A conflict of interest occurs when an individual’s interests interfere, or appear to interfere, with Hellaby’s best interests. Hellaby expects its people to act in Hellaby’s interests at all times.

Hellaby people will not without the prior consent of Hellaby:

• Engage in any other business or commercial activities which would conflict with their ability to perform their duties for Hellaby;
• Support a political party or organisation other than in a personal capacity;
• Be directly or indirectly interested or concerned in any capacity including as a material shareholder (i.e. a shareholder who holds more than 10% of the shares), or as a director, employee, independent contractor with any other business in a related industry; and
• Enter into a lease arrangement with Hellaby or its subsidiaries without prior approval of the Audit & Risk Committee
• Engage in any other activity which could conflict with Hellaby’s interest.

“Gifts” and “personal benefits” can include accommodation, goods, services, discounts, special terms on loans. See below the Hellaby guidelines on the acceptance of gifts for further information regarding employee obligations.

Hellaby people will not accept gifts or personal benefits of any value from external parties if it could be perceived this could compromise or influence any decision by Hellaby.

Hellaby expects its people to advance its legitimate interests when the opportunity to do so arises.

Hellaby people will not:

• Take any opportunity discovered through the use of Hellaby property, information or position for themselves;
• Use Hellaby property (including Hellaby’s name), information or position for personal gain;
• Compete with Hellaby; and
• Trade in shares, or any other kind of property, based on knowledge that comes from their role if that information has not been reported publicly. See Hellaby’s Code of Conduct for Securities Trading for further information.

Hellaby, our customers, suppliers, and other stakeholders entrust us daily with their confidential communications and information. Confidential information includes all information not in the public domain that has come to a Hellaby person’s knowledge by virtue of working for Hellaby.

Hellaby people will maintain and protect the confidentiality of information entrusted to Hellaby about customers, work colleagues, suppliers, stakeholders and Hellaby’s business and financial affairs, except where disclosure is allowed or required by law.

The actions and statements of Hellaby people, whether to customers, suppliers, competitors, or employees, can impact on the way people see Hellaby and whether they choose to do business with us.

Hellaby people will:

• Conduct themselves in a way that demonstrates that their honesty is beyond question and will not commit behaviour that has the potential to bring Hellaby’s image into disrepute;
• Deal honestly with other Hellaby people, professional advisors, customers and suppliers;
• Not enter into transactions or make promises on behalf of Hellaby that Hellaby does not intend or is unable to honour;
• Undertake their duties with care and diligence;
• Ensure that any personal opinions Hellaby people express are clearly identified as their own and not represented to be the views of Hellaby;
• Value individuals’ differences and treat people with respect in accordance with legislation and the Company’s human resources policies, including with regard to equal opportunities, anti-harassment and discrimination;
• To the best of their ability, use reasonable endeavours to ensure that Hellaby’s records and documents, including financial reports, are true, correct and conform to Hellaby’s reporting standards and internal controls;
• Co-operate with internal and external auditors, and neither mislead nor conceal information, and
• Not accept or offer bribes or improper inducements to or from anyone.
  
  

Hellaby people will have regard to the needs of key stakeholders including Hellaby’s shareholders, customers, suppliers, central and local government, the Commerce Commission and industry bodies.

Hellaby people will:

• Be committed to delivering shareholder value through efficient operation, effective communication and clear risk management practices;
• Deal with the company’s customers with honesty and integrity;
• Maintain high standards of service and product quality;
• Treat suppliers honestly, fairly and objectively;
• Not behave in any way, or promulgate any information that is deceptive, misleading or otherwise unfair; and
• Ensure that Hellaby does not engage in behaviour that violates the principles of fair competition.

Hellaby people are required to protect Hellaby’s assets from loss, damage, misuse, waste and theft. Hellaby’s assets include systems, information, intellectual property and networks.

Hellaby people will:

• Only use Hellaby’s assets for lawful business purposes authorised by Hellaby; and
• Only create, and only retain, information and communications required for business needs or to meet legal obligations in accordance with Hellaby’s information management policies.

Hellaby people will:

• Familiarise themselves and at all times comply with the company’s policies, as communicated by the Chief Executive or by the Chief Executive of the subsidiary by which they are employed (including those relating to health and safety);
• Abide by laws, rules and regulations of New Zealand and of the countries in which they are operating (including those relating to financial reporting, taxation, resource management and the environment);
• Undertake training on legal obligations and the company’s policies as required by their manager; and
• Comply with all statutory and internal disclosure requirements on a timely basis.

The Hellaby Board of Directors delegates the responsibility of managing the business and affairs of Hellaby to the Chief Executive Officer. The Chief Executive Officer in turn delegates to other levels of management certain rights to make operational and financial decisions within defined limits. The rules that govern this system are the Delegated Authority framework.

Hellaby people will:

• Only act within the Delegated Authority framework and any authority that may be specifically given to them as a Delegated Authority holder; and
• Ask their manager if they are uncertain as to their Delegated Authority level of authority.

Hellaby has compliance escalation procedures for the reporting of any breach of the Hellaby Code of Conduct, legal obligation or any Hellaby policy. Hellaby also has financial compliance escalation procedures for the reporting of any breach of any accounting, internal control or auditing procedure.

If you become aware of a breach of the Hellaby Code of Conduct or any breach of a legal obligation or Hellaby policy, you are responsible for reporting it to your manager. If this is not appropriate in the circumstances, you should report the breach to:

• Your manager’s manager; or
• A Hellaby senior manager

Hellaby will stand behind any employee who, acting in good faith reports a breach, serious problem or wrongdoing. The identity of the person making the report will be kept confidential where possible – there may be situations however where the proper investigation of the matter inadvertently identifies the reporter or requires their identification.

Any person who knowingly makes a false report of a legal or policy breach may be subject to disciplinary action.

If you suspect that a breach of the Delegated Authority rules or limits has occurred you should advise your manager and the Delegated Authority holder who should have correctly approved the transaction as soon as possible.

The Code of Conduct is subject to annual review. If you have feedback about this Code of Conduct please contact the Hellaby Company Secretary.