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Business Conduct
2 Downer’s values................................................................................................................3
3 Introduction.......................................................................................................................4
Standards of Business Conduct................................................................................ 4
Who must comply with our Standards of Business Conduct?.............................. 5
What about our other policies?............................................................................... 5
Management commitment..................................................................................... 6
Personal accountability............................................................................................. 6
Raising a concern...................................................................................................... 6
Breaching the Standards of Business Conduct.......................................................7
Publication...................................................................................................................7
Questions......................................................................................................................7
4 Our people........................................................................................................................8
Respect and dignity................................................................................................... 8
Zero Harm – health and safety..................................................................................9
Inclusion and diversity.................................................................................................9
Human rights............................................................................................................. 10
Alcohol and drugs.................................................................................................... 10
Personal information and privacy..........................................................................11
Protecting our people............................................................................................. 12
6 Our business....................................................................................................................17
The letter and spirit of the law.................................................................................17
Corporate governance...........................................................................................17
Securities trading.......................................................................................................19
Continuous disclosure...............................................................................................19
Conducting business internationally..................................................................... 20
Communication....................................................................................................... 20
Zero Harm – environment........................................................................................ 22
Zero Harm – sustainable development................................................................. 22
Fair competition....................................................................................................... 23
Our assets.................................................................................................................. 24
Conflicts of interest................................................................................................... 26
Contracts and agreements.................................................................................... 30
Retaining records and documents........................................................................ 30
Membership of professional and industry associations.......................................31
7 Our Voice.........................................................................................................................32
Reporting concerns................................................................................................. 32
How do I make a report?........................................................................................ 32
Our Voice................................................................................................................... 33
What happens when I make a report?................................................................ 33
Glossary..................................................................................................................................34
As a company, we rely on our team to deliver results for our clients and for each other.
This is why it is important that all of the decisions made by each and every person
at Downer every day must be based on our organisational values – courage,
collaboration, excellence and integrity.
We expect that each person who works with us is committed to being ethical,
truthful and reliable.
Our people are committed to doing what is right.
This document, the Standards of Business Conduct, outlines the behaviours we
expect from our people. These standards also provide guidance for those
“grey areas” where you may be unsure what course of action is right.
Downer’s reputation is built upon the individual reputations of all of our people.
Every one of us plays an important part in ensuring that Downer continues to
conduct its business with integrity.
I ask you to read our Standards of Business Conduct and reflect on its messages.
With your commitment to making Downer a great organisation, we will ensure
that we maintain a future of which we can all be proud.
Thank you.
Grant Fenn
Chief Executive Officer
The Downer name, history and experience The Downer values are a critical part
are deeply etched in the critical of who we are, as we strive to apply
infrastructure that has helped build collaboration, courage, excellence and
communities and nations across the Asia integrity to everything that we do. We
Pacific region for more than 100 years. are committed to ensuring we design,
construct and maintain the best solutions
With a workforce of more than 21,000
for our clients while keeping our focus
located across more than 20 countries,
equally on the safety of our people and
we have evolved to our current size and
sustainability of the communities we
market position through a journey of
work within.
organic growth and acquisition.
Downer is a company that is proud of
It is these origins and the fact that we
it’s heritage and, as employees we are
are designing, building, operating and
strengthened by the diversity within our
maintaining the critical infrastructure upon
portfolio of work. Most importantly, we are
which the world relies, that creates the
excited about what the future will bring
foundation for our success and shapes
for Downer and our stakeholders.
our culture today.
The expectations set out in the Standards Every employee has access to a copy
of Business Conduct apply to all of our of the Standards of Business Conduct.
people, including directors, employees Downer also holds regular training sessions
and contractors of Downer and its about the Standards of Business Conduct
subsidiary companies throughout the world. to ensure that you are aware of and
understand your obligations
The Standards of Business Conduct is
and responsibilities.
an important part of each person’s
employment with Downer and you are
expected to:
Although our Standards of
• read and familiarise yourself with the Business Conduct do not apply
Standards of Business Conduct directly to our suppliers and clients,
you should make them aware of the
• understand your obligations under the
Standards of Business Conduct and
Standards of Business Conduct; and the spirit which underlies them. Our
• always comply with the Standards of suppliers and clients are encouraged
to support you in applying our
Business Conduct.
Standards of Business Conduct.
Downer’s CEO and MD is responsible to the Our executives and management team
Board for Downer’s culture, including the are responsible for:
way we conduct our business.
• supporting the CEO and MD in upholding
Our executives and management team Downer’s high standard of conduct; and
are committed to living the Downer values
• making sure that our people understand
and meeting the expectations set out in
and comply with the Standards of
the Standards of Business Conduct.
Business Conduct.
Personal accountability
All our people are personally responsible business or our reputation. You also have
for complying with the Standards of an obligation to report any actions or
Business Conduct. behaviour which does not meet Downer’s
values, the Standards of Business Conduct,
We all have an obligation to stop or
or which breaks the law.
prevent actions that could harm our
people, our clients, our communities, our
Raising a concern
Downer aims to create an environment Conduct, you can report the conduct
in which our people can raise concerns to your supervisor or manager, your local
about conduct which may be unethical, human resources team or using the
unlawful or in breach of the Standards of independent Our Voice service.
Business Conduct.
If you see or notice any conduct which
might be unethical or unlawful, or which
contravenes the Standards of Business
Our Voice is available 24 hours a day, 7 days a week, 365 days a year. Anyone can
call the Our Voice hotline to speak with trained specialists who can help you to make
a report about any actual or suspected misconduct.
Publication
Questions
If you have any questions about the • visit the Our Voice intranet page and
Standards of Business Conduct, you can: website (see section 10 for further
details); and
• speak with your supervisor or manager;
• contact the Company Secretariat team.
• speak with your local human
resources team;
Zero Harm is an integral part of how we identify and control hazards, protect our
do business at Downer. Because Zero Harm people from exposure to health and safety
is our aim and our priority, we have policies, risks and support the health and well-being
procedures and standards across all of of our people.
Downer’s businesses which set out
Each person working on a Downer site
our expectations.
must understand and follow site security
Our managers and supervisors are procedures, and must report any actual
responsible for implementing and or potential hazards. By doing this, we
maintaining these policies, procedures can ensure that we protect ourselves,
and standards. our workmates and our business.
We are committed to caring for and Please contact your local Zero Harm team
protecting our people and believe if you have any questions about health
that workplace injury and disease is and safety.
preventable. At Downer, we work to
Human rights are the basic standards of At Downer, we treat our people with
treatment to which everyone is entitled, fairness, respect and dignity and we follow
regardless of gender, race, nationality, practices that promote health and safety.
economic status or religion.
Our people must understand our
Downer is committed to supporting the commitment to upholding human rights
fundamental human rights of our people, and should ensure that they comply
as well as the people we work with all over with these commitments when they are
the world. performing work for Downer or when
representing Downer.
Downer has a zero tolerance approach You must not perform any work for Downer
to alcohol and illegal substances in the if you are under the influence of alcohol,
workplace and at any time our people illegal drugs or any substance that could
are performing any work for Downer. prevent you from performing your job
safely or effectively.
You must not possess or use alcohol or
illegal substances in the workplace and As a general rule, Downer’s workplaces are
must not distribute these substances at any smoke-free environments, and we expect
Downer worksite. Our contractors are also that our people comply with this policy.
expected to comply with this policy.
Downer is committed to complying with our purpose other than the purpose for which
legal obligations to ensure that personal it is collected, unless individual consent
information is protected, and we have has been obtained, or if the law requires
developed a Privacy Policy which sets out Downer to disclose or use this information.
how we collect, use, disclose, store and
Downer respects the privacy of our people,
dispose of personal information.
clients and stakeholders.
Downer will only collect, use and disclose
Where required, Downer may monitor or
personal information that is required to
audit the use of our information systems
meet our business requirements and as
and access electronic communications or
permitted by law. Downer will not use
information stored on these systems to the
or disclose personal information for any
extent permitted by law.
Always Never
At Downer, we treat our suppliers and We want our suppliers and contractors
contractors fairly, respectfully and honestly. to have the same values we share and
We expect that they will treat us in the to reflect our expectations when doing
same way. business with and for us.
You are expected to be professional Our contractors may use the Our Voice
and courteous when working with our service to report any inappropriate,
suppliers and contractors. You are required illegal or unethical behaviour. They can
to comply with obligations under any also report behaviour which breaches
arrangements Downer has with its suppliers any agreement or arrangement they
and contractors, as well as with relevant have with Downer.
policies and procedures.
Our partners
As Downer has operations all around the As representatives of Downer, our people
world, our people will come in to contact are prohibited from making any political
with the governments in these locations. donations to political parties, politicians,
elected officials, election committees or
At Downer, we respect and cooperate
candidates for public office in any country.
with government agencies and authorities
Our people must also ensure that any
and we aim to have a positive and open
agents representing Downer do not make
relationship with them.
any political donations on behalf
Our people must forward all of Downer.
communications and requests for
information received by Downer from Political activities
government agencies and authorities to
the Company Secretariat team as soon Our people may participate in political
as they receive them. activities as individuals if they make it clear
that their participation is on a personal
basis and the activities are not being
Political donations
carried out on behalf of Downer.
Downer does not make contributions of
However, our people must not:
any kind to political parties, politicians,
elected officials, election committees or • carry out any individual political activities
candidates for public office in any country while they are at work; or
without prior approval from the Board.
• use Downer’s resources for any individual
Proposed political donations will not be
political activities.
approved unless they comply with relevant
laws, regulations and regulatory obligations
in Australia and in the jurisdiction in which
the contribution is proposed to be made.
While away on a business trip, Jenny was invited to attend a $500-a-plate fundraising
dinner hosted by a political party for the election campaign of one of its politicians.
When Jenny returned to the office, she included the cost of the dinner on her travel
expense report. Jenny’s manager would not approve the expense. Jenny asks: why
won’t my manager approve this dinner charge?
Downer will not cover this expense because Jenny did not get prior approval from the
Board. This means that Jenny must pay for the dinner herself. If Downer pays this expense
without the Board’s approval, it could appear that Downer was supporting the politician
because Jenny was attending the fundraising dinner as an employee of Downer.
At Downer, we obey the letter and spirit with an internal legal advisor before any
of the law in every place where we do potentially illegal acts have taken place.
business. This applies to our people, our
Breaking the law is a serious matter, and
contractors, our suppliers and our agents.
disciplinary action, including termination
If you are concerned that any proposed for misconduct, may be taken against
work, or any work you are currently any person who carries out an action (or
undertaking may not be legal, or if you fails to carry out an action) which results in
have a concern about the legality of any breaking the law.
matter, you are responsible for consulting
Corporate governance
Continuous disclosure
Communication
I used a Downer computer to send a personal email to my girlfriend two weeks ago.
During our toolbox talk yesterday, my manager mentioned that our IT team had
performed a random check of our emails last week and that all of our team’s activities
complied with Downer’s IT usage policies. That’s great news for our team, but I’m
worried that someone has seen the email to my girlfriend. What can I do?
Downer regularly monitors emails and internet usage to ensure no one is breaching
our policies or breaking the law. This means that all of your emails, even personal emails,
can be checked and read. If you don’t want people to read personal messages,
send those messages from your own computer and your personal email address.
Understanding and managing the impact procedures with which you are expected
of our business throughout the lifecycle of to comply where appropriate.
our products and services is fundamental
Many of our people also work on sites
to our long-term business success.
owned, controlled or operated by third
At Downer, we are committed to parties. In circumstances where we
developing robust environmental perform work on non-Downer sites, you
management systems and resource are expected to comply with Downer’s
efficiency programs that will sustain our policies as well as the policies and
natural environment for future generations. standards of the third party who owns,
We are also committed to lowering our controls or operates a site.
fuel and energy consumption in order to
further reduce our carbon footprint.
We have policies, procedures and
standards across all of Downer’s
businesses which set out our expectations
on environmental matters, and we expect
you to ensure any work you perform
complies with these.
In addition to our policies, our clients have
their own environmental policies and
We strive to design, implement and our products and services, and have
manage projects that deliver a a positive influence on the local
positive impact on our social and communities in which we participate
natural environments. through our day-to-day operations.
Our goal is to reduce our ecological
footprint, increase the sustainability of
Many of the jurisdictions in which we Breaching these laws can have serious
conduct our business have laws to promote consequences for Downer and our people,
or protect free and fair competition (usually so you must ensure you understand the
called “competition” or “anti-trust” laws). obligations Downer has in each jurisdiction
in which we conduct our business, and
Under these laws, it is usually illegal to
must comply with all of our legal obligations
make an agreement with another person
under these laws.
(including competitors) to fix or control prices,
market share and distribution practices Our people understand that even the
(among other things). It is also illegal to perception of a breach of these laws will
make an agreement with a competitor to have a serious impact on the reputation of
boycott suppliers or to deal with only specific Downer and each of our people.
customers or markets.
If you think the conduct of any of our people,
You must not engage or be involved in any agents, stakeholders or any third party could
conduct that breaches competition or result in a breach of these laws, please
anti-trust laws. speak with your manager, or contact your
local legal team or the Company Secretary.
Always Never
Confidential information
Always
As a listed company with operations
around the world, information about and • Lock documents containing
relating to Downer and its operations confidential information and other
that has not been formally disclosed to confidential material in a secure
area (for example, a filing cabinet
the market is commercially sensitive and
or secure storage room) when you
confidential. Some information is also price
go to lunch or leave your desk for
sensitive information. any extended time.
Confidential information includes financial • Keep personal and employee
information, internal correspondence and information in a secure place or
correspondence with clients, suppliers, system, including personal and
regulators and other stakeholders, employee information saved
operating methods, potential tender/ on electronic devices such as
contract wins, marketing plans, research computers and mobile phones.
results, employee data, information about • Make sure you receive a signed
relationships with suppliers and other confidentiality agreement from
stakeholders and legal information. any prospective suppliers and
clients before providing them
Information will be confidential even if it is
with information about Downer.
contained in an email, on a CD or DVD, or
on the Downer intranet. • Report any misuse of Downer’s
confidential information to your
A good rule of thumb is that information is manager or the Company
confidential if it: Secretariat team.
I just returned from a regional meeting where I learned about new exciting Downer
projects and excellent financial results that will be announced soon. I’m very proud of
our success and I’m eager to share the news. Can I tell my family?
No. This information has not been released to the public and is confidential information.
If you disclose this confidential information to anyone outside of Downer, even your
family, your actions could have serious consequences and can even result in Downer
breaching the law. You should never disclose confidential information to anyone
outside Downer.
IT systems
I use a Downer ute onsite and I
Our information technology and take the key home with me at night.
communications systems, programs and Last weekend, I used the ute to help
the data on our systems are a very my brother move some building
important part of our business and should materials. My boss doesn’t know I
always be used according to Downer’s IT used the ute, and I don’t want to tell
him, so I fixed the log book so it
usage policies.
doesn’t look like I’ve used the ute
Our people must not: outside work. Is this okay?
Conflicts of interest
Before our people can act as director or In all other cases, you must first disclose
committee member for any company or it and obtain written approval from your
organisation that is not connected with manager to the arrangement.
Downer, they must obtain written approval
from the Company Secretary.
“Gift” means any tangible item of “Benefit” means any non-tangible item of
value, including money, alcohol, value, including preferential treatment or
hospitality, tickets to sporting events access to proprietary information.
and accommodation.
Always Never
As a commercial business, Downer Our people must not, and they must ensure
and its subsidiaries enter into contracts others do not, sign or execute contracts
and agreements. and agreements on behalf of Downer.
You can only sign or execute contracts and
If Downer is a party to any proposed
agreements on behalf of Downer if you
contract or agreement, our people must
have been specifically authorised to do so.
ensure that the contract or agreement
(and the arrangements contained in If you are unsure whether you can
them) are reviewed by specialists from sign or execute a contract or
the corporate office to ensure that we agreement on behalf of Downer,
have complied with all of our legal and please contact your local legal team
other obligations and that Downer is or the Company Secretary.
protected appropriately.
You are expected to comply with relevant regulatory investigations. This is why
statutory requirements to keep records and we expect all our people to ensure our
retain relevant documents for the statutory business records are accurate and can
period (or longer, if appropriate). be verified.
You are required to be aware of Downer’s
obligations to keep appropriate and Financial records
adequate business records for its business. Downer has specific statutory obligations
All our people must use, disclose and in respect of preparing and disclosing
store these records and the information financial records. This means that our
contained in them according to the people must accurately and completely
relevant Downer policies. If you are record and explain Downer’s transactions,
unsure whether you should save or financial position and performance.
destroy a document, please speak
We also expect that our people will fully
with your local legal team or the
cooperate with our internal and external
Company Secretariat team.
auditors and provide true and accurate
Our people must not disclose business information when they are requested to
records or documents to any person provide information or asked questions
outside of Downer unless required by law about information provided.
or for the purposes of Downer’s business.
Sometimes, our business records (including
email and electronic records) may be
made public because of litigation or
Business records
You must ensure the accuracy of all
Downer’s business records. This means that
you must never:
• make false entries or alter receipts on
expense reports;
• enter false information on time sheets;
• alter or falsify quality or safety results;
• understate or overstate known liabilities
or assets; • improperly record or fail to record items
• maintain undisclosed or unrecorded that should be expensed; or
liabilities, funds or ‘off the book’ assets; • make any entry that intentionally
hides or disguises the true nature of
any transaction.
Reporting concerns
You can report misconduct or other You can also speak with your local human
behaviour which does not meet the resources team if you have concerns
expectations set out in the Standards of about any behaviour which may be illegal
Business Conduct in the following ways. or which may breach the Standards of
Business Conduct.
Internal reporting If either of these options are unsuitable,
You can report any misconduct or other you can contact the Company Secretariat
behaviour to your manager or supervisor. team on +61 2 9468 9700.
As outlined in the previous section, you The flowchart below sets out what
can report misconduct to your manager generally happens when a report is made.
or supervisor, your local human resources
team or to Our Voice.
Person identifies
questionable
conduct
Person reports
conduct via
Our Voice
Person reports
conduct internally
to manager or
supervisor
Our Voice
provides report
to WPO
Report is
investigated by
appropriate officer
Findings are
reported to
management
Appropriate
action is
taken
Where
appropriate,
person is advised
of outcome
Agent means a person who is authorised to Director means any person who is
act for or represent Downer in dealing with appointed to the Board and includes
a third party. alternate directors.
Audit Committee means the permanent Facilitation payment means a small
committee of the Board responsible for payment to a government agency
assisting the Board in its oversight of the to fast track or secure the performance
integrity of the Company’s accounting of an action that is ordinarily and
and financial reporting practices. commonly performed.
Board means the Board of Directors Inside information means information
of Downer. that is not generally available and
which can affect the price or value
Bribery means giving or receiving money
of a company’s securities.
or some other benefit to influence the
behaviour or decision of a public official or Insider trading means using information
any other person to gain an advantage. about or relevant to a company that has
not been made public to buy or sell (or
CEO and MD means the Chief Executive
encourage others to buy or sell) securities
Officer and Managing Director of Downer.
of that company.
Downer and our company means Downer
Intellectual property means any creation
EDI Limited ACN 003 872 848, its subsidiary
of the mind or intellect which could
companies, operating divisions, business
have commercial value, and which may
units and joint ventures (where relevant).
be protected under trade mark or similar
Competitor means any individual, legislation.
company or business that is specifically
Personal information means information
or generally involved in any industry that
about a person which can be used to
offers, or is capable of offering, the same,
identify that person.
similar products or services as Downer.
Public official means any person who is
Contractor means an individual, company
elected or appointed to any public office.
or business that carries out work or performs
services for Downer under a contract and Supplier means an individual, company or
includes subcontractors. business that provides materials, equipment
or services.
Corruption means the abuse of a position
of employment or trust to gain an Third party means a person who is not
advantage in contravention of duty a party to a contract but may become
and the law. involved in an indirect way or be affected
by a contract.