Damstra Technology

Damstra is a leading provider of integrated workplace management solutions across the globe focusing on industries where compliance and safety is a must

Damstra News

The Australian – Damstra Technology soars 50pc on debut

17/10/19

Damstra closes IPO book, secures $49.3m for listing

19/09/19

Damstra in the Australian - Echoes of Aconex

02/09/19

Global leader in workplace management solutions

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 growing client base across the globe

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.

Our innovative, expanding product suite

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 business expansion

We service our clients through our offices in Sydney, Melbourne, Perth, Singleton, Newcastle, Christchurch, Denver and London. In 2017, we opened a global operations centre in the Philippines to provide cost-efficient scalability as well as 24x7 support to our global clients.

Damstra at a glance

More than

350

Leading ‘blue-chip clients across the globe

More than

4,200

Customers worldwide

More than

330,000

Users worldwide

More than

2,700,000

Work hours captured every month

More than

180,000

Blood and alcohol tests every month

Damstra Technology - Live on the ASX

ASX Listing Ceremony

Damstra Technology Board

Johannes Risseeuw

Executive Chairman

Christian Damstra

Chief Executive Officer

Drew Fairchild

Non-Executive Director

Morgan Hurwitz

Non-Executive Director

Simon Yencken

Non-Executive Director

Please click this link to access ASX Announcements

Please click the link Prospectus 

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 Computershare investor centre or contact the registry:

ComputerShare Investor Service Pty Limited
Level 3, 60 Carrington Street
Sydney NSW 2000

GPO Box 2975
Melbourne VIC 3001

Telephone: +61 3 9415 4000

Toll Free: 1300 850 505 (Australia Only)

Facsimilie: +61 3 9473 2500

E-mail: www.investorcentre.com/contact

Website: http://computershare.com

What is Damstra Technology’s ticker code on the ASX?

The Ticker code is DTC

Where can I find market announcements made by Damstra Technology?

For ASX announcements please click the link: ASX Announcements

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

Damstra Technology Investor Relations

Phone: 1300 722 801

Media Contacts

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:

  • demonstrating leadership;
  • defining Damstra’s purpose and setting its strategies, budgets and business plans;
  • approving Damstra’s statement of values and code of conduct to underpin a culture of acting lawfully, ethically and responsibly;
  • satisfying itself that Damstra has in place an appropriate risk management framework (for both financial and non-financial risks) and setting the risk appetite within which the Board expects management to operate;
  • satisfying itself that Damstra’s remuneration policies are aligned with its purpose, values, strategic objectives and risk appetite;
  • overseeing management in its implementation of Damstra’s strategic objectives, its role in instilling Damstra’s values and performance generally;
  • monitoring performance of senior management of the Damstra group (being the Chief Executive Officer and other individuals as determined from time to time by the Remuneration and Nomination Committee) (Senior Management);
  • setting measurable objectives for achieving gender diversity in the composition of Damstra’s Board, Senior Management and workforce generally;
  • approving major borrowing and debt arrangements, the acquisition, establishment, disposal or cessation of any significant business of the company, any significant transaction or capital expenditure and the issue of any shares, options, equity instruments or other securities in Damstra;
  • approving Damstra’s annual report including the financial statements, directors’ report, remuneration report and corporate governance statement, with advice from the Remuneration and Nomination Committee and the Audit and Risk Management Committee, as appropriate;
  • overseeing Damstra’s process for making timely and balanced disclosure of all material information concerning Damstra that a reasonable person would expect to have a material effect on the price or value of the Damstra’s securities;
  • satisfying itself that an appropriate framework exists for relevant information to be reported to the Board by management;
  • whenever required, challenging management and holding it to account;
  • reviewing operating information to understand at all times the state of health of Damstra;
  • considering the economic, occupational health and safety, environmental and social sustainability risks of Damstra’s activities;
  • ensuring that Damstra acts legally and responsibly on all matters and that the highest ethical standards are maintained;
  • developing an investor relations program to facilitate effective two-way communication with investors;
  • maintaining a constructive and ongoing relationship with the Australian Securities Exchange (ASX) and regulators, and approving policies regarding disclosure and communications with the market and Damstra’s shareholders; and
  • monitoring the effectiveness of, and approving changes to, internal governance including delegated authorities, and monitoring resources available to Senior Management.

With the guidance of the Board’s Remuneration and Nomination Committee, the Board is responsible for:

  • evaluating and approving the remuneration packages of the Chief Executive Officer, directors and other members of Senior Management;
  • evaluating and approving the remuneration arrangements for non-executive directors;
  • monitoring compliance with the non-executive director remuneration pool as established by the Constitution, or as subsequently amended by shareholders, and recommending any changes to the pool;
  • administering short and long term incentive plans (including any equity plans) and engaging external remuneration consultants;
  • appointing and replacing the Chief Executive Officer, and approving the appointment and replacement of other members of Senior Management and the directors;
  • appointing, reviewing the performance of, remunerating and replacing the chair of the Board (Board Chair);
  • Damstra’s induction program for new directors and periodic review and facilitation of ongoing professional development for directors;
  • regularly assessing the independence of all directors;
  • reviewing and implementing succession planning for directors and Senior Management; and
  • monitoring the organisational capability and mix of skills, experience, expertise and diversity on the Board and, when necessary, appointing new directors, for approval by shareholders.

With the guidance of the Audit and Risk Management Committee, the Board is responsible for:

  • overseeing the establishment of and approving Damstra’s risk management framework (for both financial and non-financial risks) including its strategy, policies, procedures and systems;
  • reviewing and monitoring the effectiveness of Damstra’s risk management framework;
  • overseeing the integrity of Damstra’s accounting and corporate reporting systems, including the external audit and Damstra’s processes for verifying the integrity of any periodic corporate report Damstra releases to the market that is not audited or reviewed by an external auditor;
  • reviewing and approving Damstra’s financial statements and reports;
  • overseeing Damstra’s financial reporting, which, without limitation, includes:
  • reviewing the suitability of Damstra’s accounting policies and principles, how they are applied and ensuring they are used in accordance with the statutory financial reporting framework;
  • assessing significant estimates and judgements in financial reports;
  • assessing information from external auditors to ensure the quality of financial reports; and
  • determining whether the financial and associated non-financial statements should be signed based on the Audit and Risk Management Committee’s assessment of them;
  • the entry into, approval or disclosure of related party transactions (if any);
  • overseeing Damstra’s financial controls and systems;
  • managing audit arrangements and auditor independence.

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:

  • responsibility for the effective leadership of the management team;
  • the implementation of Damstra’s strategic objectives and instilling and reinforcing its values;
  • the day-to-day management of Damstra’s operations (including operating within the values, code of conduct, budget and risk appetite set by the Board); and
  • oversight of the provision by Senior Management to the Board of accurate, timely and clear information on Damstra’s operations (including, but not limited to, information about Damstra’s financial performance, compliance with material laws and regulations and any conduct materially inconsistent with Damstra’s values or code of conduct).


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:

  • leading the Board;
  • facilitating effective contribution of all directors and promoting constructive and respectful relations among the directors and between the Board and management;
  • managing the conduct and frequency of board meetings, approving board agendas and ensuring adequate time is available for discussion of all agenda items, including strategic issues;
  • representing the views of the Board to the public; and
  • presiding over meetings of the Board and general meetings of shareholders.


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:

  • the reason for seeking the advice;
  • the name of the person from whom advice will be sought; and
  • a cost estimate from that person for the provision of the advice contemplated.

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:

  • employed, or had previously been employed in an executive capacity by Damstra or any of its subsidiaries in the three years prior to becoming a director;
  • receiving performance-based remuneration (including options or performance rights) from, or participates in an employee incentive scheme of, Damstra;
  • within the last three years, in a material business relationship (eg as a supplier, professional adviser, consultant or customer) with Damstra or another group member, or is an officer of, or otherwise associated with, someone with such a relationship;
  • a substantial shareholder of Damstra, or a representative of, or an officer or employee within the last three years of, or professional adviser to, a substantial shareholder of Damstra;
  • has close personal ties with any person who falls within any of the categories described above;
  • has been a director of Damstra for such a period that his or her independence from management and substantial shareholders may have been compromised; or
  • directly involved in the audit of Damstra or any of its subsidiaries.

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:

  • any material personal interest that he or she or any associate may have in a matter that relates to the affairs of Damstra; and
  • any other interest or relationship that may affect the director’s independence.
  • Notice of any such interest may be a standing notice.

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:

  • Audit and Risk Management Committee; and
  • Remuneration and Nomination Committee.

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:

  • the current members of each committee and their professional qualifications and experience;
  • the number of times each committee met throughout a period; and
  • the individual attendances of the members of those meetings.


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

POLICY SUMMARY

Purpose and application of this policy

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:

  • who is entitled to protection as a Whistleblower under this policy;
  • the protections Whistleblowers are entitled to; and
  • how disclosures made by Whistleblowers will be handled by our Group.

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.

How does this policy interact with Statutory Whistleblower Regimes?

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).

WHO IS ELIGIBLE FOR WHISTLEBLOWER PROTECTION UNDER THIS POLICY?

To be treated as a Whistleblower under this policy you must:

  • be one of the individuals set out in section 2.1;
  • disclose information regarding the type of matters set out in section 2.2; and
  • disclose that information to one of the persons set out in section 2.3.

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.

Who may make a disclosure?

Disclosures can be made by a current or former:

  • Officer or employee of our Group;
  • contractor or supplier of goods and services to our Group, or their current and former employees;
  • Associate of our Group; or
  • Family Member of an individual mentioned in 2.1(a) to 2.1(c) above.

You may choose to disclose information anonymously if you wish.

What types of matters can be disclosed?

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.

Who should I disclose to?

We encourage you to make your disclosure in writing to the Group’s Whistleblower Protection Officer:

Chris Scholtz

Chief Financial Officer,

by phone +61 414 288 856 or email C.Scholtz@damstratechnology.com.

Alternatively, disclosures can be made to any one of the following:

  • an Officer or Senior Manager within our Group;
  • an auditor or member of an audit team conducting an audit on our Group;
  • if the disclosure concerns our tax affairs or the tax affairs of an Associate of the Group: our registered tax agent or BAS agent, or an employee or Officer within our Group who has functions or duties relating to our tax affairs and who you consider be may be assisted in their role by knowing that information; or
  • by calling the Whistleblower hotline:
  • [from Australia, call 1800 676 787 (24 hours – 7 days); or
  • from outside Australia, call +61 2 8905 0356 (24 hours – 7 days).]

CONFIDENTIALITY

Whistleblower identity must be kept confidential

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.

Permitted exceptions

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:

  • a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to the operation of the Statutory Whistleblower Regimes;
  • the Australian Federal Police;
  • the Australian Securities and Investments Commission;
  • the Australian Prudential Regulatory Authority; or
  • the Commissioner of Taxation if the disclosure concerns the Group’s tax affairs or the tax affairs of an Associate of our Group.
  • Provision of Whistleblower information to a court or tribunal

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 chodges@cdplus.com.au.

PROHIBITION AGAINST VICTIMISATION

No victimisation based on Whistleblower status

You must not cause or threaten any Detriment to any person for a reason which includes that they or any other person:

  • is or proposes to be a Whistleblower; or
  • is suspected or believed to be, or could be, a Whistleblower.
  • Whistleblower immunity

You must not:

  • subject a Whistleblower to any liability or disciplinary action; or
  • enforce a remedy or exercise a right against a Whistleblower,
  • for making a disclosure.

However, a Whistleblower may be held liable for any personal misconduct revealed by their disclosure or an investigation following a disclosure.

INVESTIGATIONS OF INFORMATION DISCLOSED UNDER THIS POLICY

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:

  • the person listed in section 2.3 who received the information must provide the information to the Whistleblower Protection Officer as soon as practicable, removing any information which identifies or may identify the discloser of the information (the potential Whistleblower) prior to doing so (unless the potential Whistleblower has provided their consent to that disclosure);
  • as soon as practicable, the Whistleblower Protection Officer must determine whether the disclosure falls within the scope of this policy and, if so, appoint an investigator with no personal interest in the matter to conduct an investigation into the matters disclosed, if they determine it to be necessary or appropriate;
  • the investigator must conduct any investigation in an objective and fair manner, ensuring to provide any employee who has been adversely mentioned in information provided by a Whistleblower an opportunity to respond to the allegations made in respect of them prior to any adverse findings being made;
  • the outcome of the investigation must be reported to the Board, and may be reported to the Whistleblower and any persons affected as the Whistleblower Protection Officer considers appropriate;
  • subject to the exceptions allowed under section 3.2 of this policy or otherwise by law, the identity of a Whistleblower (or information that is likely to lead to their identity becoming known) must be kept confidential at all times during and after the investigation (including in any reporting to the Board or to any persons affected). All persons responsible for or involved in an investigation must take all reasonable steps to reduce the risk that a Whistleblower will be identified; and
  • a Whistleblower may raise any concerns or complaints regarding this policy or their treatment with the Whistleblower Protection Officer.

BOARD REPORTING

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:

  • the number and nature of disclosures made in the last quarter;
  • the status of any investigations underway; and
  • the outcomes of any investigations completed and actions taken as a result of those investigations.

TRAINING

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.

POLICY REVIEW

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.

CONSEQUENCES FOR NON-COMPLIANCE WITH THIS POLICY

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.

GLOSSARY

Unless the context requires, capitalised terms in this policy have the following meaning:

Associate means any individual who is:

  • an associate within the meaning of the Corporations Act 2001 (Cth); or
  • if the disclosure relates to our tax affairs, an associate within the meaning of section 318 of the Income Tax Assessment Act 1936 (Cth).

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:

  • spouse, parent, child, sibling or other relative of an individual; or
  • dependent of the individual or their spouse.

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):

  • information regarding a criminal offence or contravention of the Corporations Act or Australian Securities and Investments Commission Act 2001 (Cth) suspected to have been committed by our Group, or an officer or employee of ours;
  • information regarding a Commonwealth criminal offence punishable by more than 12 months imprisonment suspected to have been committed by our Group, or an officer or employee of ours;
  • information regarding a danger to the public or the financial system posed by our Group, or an officer or employee of ours;
  • information concerning Misconduct or an Improper State of Affairs or Circumstances in relation to our tax affairs, or the tax affairs of an associate of our Group.

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:

have significant implications to the entity to which it relates, or any other entity, that does not relate to the individual;

concern the examples set out in items (a)-(d) of the definition of Misconduct or an Improper State of Affairs or Circumstances; or

concern Whistleblower victimisation (see section 4 of this policy).

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.

YOUR ENTITLEMENTS

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:

  • training and development opportunities;
  • promotional opportunities;
  • work allocation, shifts, rosters, hours of work and overtime;
  • salary levels and packages;
  • leave arrangements (of all types);
  • pregnancy arrangements and maternity and parental leave; and
  • performance assessment.

To ensure this occurs at all levels, management are responsible for ensuring that:

  • all employees and participants in the workplace understand this policy, and act in a manner which is consistent with this policy and the Code of Conduct; and
  • fair and non-discriminatory decisions are made always, including when recruiting or promoting employees.

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:

  • striving to create an inclusive environment respectful of all cultural backgrounds and beliefs.

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;

  • ensuring recruitment and selection processes across all levels of Damstra are structured so that a diverse range of candidates are considered;

YOUR RESPONSIBILITIES

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.

PROCEDURE

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:

  • review management recommendations regarding achievement of the measurable objectives;

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

  • oversee the implementation of initiatives outlined in and arising from this policy.

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.

INTRODUCTION AND PURPOSE

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:

  • ensure that the Company, as a minimum, complies with its continuous disclosure obligations under the Corporations Act and the Australian Securities Exchange (ASX) Listing Rules and as much as possible seeks to achieve and exceed best practice;
  • provide shareholders and the market with timely, balanced, direct and equal access to information issued by the Company; and
  • promote investor confidence in the integrity of the Company and its securities.

If you have any questions about this Policy, please contact the Company Secretary.

LEGAL REQUIREMENTS AND BEST PRACTICE

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:

The Rule: The primary continuous disclosure obligation is contained in Listing Rule 3.1, which states that:

"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."

The Exception: LR 3.1A contains the only exception to Listing Rule 3.1:

"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:

  • It would be a breach of a law to disclose the information;
  • The information concerns an incomplete proposal or negotiation;
  • The information comprises matters of supposition or is insufficiently definite to warrant disclosure;
  • The information is generated for internal management purposes of the entity; or
  • The information is a trade secret; and
  • 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."

ASX may request information to correct false market: Listing Rule 3.1B provides that if the ASX considers that there is, or is likely to be, a false market in an entity's securities, and requests information from the entity to correct or prevent the false market, the entity must give ASX the information needed to correct or prevent the false market.

Disclosure to ASX first: Listing Rule 15.7 further requires that an entity must not release information that is for release to the market to anyone until it has given the information to the ASX and has received an acknowledgement from ASX that the information has been released to the market.

Material price sensitive information: Section 677 of the Corporations Act states that, 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 invest in securities in deciding whether to acquire or dispose of" those securities.

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 Corporate Governance Council "Corporate Governance Principles and Recommendations" (3rd edition), in particular Recommendation 5.1;
  • 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
  • ASIC guidance and discussion paper "Heard it on the grapevine".

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.

KEY CONCEPTS

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 Company Secretary is responsible for determining what information is to be disclosed. Where there is doubt as to whether certain information should be disclosed, the Company Secretary will discuss the issue with senior executives, and if necessary, seek external advice.

The Company Secretary 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 Company Secretary to resolve.

Matters which generally require disclosure include:

  • A material change in the Company's financial forecasts or expectations;

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
  • a copy of a document lodged with an overseas stock exchange or regulator containing market sensitive information not previously disclosed to the ASX.

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:

Board of directors - the Board will be responsible for signing off on any subsequent amendments recommended by the Company Secretary. The Board may be involved in the review of significant ASX announcements;

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;

Other employees - report any material price sensitive information to the Disclosure Officer of their business unit. Observe the Company's "no comments" policy.

Company Secretary responsibilities

The Company Secretary is responsible for the overall administration of this Policy, and in particular, is responsible for:

  • ensuring that the Company is compliant with its continuous disclosure obligations;
  • 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;
  • monitoring the effectiveness of the Policy, including the understanding by employees in general of the principles and spirit of continuous disclosure; and
  • regularly reviewing this Policy for legislative changes or development of best practice and communicating any amendments to the Company employees.

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:

  • should ensure all comments relate to information within the public domain and/or are not material, as the disclosure of confidential information, even if inadvertent, may result in the information no longer falling within the exception to Listing Rule 3.1 and therefore becoming disclosable to the ASX immediately;
  • 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
  • should report to the Company Secretary after the external communication is made, to determine if any confidential information has been disclosed and whether as a consequence any disclosure to the ASX is necessary.

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:

  • Identification and notification of material price sensitive information - as soon as an employee becomes aware of material price sensitive information which has not been previously released by the Company, he or she should immediately notify:
    • in the case of directors, senior management and Disclosure Officers - the Company Secretary; or
  • in the case of all other employees - the Disclosure Officer of their business unit, who will in turn notify the Company Secretary.

"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.

Review of material price sensitive information - after receiving any material price sensitive information, the Company Secretary will review the information (in consultation with senior executives and/or external advisers if necessary), to determine whether the information is required to be disclosed;

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

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:

  • company profile;
  • ASX announcements;
  • Annual reports and other financial results;
  • speeches and other information provided to analysts and investors;
  • AGM information; and
  • employee shareholder information.

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:

  • one-on-one discussions (for the purpose of this Policy, this includes any
  • communications between the Company and an analyst/investor);
  • Company briefings; and
  • conference calls, (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:

  • the Company will make an announcement prior to the briefing to inform the market;
  • 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;
  • 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;
  • Company employee(s) participating at a briefing should conduct a post-briefing review on the same day to identify whether any confidential information was disclosed. If an employee present at a briefing considers that any material price sensitive information that was not previously disclosed, was disclosed during the briefing, he or she must immediately notify the Company Secretary; and
  • following the briefing, the Company will post all material used or made available for the briefing on the Company's website.

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:

  • will not generally comment on analyst forecasts or disclose its own earnings projections, however, it may comment on analyst reports by:
  • acknowledging the report's range of estimates; and
  • correcting factual errors or assumptions where the relevant information has already been disclosed;
  • will not include any analyst reports in its own corporate information, or post any analyst reports (including hyperlinks) on its website, but may use the reports internally;
  • will include a disclaimer that the Company is not responsible for, and does not endorse, the analyst report, in any response made to an analyst; and
  • may consider issuing a profit warning/statement if it becomes apparent that in general the market's earnings projections for the Company materially differ from its own estimates.

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:

  • there may have been inadvertent disclosure of material price sensitive information (which has not been disclosed to the ASX) during any communication with external parties; or
  • confidential Company information may have been leaked (whatever its source), 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.

TRADING HALTS

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.

BREACHES OF CONTINUOUS DISCLOSURE POLICY

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.

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.

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.

INTRODUCTION

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:

  • not engage in bribery and corrupt conduct or conceal such conduct;
  • comply with the laws and regulations which apply to us and our operations;
  • comply with the ABC Policy and all the procedures we adopt; and
  • report any concern or suspected or potential breach of the ABC Policy immediately.

The ABC Policy and our Code of Conduct are available in the corporate section of Damstra’s website.

What is bribery and corruption

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.

What behaviour is prohibited by the ABC Policy

The following are prohibited behaviour under the ABC Policy.

Offering, paying or receiving bribes

Offering, making or receiving a bribe is strictly prohibited. Australia is a signatory to the OECD Convention Combating Bribery of Foreign Public Officials in International Business Transactions and has enacted legislation prohibiting the offering, paying, causing or promising of anything of value to both foreign and domestic public officials. The legislation enables Australian regulators to prosecute its citizens and corporations for the bribery of public officials in Australia and in other countries.

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, paying or receiving kick-backs or secret commissions

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 or accepting gifts and hospitality beyond acceptable business courtesies

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.

Donations

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.

Improper dealing of accounting records

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.

DAMSTRA’S PROCEDURES IN IMPLEMENTING AND MONITORING COMPLIANCE

Education and training

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.

Knowing our partners, agents and intermediaries

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.

Investigations and audits

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.

Your responsibilities

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:

  • endeavour to comply with the terms of the ABC Policy;
  • undertake all requisite training provided in relation to the laws and regulations relating to bribery and corruption and the ABC Policy; and
  • immediately report any concern, suspected or potential breaches of the ABC Policy to either:

                          · 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.

Consequences for breaching the ABC Policy

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.

Reviews and changes to the ABC Policy

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:

  • at least three members;
  • non-executive directors; and
  • a majority of directors who are independent (and it must satisfy this description if required by statute or regulation).

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:

  • to oversee the establishment of and approving Damstra’s risk management framework (for both financial and non-financial risks) including its strategy, policies, procedures and systems;
  • to review at least annually and monitor the effectiveness of Damstra’s risk management framework to satisfy itself that it continues to be sound and that Damstra is operating with due regard to the risk appetite set by the Board;
  • to review and approve Damstra’s financial statements and reports;
  • in relation to Damstra’s financial reporting, which, without limitation, includes:
  • reviewing the suitability of Damstra’s accounting policies and principles, how they are applied and ensuring they are used in accordance with the statutory financial reporting framework;
  • assessing significant estimates and judgements in financial reports;
  • assessing information from the external auditor to ensure the quality of financial reports; and
  • recommending to the Board whether the financial and associated non-financial statements should be signed based on the Committee’s assessment of them.
  • in relation to the entry into, approval or disclosure of related party transactions (if any);
  • in overseeing Damstra’s financial controls and systems;
  • to manage audit arrangements and auditor independence, including considering whether an internal audit function is required and, if not, ensuring that Damstra discloses the processes it employs to evaluate and improve its risk management and internal control processes; and
  • ensuring that any periodic corporate report Damstra releases to the market that has not been subject to audit or review by an external auditor discloses the process taken to verify the integrity of its content.

Reporting

The Committee will:

  • regularly report to the Board on all matters relevant to the Committee’s role and responsibilities;
  • advise the Board in a timely manner of audit, financial reporting, internal control, risk management and compliance matters which may significantly impact upon Damstra;
  • report and, as appropriate, make recommendations to the Board after each Committee meeting on matters dealt with by the Committee; and
  • as and when appropriate, seek direction and guidance from the Board on audit, risk management and compliance matters.

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:

  • after review with management and the external auditor, recommend to the Board the half year and full year financial statements, the preliminary financial reports to be lodged with ASX and all related financial reports and statements;
  • review representation letters to be signed by management to ensure that all relevant matters are addressed;
  • discuss matters raised by the external auditor as a result of their work;
  • assess the impact of changes in accounting standards and review recommendations for adoption of such changes in the financial accounts; and
  • ensure that appropriate processes are in place to form the basis upon which the Chief Executive Officer and Chief Financial Officer execute their certifications under section 295A of the Corporations Act 2001 (Cth) (Corporations Act) to the Board at financial year end in relation to the systems of internal controls, and that that system is operating effectively in all material respects in relation to financial reporting risks.


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:

  • The Board is responsible for overseeing the:
  • establishment of and approving Damstra’s risk management framework (for both financial and non-financial risks) including its strategy, policies, procedures and systems; and
  • disclosure of any material exposure that Damstra a has to environmental or social risks and how Damstra intends to manage those risks.

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:

  • identifying major or potentially major risk areas;
  • reviewing and monitoring Damstra’s risk management framework to provide assurance that major business risks (including contemporary and emerging risks) are identified, consistently assessed and appropriately addressed. In addition, the Committee should undertake a review of Damstra’s risk management framework with management (at least once annually) to satisfy itself that Damstra’s risk management framework continues to be sound (including whether there have been any changes to material business risks and whether Damstra is operating within the risk appetite set by the Board). The Committee should ensure that the Board discloses whether such a review has taken place in Damstra’s annual report;
  • considering Damstra’s approach to occupational health and safety, economic, environmental and social risks, including the benchmarks Damstra uses to measure performance on issues of sustainability and their achievements against those benchmarks;
  • ensuring that risk considerations are incorporated into strategic and business planning;
  • reviewing any material incident involving fraud or a break-down of the risk management framework and identifying “lessons learned”;
  • providing risk management updates to the Board and any supplementary information required to provide the Board with confidence that key risks are being appropriately managed;
  • reviewing reports from management concerning compliance with key laws, regulations, licences and standards which Damstra is required to satisfy to operate;
  • overseeing tax compliance and tax risk management; and
  • reviewing any significant findings of any examinations by regulatory agencies.

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:

  • any exposures or breaches of key policies, procedures or systems, or incidence of risks, where significant (including any material incidents reported under Damstra’s Code of Conduct, Anti-Bribery and Corruption Policy and Whistleblower Protection Policy);
  • new and emerging sources of risks (including the risk controls and mitigation measures that has been or is being put in place by management to deal with those risks);
  • any disclosure-related considerations; and
  • proposed changes to Damstra’s risk management framework.

Risk issues will be identified, analysed and ranked in a consistent manner. Damstra will deal with risks in the following way:

  • identify the nature of the risk;
  • determine the seriousness of such risk, and who the risk is to be reported to;
  • develop a risk mitigation plan;
  • implement the risk mitigation plan; and
  • monitor and report progress of risk mitigation plan.


External audit

The Committee:

  • is responsible for making recommendations to the Board on the appointment, reappointment or replacement (subject to shareholder ratification, as required), remuneration, monitoring of the effectiveness, and independence of the external auditor;
  • will discuss annually with the external auditor the overall scope of the external audit and ensure the external auditor attends the Damstra AGM and is available to answer questions from security holders relevant to the audit;
  • must pre-approve all audit and non-audit services provided by the external auditor (other than taxation services) and will not engage the external auditor to perform any non-audit or assurance services that may impair or appear to impair the external auditor's judgment or independence in respect of Damstra. The Committee may delegate a pre-approval dollar limit to the Chief Financial Officer and authority to a member of the Committee to pre-approve amounts in excess of this between Committee meetings;
  • will advise the Board on statements to be made in the directors’ report regarding non-audit services in accordance with the Corporations Act;
  • will annually request from the external auditor a report which sets out all relationships that may affect its independence; and
  • will review the procedures for selection and appointment of the external auditors and rotation of external audit engagement partner.


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:

  • Damstra’s management, to seek explanations and information from them; and
  • external and internal auditors to seek explanations and information, without Damstra’s management being present.

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.

DO

  • Understand and follow the policies and procedures that inform and govern the work you are required to perform.
  • Only perform operational activities if you are appropriately trained and fit for work.
  • Be sure that your performance is not impaired, for example by lack of sleep, alcohol or and drugs, including prescription and over the counter medication. Take reasonable care of the health and safety of yourself and others.
  • Intervene to stop work if you are concerned about the safety of yourself or others.
  • Report all incidents and near misses within 24 hours as soon as possible to share learnings.
  • Stop work if you are concerned about the health and safety of yourself or others.

DON'T

  • Carry out tasks for which you are not medically fit and sufficiently rested and alert.


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.

DO

  • Base work related decisions on merit.
  • Help create a work environment that is free from all forms of discrimination, harassment and bullying.

DON'T

  • Base work related decisions on race, national origin, religion, gender, age, marital status, sexual orientation, parental status or disability.
  • Send or engage in offensive messages, derogatory remarks and inappropriate jokes.
  • Physically or verbally intimidate or humiliate others.
  • Be afraid to speak up and tell a person if you are upset by his or her actions or behaviour.


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.

DO

  • Be aware that your behaviour and conduct affects the audience’s impression of the Damstra

services and goods.

  • Where you see confusion or the possibility of confusion or a misleading impression occurring with a customer or a potential customer, provide information to avoid assertions of misleading or deceptive conduct.
  • Ask yourself whether the overall impression created by your conduct or the material you have provided is false or inaccurate and take clear steps to avoid that impression.
  • If you are unsure of compatibility or limitations arising in the context of the Damstra offering to a client, ensure that you take steps to clarify the operational circumstances.
  • Seek advice from your manager and report your concerns if you are unsure about the offers being made or outcomes promised to a client.

DON'T

  • Make claims or promise outcomes that cannot be substantiated.
  • Rely on contractual terms or fine print to be an excuse for a misleading or deceptive message overall.
  • Make claims on social media that are false or misleading.


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.

DO

  • Think carefully about the potential impact of export control laws, computer software license obligations and data transfer before transferring goods, technology, software or services across international borders.
  • Remember that controls, sanctions and embargoes can be imposed against countries, entities and individuals.
  • If you have doubts, concerns or are uncertain about export and import controls seek the advice of your manager.


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.

DO

  • Ask yourself whether you would feel comfortable explaining any actions to work colleagues, friends, family or the media
  • Declare to your manager any matter that could influence or be perceived to influence your decisions or actions at Damstra, giving your manager all the relevant facts.
  • Withdraw from decision making that creates or could be perceived to create a conflict of interest.
  • Be impartial, professional and competitive in your dealings with contractors and suppliers.
  • Be aware that the acceptance of any offer of future employment or consultancy with a Damstra supplier, contractor, competitor or client is a potential conflict of interest.
  • Seek advice if you are uncertain about how you should proceed.

DON'T

  • Use your position or Damstra information for personal gain.
  • Be embarrassed or concerned about raising an issue of conflict of interest.


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.

DO

  • Use only Damstra assets to accomplish its business purposes and objectives.
  • Ensure that all transactions are properly authorised, recorded and reported.
  • Maintain the secrecy and security of Damstra information, including assigned personal identification, authentication and access control information such as keys, swipe cards, PINs and passwords).
  • Maintain the confidentiality and privacy of personal and private information.
  • Follow established guidelines, policies and procedures in respect of approvals and conduct of business activities.

DON'T

  • Conceal, alter, destroy or otherwise modify Damstra records or documents otherwise than in accordance with established standards and guidelines.
  • Intentionally make a false or misleading entry in a report, record or expense claim.
  • Disclose Damstra intellectual property or financial details to any third party.
  • Disclose private or confidential information to any third party.


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.

DO

  • Understand that not only personal and personnel files but also business related files can obtain personal data,
  • Remember that in the conduct of its business Damstra may have access to private information of third parties and this information must be secured and its private nature respected.
  • Be aware that sensitive and personal information (a person’s religion, race, health and criminal behaviour) is more strongly protected by legislation than non-personal data or information.

DON'T

  • Forget that it is not only personal information or data of Damstra employees to which privacy legislation applies.
  • Transfer personal information or data outside its country of origin without making sure that there is an understanding about which data protection laws apply and how they must be applied.
  • Use personal information for any purpose other than that for which it was provided.


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.

DO

  • Comply with Damstra directions and standards and requirements in relation to business communications and public disclosures.
  • Only make public disclosures if you have been authorised to do so.
  • In business communications and public disclosures ensure the truth of what is being communicated or disclosed, that the material is accurate and is not misleading

DON'T

  • Do not write or offer speculative opinions.
  • Do not exaggerate.
  • Do not engage in casual conversation in relation to sensitive or confidential matters.


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.

Representing Damstra on social media

DO

  • Obtain authorisation to represent Damstra on social media
  • Disclose that you are Damstra employee and be clear about your role.
  • Ensure that you are not the first to make a Damstra announcement unless authorised to do so.
  • Be respectful of individuals and communities with whom you interact on line.
  • Disclose only publicly available information.
  • Ensure the content you publish is factually accurate.
  • Correct any error quickly if you believe you have made one – declare that you are modifying an earlier post of remove it.
  • Make sure that you have checked with your manager what may or may not be disclosed or reproduced on social media platforms.
  • Respect copyright.

DON'T

  • Disclose personal or confidential information.
  • Publish material that is obscene, threatening, discriminatory, hateful, slanderous or libelous or is unlawful.

Personal use of social media

DO

  • Identify yourself and when relevant your role at Damstra when you discuss Damstra related

matters, making it clear that you are expressing a personal opinion and not one that is sanctioned by Damstra, either expressly or impliedly.

  • If you identify yourself as a Damstra employee ensure your online profile and related content is consistent with how you wish to present yourself to Damstra colleagues, clients and government departments with which you interact or may have occasion to interact.
  • Be mindful that what you publish will be in the public domain for long time, protect your privacy and that of those to whom you are close and observe the social media platform’s terms of use
  • Respect copyright, fair use and financial disclosure laws.
  • Make sure that your online activities do not interfere with your ability to perform your work responsibilities.
  • If you are about to publish something that makes you even slightly uncomfortable review the guidance provided and ask yourself about the source of your discomfort. Give yourself time for reflection.

DON'T

  • Disclose Damstra market or customer sensitive information.
  • Disclose personal or confidential information that you have acquired as a consequence of your employment with Damstra.
  • Publish material that is obscene, threatening, discriminatory, hateful, slanderous or libelous or is unlawful.
  • Do not make reference to or comment on clients, business associates or third parties in relation to business-related matters or publish content that might allow inferences to be drawn that could damage a relationship with Damstra.


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.

DO

  • Keep accurate and true company books, records, accounts and documentation.
  • Make sure that you obtain approval from a person with the right level of authority for all transactions.
  • Report on any weaknesses or irregularities in relation to internal controls, accounting or audit matters.
  • Bring circumstances of apparent conflict between strict legal obligations and this Code of Conduct to the attention of your manager.

DON'T

  • Carry out a transaction that has not been approved in advance.


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.

DO

  • Make sure that you understand the difference between a business record and temporary information.
  • Classify and store records in line with Damstra requirements.
  • Preserve information in a way that it can be quickly and easily accessed.
  • Dispose of records appropriately after their retention period has expired.

DON'T

  • Dispose of any documents if the subject matter is subject to actual, pending or threatened (or is reasonably likely to become subject to) litigation, governmental or regulatory investigation or tax audit.


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:

  • Is my action in line with this Code and with Damstra’s Policies?
  • Is it fair to all concerned?
  • Can I justify/explain my action?
  • Am I getting a personal benefit from the decision I am making that is or could be in conflict with Damstra’s interests?
  • How would I feel if my action was made public?
  • Would I feel comfortable explaining my actions to my family?
  • Would I feel that I had done the right thing?
  • Would I be happy if I was treated this way?
  • How would my behaviour be viewed a year from now and in 5 years’ time?

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.

Role of the Committee and authority

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.

Membership

The Committee should to the extent practicable given the size and composition of the Board from time to time, comprise of:

  • at least three members;
  • non-executive directors; and
  • a majority of directors who are independent (and must satisfy this description to the extent required by statute or regulation).

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.

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.
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.

Duties and responsibilities

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:

  • undertaking appropriate checks (including as to the person’s character, experience, education, criminal record and bankruptcy history) before appointing a director or Senior Manager; and
  • ensuring Damstra enters into a written agreement setting out the appointment terms with the individual personally (except where a bona fide professional services firm is being engaged on an outsourced basis, in which case, the agreement may be with that entity);
  • remuneration policies, including:
  • evaluating and approving the remuneration packages (including fixed remuneration, short term and long term incentives and any other benefits or arrangements) of the Chief Executive Officer, executive directors and other members of Senior Management;
  • evaluating and approving the remuneration arrangements for non-executive directors;
  • monitoring compliance with the non-executive director remuneration pool as established by the Constitution, or as subsequently amended by shareholders, and recommending any changes to the pool; and
  • engagement of external remuneration consultants;
  • short and long term incentive plans, including:
  • plan terms and conditions;
  • performance hurdles, if any;
  • invitations to participation in offers and the terms of participation;
  • achievement of performance criteria (if any) and the final level of any payments, grants or allocations; and
  • the ability to claw back performance-based remuneration from executive directors and Senior Management where appropriate;
  • equity plans, including:
  • amendments to the terms of existing plans within the parameters of those plans;
  • administration and operation of plans, including but not limited to determining disputes and resolving questions of fact or interpretation concerning the various plans; and
  • the ability to claw back performance-based remuneration from executive directors and Senior Management where appropriate;

Board composition and performance, including:

  • the appropriate size, composition and diversity of the Board;
  • the appropriate criteria (necessary and desirable skills and experience) for appointment of directors;
  • recommendations for the appointment, composition, re-election and removal of directors;
  • recommendations for the composition of Board committees;
  • the terms and conditions of appointment to and retirement from the Board;
  • ensuring that an effective induction process is in place for newly appointed directors (including, where appropriate, training on key accounting matters and on the responsibilities of directors in relation to Damstra’s financial statements) and review of those induction procedures;
  • regularly assessing whether the directors as a group have the skills, knowledge and experience to deal with new and emerging business and governance issues;
  • ensuring that continuing directors are provided with appropriate professional development opportunities to develop and maintain the skills and knowledge needed to perform their role as a director effectively;
  • the time non-executive directors are expected to devote to Damstra’s affairs and whether directors are meeting that requirement; and
  • the evaluation of the performance of the Board, its committees, the directors and the Chief Executive Officer; and
  • review of development and succession plans for directors and Senior Management.

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.

Reporting

The Committee will:

  • regularly report to the Board on all matters relevant to the Committee’s role and responsibilities;
  • report and, as appropriate, make recommendations to the Board after each Committee meeting on matters dealt with by the Committee; and
  • as and when appropriate, seek direction and guidance from the Board on remuneration and human resource risk management and compliance matters.

Minutes of Committee meetings will be included in the papers for the next full Board meeting.

Selection and appointment process

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 develop a board skills matrix to identify any ‘gaps’ in the skills and experience of the directors on the Board, and if thought appropriate, will implement such a matrix and disclose it in Damstra’s annual report;
  • the Committee will take into consideration Damstra’s Diversity Policy in selecting new directors for the Board;
  • the Committee will obtain assistance from professional intermediaries to identify and assess the suitability of Board candidates;
  • the Committee will undertake appropriate checks in respect of each candidate;
  • the names of candidates submitted for election or re-election as directors at a shareholder meeting should be accompanied in the notice of meeting by all material information in its possession relevant to a decision on whether to elect or re-elect a director, including:
  • biographical details, including skills, experience, competencies and qualifications and information sufficient to enable an assessment of the independence of the candidate;
  • a statement by the Board as to whether it supports the nomination of the proposed candidate(s); and
  • details of relationships between the candidate and Damstra; and the candidate and directors of Damstra;
  • directorships held;
  • particulars of other positions which involve significant time commitments;
  • if the candidate has been submitted to be elected as a non-executive director, any interests, positions, associations or relationships which may bear on the candidate’s independence;
  • the term of office currently served by any directors subject to re-election; and
  • any other particulars required by law.

Committee performance

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.

Claw back policy

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:

  • requiring the executive director or Senior Manager to pay back the Overpayment; or
  • adjusting the current year incentives or fixed remuneration of that executive director or Senior Manager to take account of the Overpayment.

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.

KEY PRINCIPLES OF INSIDER TRADING PROHIBITION

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:

  • Deal in those Securities; or
  • Procure another person to Deal in those Securities; or
  • directly or indirectly communicate the information, or cause the information to be communicated, to another person if the person knows, or ought reasonably to know, that the other person would, or would be likely to, Deal in those Securities in any way or Procure a third person to Deal in those Securities.

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:

  • the person possesses information that is not generally available and, if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of the Securities; and
  • the person knows, or ought reasonably to know, that the information is not generally available and, if it were generally available, a reasonable person would expect it to have a material effect on the price or value of the Securities.

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:

  • criminal liability (penalties include heavy fines or imprisonment);
  • civil liability (including orders to pay compensation for any loss suffered as a result of illegal trading activities); or
  • civil penalty provisions (the Australian Securities and Investments Commission may seek civil penalties against relevant persons and may also seek court orders that relevant individuals be disqualified from managing a corporation).

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:

  • a change in financial forecasts or expectations;
  • a proposed dividend;
  • changes in the Board of Directors or senior executives;
  • pending ASX announcements;
  • proposed changes in capital structure, including issues of securities, rights issues, the redemption of securities and capital reconstructions;
  • giving or receiving a notice of intention to make a takeover offer;
  • debt facilities and borrowings;
  • mergers, demergers, acquisitions and divestments;
  • significant changes in operations, strategy or proposed changes in the general character or nature of the business of the Company or its subsidiaries;
  • liquidity and cash flow information;
  • sales figures;
  • major or material purchases or sales of assets;
  • significant new contracts or customers;
  • an entity proposing to buy, or a securityholder proposing to sell, a substantial number of Company Securities;
  • industry issues that may have a material impact on the Company;
  • significant litigation involving the Company;
  • allegations of any breach of the law or other regulatory requirements by the Company; and
  • decisions on significant issues affecting the Company by regulatory bodies in Australia or other relevant jurisdictions (such as the Australian Securities and Investments Commission or the Australian Competition and Consumer Commission).

This is not an exhaustive list.

RESTRICTIONS ON TRADING

General principles

Directors and employees must comply with the following general principles in relation to Trading in Securities:

  • Directors and employees must comply with the insider trading provisions of the Corporations Act at all times and must not Trade in Securities whilst in possession of inside information in respect of those in Securities; and
  • Directors and employees must not derive personal advantage from information which is not generally available, and which has been obtained by reason of their connection with the Group.

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:

  • half yearly results: from the close of the ASX trading day on 30 November (or if this is not an ASX trading day, the preceding ASX trading day) each year until 10am on the ASX trading day following the day on which the half yearly results are released;
  • full year results: from the close of the ASX trading day on 31 May (or if this is not an ASX trading day, the preceding ASX trading day) each year until 10am on the ASX trading day following the day on which the full year results are released;
  • AGM: from the close of the ASX trading day 2 weeks prior to the date of the AGM until 10am on the ASX trading day following the date of the AGM; and

any additional periods imposed by the Board from time to time (for example when the company is considering matters which are subject to Listing Rule 3.1A) at its absolute discretion and without prior notice.

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:

  • the Designated Officer determines that an Exceptional Circumstance applies to the Director or Restricted Employee; and
  • prior written clearance is granted by the Designated Officer in accordance with this Policy to permit the Director or Restricted Employee to Trade in Company Securities during the Prohibited Period.

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).

  • Transfers into a superannuation fund; Transfers of Company Securities already held into a superannuation fund or other saving scheme in which the Director or Restricted Employee is a beneficiary.
  • Investment in fund etc; An investment in, or Trading in units of, a fund or other scheme (other than a scheme only investing in Company Securities) where the assets of the fund or other scheme are invested at the discretion of a third party.
  • Director or Restricted Employee acting as trustee; Where the Director or Restricted Employee is a trustee or a director of a corporate trustee, Trading in Company Securities by that trust provided the Director or Restricted Employee is not a beneficiary of the trust and any decision to Trade during a Prohibited Period is taken by the other trustees or directors or by the investment managers independently of the Director or Restricted Employee.
  • Accepting a takeover offer; Undertakings to accept, or the acceptance of, a takeover offer, or participation in a scheme of arrangement.
  • Rights issue, security purchase plan, distribution reinvestment plan etc; Trading under an offer or invitation made to all or most of the Company's security holders, such as a rights issue, a security purchase plan, a dividend or distribution reinvestment plan and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board, (This extends to decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue).
  • Exercise of options or rights; The exercise (but not the sale of Securities following exercise) of an option or a right under an employee incentive scheme. This exception applies to options and rights granted under an employee incentive scheme before this Policy takes effect.
  • Exercise of options or rights, or conversion of convertible security; The exercise (but not the sale of Securities following exercise) of an option or a right under an employee incentive scheme, or the conversion of a convertible security, where the final date for the exercise of the option or right, or the conversion of the security, falls during a Prohibited Period and the Company has been in an exceptionally long Prohibited Period or the entity has had a number of consecutive Prohibited Periods and the Director or Restricted Employee could not reasonably have been expected to exercise it at a time when free to do so. This exception applies to options and rights granted under an employee incentive scheme after this Policy takes effect.
  • Disposal by a secured lender or financier; The disposal of Securities that is the result of a secured lender or financier exercising their rights. However, this does not extend to disposal under a margin lending arrangement where such arrangement is prohibited by this Policy.

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 SHARE TRADING 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.

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. 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:

  • changes to the Closed Periods;
  • changes with respect to Trading in Company Securities which is not subject to a Prohibited Period (as set out in paragraph 3.11 of this Policy); and
  • changes with respect to the Exceptional Circumstances in which Directors and Restricted Employees may be permitted to Trade during a Prohibited Period (as set out in paragraphs 3.9 and 3.10 of this Policy).

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.

DEFINITIONS

For the purposes of this Policy:

  • ASX Listing Rules means the listing rules of ASX Limited;
  • Board means the board of directors of the Company;
  • Chair means the Chair of the Board from time to time;
  • Closed Period means the periods set out in paragraphs 3.4(a) and 3.4(b);
  • Company Securities means Securities issued by the Company;
  • Corporations Act means the Corporations Act 2001 (Cth);
  • to Deal in Securities means to apply for, acquire or dispose of Securities, or enter into an agreement to do any of those things, and Dealing has a corresponding meaning;
  • Derivative has the meaning in section 761D of the Corporations Act and includes options, forward contracts, futures, warrants, swaps, caps and collars;
  • Designated Officer means:

                            -in respect of a Director, the Chair;

                            -in respect of the Chair, the Company Secretary;

                            -in respect of a Restricted Employee, the Company Secretary; and

                            -in respect of the Company Secretary, the Chair;

                            -or such other person appointed by the Board as a Designated Officer for the purposes of this Policy;

  • Directors means directors of any company in the Group;
  • Exceptional Circumstances means, in relation to a Director or Restricted Employee:
  • Financial hardship: a pressing financial commitment that can only be satisfied by selling the relevant Company Securities;
  • Tax liability: a tax liability of such a person would not normally constitute severe financial hardship unless the person has no other means of satisfying the liability. A tax liability relating to Securities received under an employee incentive scheme would also not normally constitute severe financial hardship or otherwise be considered an exceptional circumstance for the purpose of obtaining proper written clearance to sell or otherwise dispose of Securities during a Prohibited Period;
  • Court order: a requirement to Trade in Company Securities as a result of:
  1. a court order;
  2. court enforceable undertakings (eg as part of a bona fide family settlement); or
  3. some other overriding legal or regulatory requirement; or
  • Other circumstances: any other circumstances considered exceptional by the Designated Officer;
  • to Procure another person to Deal in Securities includes inciting, inducing or encouraging a person to Deal or not Deal in Securities;
  • Prohibited Period means the periods set out in paragraphs 3.4(a), 3.4(b) and 3.4(c);
  • Restricted Employees means:

                               -the Chief Executive Officer;

                               -the Chief Financial Officer;

                               -the Company Secretary;

                               -employees involved with preparing the Group's monthly financial reports;

                               -direct reports to the above positions; and

  • employees nominated by the Board as Restricted Employees (and who are notified accordingly), whether employed by the Company or another member of the Group;
  • Securities includes shares, options, rights, debentures (including convertible notes), interests in a managed investment scheme, Derivatives and other financial products covered by s1042A of the Corporations Act; and
  • Trade means to Deal in Securities or Procure another person to Deal in Securities, and
  • Trading has a corresponding meaning.

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.

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