Code of Conduct

1. Introduction

The following code of conduct defines Briscoe Group’s minimum standards for ethical business practice. It applies to all employees of companies within the Briscoe Group.

The code reflects the Group’s recognition that it’s reputation is an essential element of the Group’s success. Each employee must act in a way that preserves and enhances the Group’s reputation, by ensuring that in all business activities they:

  • Be truthful and fair
  • Abide by the law
  • Demonstrate respect, openness and integrity

All employees of the Group are responsible for ensuring their individual compliance with the code.

If you are concerned about possible breaches of this code, then you should report your concerns immediately to a senior member of staff.

Any breach of this code is a serious matter which may result in disciplinary action, up to, and including dismissal.

2. Conflict of Interest

You must avoid putting yourself into a position where your personal interests could conflict with your duty to the Group. Such circumstances could compromise or appear to compromise your ability to make impartial business decisions. The kind of situation could include:

  • Giving Group business to a company owned by your family or friends
  • Having any form of financial interest in any supplier, customer or competitor
  • Doing business for Company clients on your own behalf rather than doing the same business on behalf of the Group.

3. Gratuities, Gifts and Samples Policy

Gratuities
A gratuity is defined as a gift or reward for services rendered, and must not be accepted, by any employee, under any circumstances.

Gifts & Samples
A gift is defined as a present, whether offered or solicited. Such gifts or presents have been normal practice in some cases in the past, particularly at Christmas and on special occasions. Examples of such gifts are hams, turkeys, wine etc.

Any employee given such a gift must inform their Manager within one working day. The Manager will then decide the most suitable use for the gift, ie put it in the “kitty” to distribute gifts evenly amongst the staff, donate to charity, or to be used as an in-house informal raffle.

Supplier Hospitality
All offers of hospitality (eg tickets to cricket, tennis etc) must be referred to the employee’s Manager for approval before their acceptance of the hospitality.

4. Confidentiality

Confidentiality is a key characteristic of an efficient and successful business. Employees are required to protect proprietary, commercial and other information that is confidential to the Group. These obligations of confidentiality continue after an individual’s employment has ceased with the Group.

Information that is not generally available concerning the activities, results, strategies, initiatives or plans of the Group must be used for authorized purposes only. Confidential information should be handled and communicated with care, and must not be disclosed outside the Group without proper authority.

Any contracts entered into by the Group with customers, consultants, and contractors should contain appropriate confidentiality clauses that ensure the protection of the Group’s confidential information.

5. Payments, Gifts and Entertainment

Employees must not give or receive any bribe or other illicit payment. This applies to any form of secret payment to any person. If you receive any proposal or suggestion to make or receive any such payment, you must report it immediately to a senior member of staff.

No cash payments of any amount are to be accepted, but employees may accept gifts if the market value of the gift is less than $NZ100, provided that such gifts are not given in return for any consideration. This may include entertainment and hospitality.

Any gift, entertainment or hospitality that could be reasonably seen to be excessive or abnormal must be reported to a senior staff member.

6. Trading In Company Securities

Employees who have knowledge of material non-public information about the Group are not permitted to buy, sell or otherwise trade in the Group’s securities. This restriction extends to sharing or providing tips to others with such information, especially where such individuals may use the information to trade in the Group’s securities.

The Group’s share trading policy provides guidelines and prohibitions relating to the trading of the Group’s securities.

All Briscoe Group employees must obtain written consent of a director, or in the case of directors, from the Chairman of the Board, prior to dealing in Briscoe Group shares at any time.

7. Workplace Principles

Briscoe Group seeks to provide a work environment in which everyone is treated fairly and with respect.

7.1 Equal Employment Opportunity
It is the policy of Briscoe Group to ensure equal treatment for all employees and applicants, regardless of race, colour, religion, national origin, age, sex, sexual orientation, or mental/physical capacity. This policy applies to all Company activities, including, but not limited to, recruiting, hiring, training, transfers, promotions and benefits.

7.2 Non-Harassment and Sexual Harassment
It is Company policy to provide a workplace free from tensions involving matters that do not relate to Company business. In particular, an atmosphere of tension created by ethnic, racial, sexual or religious remarks, unwelcome sexual advances, or requests for sexual favours, will not be tolerated.

Harassment of employees, applicants, customers, contractors or suppliers by other employees is a violation of Company policy.

Employees who observe, learn of, or are subjected to harassment, are responsible immediately to report the conduct to their direct Manager or the Human Resources Manager, for prompt investigation. Investigations will be conducted in as discreet and confidential a manner as is practicable.

Retaliation against individuals who report such violations of policy, or against those who provide information in an investigation of such violations, is also a violation of policy.

The Company will act promptly and vigorously to take corrective action and appropriate discipline with respect to any harassment or retaliation, up to and including termination.

7.3 Fair Dealing
Each Employee of Briscoe Group should endeavour to deal fairly with the Group’s customers, suppliers, competitors and fellow colleagues. They should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.

7.4 Community Relations
Briscoe Group encourages employees to participate fully and constructively in local community activities to degrees compatible with the effective and timely discharge of their responsibilities.

We pledge support for charities and educational institutions. Selection of activities and institutions will be based on their needs, the short and long term benefit to the Group and it’s employees, and the degree to which the wider public interest is served.

8. Use Of Company Information And Assets

Briscoe Group assets are to be used only for the legitimate business purposes of Briscoe Group and only by authorised employees. Group assets include, but are not limited to, equipment, furniture, office supplies, corporate funds, employee time, computer supplies and software. In addition, Group assets also include corporate data, business strategies and plans, trademarks, financial data and other confidential information about the Group’s business or it’s employees.

Briscoe Group’s e-mail system should be restricted primarily to Company business.

Employees must exercise the same care, caution and etiquette in sending e-mail messages as they would in normal written business communications. Abusive or unprofessional e-mails will not be tolerated.

Employees must not abuse access to the Internet for personal or improper purposes.

The Group reserves the right to monitor and inspect, without notice, all electronic communications data and information transmitted on the network and electronic files located on personnel computers owned by the Group or computers on the premises used in Company business.

9. Delegation of Authority

Only employees who are specifically authorised may commit the Group to others. A “commitment” includes the execution of any written agreement or any undertaking that obligates or binds the Group in any respect, whether or not it involves the payment of money. Employees must never execute a document or otherwise commit the Group unless they have clear authority to do so.

10. Accuracy of Records

Accuracy and reliability in the preparation of all business records is mandated by law and is of critical importance to the Group’s decision-making processes and to the proper discharge of our financial legal and reporting obligations.

All Group records, business expense accounts, voucher bills, payroll records and reports, whether electronic or paper, are to be reliable, and must be promptly and accurately entered in Group records.

False or misleading entries on records are not permitted.

No undisclosed, unrecorded, or “off-book” funds should be established for any purpose.

All records should be stored for the period of time required by applicable law or contract or Group policy, whichever is the longest.

11. Compliance

11.1 Reporting Violations
Every employee who in good faith reasonably believes that a violation of the Code or in any other illegal/unethical conduct has occurred is expected to contact his or her direct manager. If, for any reason, the employee is uncomfortable with reporting the information to such persons, the employee can report the information anonymously (or otherwise) to the Group Human Resources Manager.

It is the Group’s policy not to retaliate or discriminate against any employee who, in good faith, reports or complains of a violation of the Code.

11.2 Accountability
Employees who violate this Code may be subject to disciplinary action, including termination of employment. Knowledge of a violation and failure to promptly report or correct the violation may also subject any employee to disciplinary action. Some violations of this Code are illegal and may subject the employee to civil and criminal liability.