All rules and procedures contained in the relevant manuals and operating guidelines will be followed. Where doubt exists, advice should be sought from the relevant Manager or supervisor.
Legal and regulatory requirements applicable to Sydney Ports will be complied with. Where uncertainty exists as to what laws apply advice should be sought from the relevant manager or from the Secretary and General Counsel.
3. Maintaining Confidentiality and Not Misusing Information
The principle of confidentiality is fundamental to all functions of the Corporation's activities. The business affairs of Sydney Ports must be treated with absolute confidentiality.
The only exceptions to this obligation will arise where an employee is compelled by law to deliver confidential information to a court, authority or agency or other third party or where disclosure is in the public interest as set out in the Protected Disclosure Act 1994.
The principle of confidentiality applies equally to ex-employees in relation to confidential information acquired during employment with Sydney Ports and its predecessor organizations.
Others will not be pressured to disclose confidential information
Inside information or any information acquired in the course of employment shall not be used for personal gain or for that of others such as friends, relatives or business associates.
Any information acquired in the course of employment with Sydney Ports which is not publicly available, and which could reflect favourably or unfavourably upon the investment value of stock, shares or other securities will not be profited from or disclosed to others.
4. Identification and management of conflict of interest
Primary business loyalty is to Sydney Ports. Any decisions and activities which may conflict with the duties and responsibilities of employment with Sydney Ports should be avoided.
Where a conflict of interest exists, the interests of Sydney Ports will take precedence.
Managing Conflicts of Interest
If there is doubt over the existence of a conflict of interest, details should be disclosed to the relevant manager or supervisor for consideration or referral to senior management.
If a conflict of interest arises during involvement in a particular activity, a disclosure should be made to the relevant manager or supervisor at the earliest opportunity.
In the case of the Board, Directors must notify the Chair of the Board if a real or perceived conflict exists. Directors are required to disclose any potential conflicts for recording in SPC’s conflicts register. Directors are required to update this register on an ongoing basis as circumstances change.
In relation to specific Board decisions, the Board will comply with Clause 2, Schedule 10 of the State Owned Corporations Act 1989. A Director cannot take part in discussions or vote on a matter in which that Director has a material personal interest, unless the Board resolves that the interest does not disqualify the Director.
Neither employees nor Directors should serve as directors of another corporation without specific approval of senior management. In the case of the Board, Directors will discuss proposed appointments with the Chair.
Participating in any business activity or employment outside Sydney Ports should be avoided where it would or could:
- adversely affect performance of the person’s duties at Sydney Ports;
- interfere with the judgment of the person regarding decision-making in Sydney Ports' best interest;
- involve the person in any dealings with Sydney Ports on behalf of a company or other body, where the employee is placed in a moral and/or legal position of responsibility to Sydney Ports and to another party.
Sydney Ports encourages involvement in community affairs through non-profit charitable, social or sporting bodies, where no real or perceived conflict of interest is involved.
Anyone wishing to engage in any political or semi-political activity may do so at their sole discretion and in their own right. This must not involve the authority of their position in Sydney Ports or any of Sydney Ports' assets or information.
Competitors/Outside Organisations
Unless specifically permitted by the Chief Executive Officer, there will be no discussion with competitors or industry institutions regarding policies or practices, prices, or the nature and extent of Sydney Ports' services.
The Chief Executive Officer is the only authorised spokesperson for the Corporation. Only the Chief Executive Officer can grant permission for others to act/speak on his behalf.
5. Meeting our responsibilities to our employees, our shareholders, our customers, our suppliers, our creditors, our consumers and the broader community
Directors, employees and contractors are accountable to their Manager, the Board and relevant Ministers.
Sydney Ports will meet responsibilities to all employees by following Sydney Ports human resources policies and procedures.
6. Promoting ethical behaviour and reporting any suspected unlawful, corrupt or unethical behaviours.
Non-Discrimination and Appropriate Behaviour
- Directors, employees and contractors must act according to the legislative requirements, organisational policies and ethical codes that govern their engagement;
- Directors, employees and contractors should honour Sydney Ports commitment to EEO in the supply of services and products;
- Directors, employees and contractors must not harass, bully or discriminate against colleagues or members of the public;
- Directors, employees and contractors’ work habits, behaviour and workplace relationships should contribute to a harmonious, safe and productive work environment;
- Directors, employees and contractors are expected to treat members of the public and colleagues with respect, courtesy, honesty and fairness, and have proper regard for their interests, rights, safety and welfare;
- Directors, employees and contractors must make decisions fairly, impartially and promptly, giving consideration to all available information, legislation and organisational policies and procedures. Sydney Ports business decisions and actions affect all those involved in its daily operations; employees, port users, shareholders and the general public. Therefore Directors, employees and contractors, as part of their decision making process, should consider the social and economic implications of their actions as well as the commercial implications
- Work should be performed in a way that protects the heath and safety of those performing the work, colleagues and visitors. Appropriate safety equipment and/or clothing must be used when required and no one must work under the influence of non-prescription drugs or alcohol
Reporting Suspected Corrupt Conduct
Employees who make disclosures concerning corrupt conduct, maladministration and serious and substantial waste of public money are protected by the Protected Disclosures Act 1994.
Sydney Ports has guidelines for the reporting of corrupt conduct (see Published Policies and Procedures Protected Disclosures document 26/06/2003) which is in line with the Protected Disclosures Act 1994.
Directors, employees and contractors should uphold Sydney Ports' commitment to good Corporate Citizenship while pursuing the organisation’s business objectives.
Complying with the Code of Conduct
Compliance with the Code of Conduct is an essential term and condition of all contracts of employment.
Responsibility for complying with this Code of Conduct will rest with each employee, their manager and ultimately with the CEO.
The emphasis of this Code is not on punishment but on the need to ensure ethical behaviour – personal and professional. Breaches of this Code of Conduct, however, may result in disciplinary action. Disciplinary action may range from counselling, a formal warning letter or, in more serious cases, summary dismissal.
If employees are unsure whether their actions or decisions will breach the Code of Conduct, they should seek the advice of their manager or supervisor. Alternatively they can contact the Executive General Manager, Human Resources and Corporate Affairs or the Executive General Manager Legal and Special Projects.
Reaffirming the Code of Conduct
To ensure that there is a high level of awareness and understanding of the Code of
Conduct, all Directors, employees and contractors will be asked to read and affirm their support:
- On appointment
- At annual performance reviews
- In the event of a promotion
- At relevant planning meetings
- Whenever the code is amended
REFERENCES:
Sydney Ports Corporation 2007-2010 Enterprise Agreement
Marine Pilots’ Employee Collective Agreement 2007-2010