Code of Business Conduct and Ethics

CSR has traded successfully for over 150 years. The Company continues to succeed because CSR has earned a solid reputation for integrity, which we are committed to maintaining. CSR will carry on business honestly and fairly, acting only in ways that reflect well on the Company in strict compliance with all laws and regulations.

This code of business conduct and ethics – which has the full endorsement of the CSR Board – sets out the way CSR conducts business.

The Code is an effective way to guide the behaviour of everyone in CSR – all employees including managers as well as the CSR Board – clearly stating the Company's firm commitment to behaving honestly and fairly.

Within two months of commencing employment with CSR or any of its subsidiaries, and thereafter on an annual basis, all employees are required to sign up to the principles of the CSR Code of Business Conduct and Ethics, including key relevant extracts of the policies, to show that they have understood and agree to comply with their obligations.

Values

The Code is grounded in CSR's fundamental values, which derive from our obligations to give proper regard to the interests of people and organisations that have a stake in CSR's activities, including:

Workplace Health, Safety Environment - we care for and protect each other, our business and our environment

Working Together – we respect and trust each other and achieve more by working together across CSR

Customers – we listen to our customers to understand and meet their needs

Innovation – we strive to develop new ideas and continuously improve the way we do business

Results – together we achieve positive and sustainable results for each other and our stakeholders

Such a set of principles as this Code cannot be comprehensive. If in doubt, CSR people should ask themselves:

  • do I believe the action I am taking is right – am I being fair and honest?
  • is the action legal? (If in doubt, do not do it.)
  • would I or CSR be embarrassed if my action was disclosed publicly?

If employees are not sure that a proposed action is appropriate, they should ask their manager, or CSR Legal or CSR Human Resources departments for guidance before acting.

By following the CSR Code of Business Conduct and Ethics, CSR people will ensure that our reputation for high ethical standards is protected.

 

Jeremy Sutcliffe

Chairman

CSR Limited

       Rob Sindel

       Managing Director

       CSR Limited​

 

Responsibilities of CSR People

Employee Responsibilities

It is the responsibility of all CSR employees to comply with this CSR Code of Business Conduct and Ethics both in detail and in spirit. Everyone must:

  • act with integrity – being honest, fair and trustworthy in all business dealings and relationships;
  • avoid conflicts between CSR's interests and personal interests;
  • protect CSR's business assets;
  • respect and abide by our obligations to fellow employees, shareholders, customers, suppliers, competitors and the communities in which CSR operates; and
  • act within the laws and regulations affecting business conduct.

It is the responsibility of all CSR people, including managers and other leaders, to ensure ethical conduct is recognised and valued throughout CSR.

CSR employees are required to acknowledge a certificate of compliance signifying that they have read this Code and have complied with it. This is currently done on a yearly basis.

We are committed to open and frank communication in CSR workplaces. No employee will be subject to retaliation by CSR for reporting in good faith a possible violation of this Code. More details are available in our Whistle Blowers Protection Policy and Discipline Policy.

If employees are in doubt about any action, they should contact their manager for approval or guidance.

Responsibility and Accountability of the CSR Board of Directors and Managers

The CSR Board is responsible for the contents of the Code and its continuous updating. The Managing Director and managers at all levels of CSR are responsible for ensuring that all employees are aware of, understand and follow this Code. Any significant deviation from the Code must be reported by management to the Board – with a report of action taken to correct the situation.

Consultants' Responsibilities

Individuals or organisations consulting for, or representing CSR, must comply with this code in the same way as company employees. CSR employees who engage consultants should ensure that they are provided with a copy of relevant CSR policies, including this Code.

Responsibility to Protect CSR's Business and to Use Company Resources Correctly

All CSR employees must use their best efforts to protect Company assets and other resources including plant, equipment and other valuable property including confidential information and intellectual property such as patents, trademarks and copyrighted material, from unauthorised use, loss, theft and misuse.

Managers are responsible for maintaining controls which:

  • prevent, detect and correct problems;
  • ensure that their business unit of CSR attains its business objectives; and
  • ensure compliance with laws, regulations and Company policies.

To ensure important information about CSR is distributed fairly and openly to the public, as required by law, outside requests for information shall be dealt with by authorised people only. Employees should refer requests from the media or investors or financial analysts to the General Manager Investor Relations.

The use of CSR time, material, or facilities for purposes not directly related to company business, or the removal or borrowing of Company property without permission is prohibited. Incidental personal use of such Company resources as computers, phones, faxes, copiers and internet access is permitted, but employees must ensure that CSR's interests are not harmed.

More information is available in CSR's CSR Credit Cards Policy, the Decision Rights (Limits of Authority) document, and CSR's  communication policies (covering use of technology).

Protecting Confidential Information

CSR employees are responsible to ensure that confidential information relating to customers, work colleagues and CSR operations and suppliers is properly protected. Such information cannot be disclosed to third parties, unless allowed or required under relevant laws or regulation – or agreed by the person or organisation whose information it is.

Responsibility to Individuals

CSR is committed to the fair and equal treatment of all its employees and abides by the employment laws of the countries in which it operates. Employees and candidates for employment shall be judged on the basis of their behaviour and qualifications to carry out their job without regard to race, gender, religion, sexual orientation, disability, age, marital status or political belief or any other aspect protected by law.

CSR does not tolerate discrimination, including sexual, physical or verbal harassment or other demeaning behaviour against any individual or group of people. CSR does not tolerate violence or threats of violence.

CSR's privacy policy is designed to protect privacy of personal information and other rights of individuals in accordance with law. The Company will only acquire personal information that is required to be effective in its business or is required by law.

More information is available in CSR's Fairness, Respect and Diversity Policy and Procedure as well as CSR's Privacy Policy and Privacy Statement.

Acting Responsibly on Workplace Health, Safety and the Environment

In CSR, we regard management of workplace health, safety and the environment (WHSE) as an integral and very important part of our business.

We believe that all injuries, occupational illnesses and environmental incidents can be prevented. Management is accountable for safety and environment performance, and all employees are expected to take personal responsibility and be involved in setting standards and improvement initiatives.

We have adopted a common approach across the Company to managing WHSE. This approach incorporates a Workplace Health, Safety & Environment (WHSE) policy, Company commitments, management system and reporting and auditing, which ensures that CSR and its people are properly discharging their responsibilities.

Employees are responsible for reporting safety hazards and work-related accidents and injuries.

There are strict WHSE protocols for contractors as well as for employees to ensure the safety and well being of all people on CSR sites.

As part of providing a safe and healthy workplace, CSR will not tolerate employees or anyone else taking illegal drugs on to our sites, nor employees carrying out Company business while impaired by drugs including alcohol. Smoking is not allowed on CSR sites.

More information is available at CSR's WHS Intranet site including CSR's WHS, Injury Management, Smoke Free Workplace and Fitness for Duty Policies.

Avoiding Conflicts of Interest

Employees must avoid any situations involving divided loyalty or a conflict between their personal interests and those of CSR. Employees faced with conflicting interest must report it to their manager.

In particular:

  • employees and any organisation in which they or their family have a significant interest must not compete with, or have business dealings with CSR;
  • employees must not work or consult for, or have any other key role in, an outside business organisation which has dealings with CSR or is a competitor of CSR;
  • employees must not use CSR's assets for any purpose other than for CSR's business purposes or interests;
  • employees must not make improper use of their employment with CSR, their position or role in the Company, or information obtained because of their position, to gain an advantage for themselves or anyone else, to CSR's detriment; and
  • employees must not buy or sell shares in CSR or any other companies at any time when they are aware of market sensitive information about the Company, which has not been disclosed to the Australian Securities Exchange.

More information is available on CSR's Decison Rights (Limits of Authority) Policy, CSR Credit Cards Policy, Continuous Disclosure Policy and Share Trading Policy.

Potential Takeovers, Acquisitions or other "Change of Control" Transactions involving CSR

Employees must be particularly careful to avoid conflicts of interest and the improper disclosure of confidential information in the case of an approach by a third party ("potential bidder") in relation to the proposed acquisition of the shares in, or any of the businesses of, CSR. Such an approach might be made informally (for example by enquiry or overture) and/or through an intermediary or advisor to the potential bidder.

The CSR Board must be informed of any approach (no matter what the form of the approach) and will establish protocols for CSR's response to the approach.

Any CSR employee who is approached (even informally) by or on behalf of a potential bidder must:

  • immediately notify his or her manager and CSR's Company Secretary of the approach, including the details of any inducement or incentive offered to that employee or any other CSR person;
  • cease communications with the potential bidder until communication protocols are established and then only if so authorised under those protocols;
  • not provide any corporate information to anyone without the express approval of the CSR Board or the Board's representative and then only on terms approved by the CSR Board; and
  • ensure that the approach is not discussed with customers, suppliers or other employees unless specifically authorised by the CSR Board and then only on terms approved by the CSR Board.

Gifts, Gratuities and Entertainment

We do not give nor take bribes, kickbacks or gratuities or any other payments for favourable treatment or as an inducement for doing business. However, the Company allows the acceptance of token gifts and entertainment provided they are appropriate to the intended business purpose and consistent with local business practice and laws.

Employees should not seek to gain special advantage for CSR or themselves through the use of business gifts, favours or entertainment, if it could create even the appearance of impropriety. Business entertainment should be modestly scaled and clearly for business purposes. Gifts and entertainment should not be offered to a customer or supplier whose organisation does not allow this.

Employees may accept or give gifts, favours, or entertainment only if they would not create embarrassment, and:

  • are a common courtesy associated with normal business relationships;
  • are minor in value (under $500) and cannot in any way be construed as a bribe, pay-off, or business inducement; and
  • do not commit any employee, CSR, or any other party to an obligation concerning business.

Any item in excess of $500 must not be accepted, or if that causes embarrassment, the item should be given to the Company for disposal.

If an employee has any doubts about an issue, they should discuss it immediately with their manager who will if necessary, refer it in writing to their General Manager.

Integrity in Financial Reporting

CSR is committed to providing accurate, timely and clearly understandable disclosures in reports on its results to shareholders, the Australian Stock Exchange, Australian Securities and Investments Commission and other regulators. We exercise the highest standard of care in preparing such reports.

All material financial information and disclosure must be accurately represented in the Company's accounts. No information may be concealed by employees from either CSR's internal or external auditors. No Director, officer or employee may take any action to influence, coerce, manipulate or mislead the Company's auditors in order to produce misleading financial statements.

CSR's Responsibilities to Shareholders and Others

CSR will strive to increase shareholder value and promote the interests of all stakeholders through:

  • effective operation of the Company, including preparing and implementing strategies, budgets, plans and policies;
  • identification and implementing opportunities for improving results;
  • clear and honest reporting of results;
  • effective management of business risk and safety, occupational health and environmental issues; and
  • protecting property and other assets, confidential information and intellectual property including patents, trademarks, brands and copyright material.

CSR will achieve these through:

  • employing appropriately qualified and motivated management and employees;
  • the CSR Board overseeing strategic plans and business proposals;
  • effective internal risk management controls and audit functions, overseen by the CSR Board and its committees.

Acting Responsibly with Customers, Suppliers, Competitors and Others

Employees dealing with customers, suppliers or competitors must fully comply with trade practices laws. If another employee or outside party suggests a breach of these laws this must be immediately reported to CSR Legal.

CSR's success depends on the continued support of our customers. We must act in partnership with our customers for our mutual long term benefit. We will compete for business openly and honestly. Employees must not misrepresent our products, services or prices and must not make false claims about those of our competitors.

CSR will be fair and honest in our dealing with suppliers. The Company's purchasing decisions must be based on such commercially competitive factors as quality, price, and consistent reliability and a supplier's level of service.

Responsibility to the Community

CSR is committed to being a responsible corporate citizen. We recognise our responsibility to deal effectively and appropriately with the communities in which we operate.

We are committed to protecting the environment in which we operate, minimising the impact of our activities on land, air and water. This is dealt with above in the section on Acting Responsibly on Workplace Health, Safety and the Environment.

Further information may be found on our website at www.csr.com.au and in CSR's Voluntary Community Service Policy.

Complying with the Law

CSR will only conduct business by lawful and ethical means, no matter how fierce the competition, or how high the stakes may seem to employees. Legal responsibilities change and employees at all levels must keep themselves informed and comply with all legal responsibilities.

In particular, depending on their individual responsibilities, CSR people must be familiar with trade practices, taxation, employment or occupational health, safety and environment laws and regulations as well as CSR trade practices policy and the policy and responsibilities for safety, health and the environment in CSR.

If employees do not understand their responsibilities and the Company's obligations, they must seek guidance from their manager or CSR Legal.

All CSR employees have an obligation to understand and work within these requirements. The Company will provide the training necessary.

CSR employees working in Company operations outside Australia must follow local legal requirements, including responsibilities for individual rights, safety, health, the environment and the community. Where these are less stringent than the standards prescribed by Australian law or international protocols, CSR employees should strive to follow relevant Australian standards. If employees do not understand their responsibilities and the Company's obligations, they must seek guidance from their manager or CSR Legal.

More details are available in the CSR Trade Practices Policy, the CSR WHSE Policy and the WHSE Policy Commitments.

Reporting Non-Compliance with this Code

Any CSR employee who becomes aware of a possible breach of this Code should report this to their manager, CSR's Company Secretary or a member of CSR's Corporate Governance and Disclosure Committee, or via the Confidential Line (details available on the CSR intranet site).

Such reports will be treated confidentially to the extent possible consistent with CSR's obligation to deal with the matter openly and according to applicable laws.

No employee will be subject to retaliation or disadvantage by reason of a bona fide report of possible non-compliance. More information is provided in CSR's Whistle Blowers Protection Policy.

Penalties for Breaches of the Code

Adherence to this Code and CSR's policies is a condition of employment at CSR. Breaches of the Code will be subject to disciplinary action including termination of employment, if appropriate.

Reviewed and updated: 30 March 2016