CSR has traded successfully for over 165 years. CSR continues to succeed because it 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 CSR in strict compliance with all laws and regulations.
This Code of Business Conduct and Ethics (the Code) – which has the full endorsement of the CSR Board – sets out the way CSR conducts business and how CSR expects its representatives to behave in the workplace.
The Code is an effective way to guide the behaviour of everyone in CSR by clearly stating CSR’s firm commitment to behaving honestly and fairly. The Code applies to all CSR people, including all employees, Board members, consultants, contractors and suppliers (CSR people).
Within two months of commencing employment with CSR or any of its subsidiaries, and thereafter on an annual basis, all employees and Board members are required to sign up to the principles of the Code, including key relevant extracts of the policies, to show that they have understood and agree to comply with their obligations.
The Code is grounded in CSR’s fundamental behaviours, which aligns CSR’s culture with its purpose to ‘Build Solutions for a Better Future’.
CSR’s key expected behaviours are summarised below:
Workplace health and safety is our first and overriding priority for all of our people. In support of this, our guiding principle is to “Never walk past” a safety hazard or risk.
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, honest and respectful?
- Is the action legal? (If in doubt, do not do it.)
- Would I or CSR be embarrassed if my action was disclosed publicly?
If CSR people 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 Code, CSR people will ensure that our reputation for high ethical standards is protected.
|John Gillam||Julie Coates|
It is the responsibility of all CSR employees to comply with this Code:
- 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 to ensure ethical conduct is recognised and valued throughout CSR.
CSR employees are required to acknowledge an electronic 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. CSR people will not be subject to retaliation by CSR for reporting, on reasonable grounds, a possible violation of this Code. All CSR people are encouraged to speak up about any dishonest, unlawful, unethical, or inappropriate behaviour. More details regarding the reporting of possible Code breaches (including links to CSR’s incident reporting policies) are available at CSR’s Speak Up @ CSR incident reporting page.
If in doubt about any action, employees should contact their manager or Human Resources.
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 CSR people 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' and Contractors' Responsibilities
Individuals or organisations consulting for, or representing CSR, must comply with this Code in the same way as CSR employees. CSR employees who engage consultants should ensure that they are provided with a copy of relevant CSR policies, including this Code, and where possible include compliance with the Code as a contractual obligation.
Responsibility to Protect CSR's Business and to Use Company Resources Correctly
All CSR people must use their best efforts to protect CSR 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 CSR 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. CSR people should refer requests from the media, 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 CSR property without permission is prohibited. Incidental personal use of CSR resources such as computers, phones, copiers and internet access is permitted, but employees must ensure that CSR’s interests are not harmed.
More information is available in CSR’s Credit Cards Policy, the Decision Rights (Limits of Authority) document and CSR’s communication policies (covering use of technology).
Using Social Media Responsibly
All CSR people are expected to use social media responsibly, respectfully and safely. CSR people are representatives of our business and it is important to remember that content shared on social media can exist indefinitely and be seen by a much larger audience than intended.
More information is available in CSR’s Acceptable Use Policy.
Protecting Confidential Information
CSR people are responsible to ensure that confidential information relating to customers, work colleagues and CSR operations and suppliers is properly protected. Such information cannot be shared, including via any form of social media (eg LinkedIn), 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 people and abides by the employment laws of the countries in which it operates. CSR people and candidates for employment shall be judged on the basis of their ability, 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 attributes protected by law.
CSR does not tolerate unlawful discrimination or harassment, 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.
Acting Responsibly on Workplace Health, Safety and the Environment
At 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 CSR people are expected to take personal responsibility, role model and be involved in setting standards and improvement initiatives.
We adopt a common approach to managing WHSE across CSR. 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.
All CSR people are responsible for reporting safety and environmental hazards and work-related incidents and injuries.
WHSE Standards are to be adhered to by contractors as well as 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 undertaking illegal activities onsite, including taking drugs onto our sites, nor employees (or anyone else) carrying out CSR business while impaired by drugs including alcohol. CSR actively discourages smoking by its workers, contractors and visitors. Smoking is not permitted on and in CSR sites and buildings, however where it is not practical for workers to leave a CSR site to smoke during a permitted work break, designated external smoking areas may be established onsite.
More information is available at CSR’s WHS Intranet site including CSR’s WHS, Injury Management, Smoke Free Workplace and Fitness for Duty Policies.
Protecting and Sustaining the Environment
CSR is committed to protecting the environment in which we operate by working towards minimising the impact of our activities on it. With reference to the United Nations Sustainable Development Goals, CSR has set specific targets including reducing greenhouse gas emissions and waste production and the consumption of energy and water used in production.
The CSR Board, through the Safety & Sustainability Committee, is ultimately accountable for ensuring CSR’s compliance with CSR’s sustainability policies and environmental law and regulations. However, all CSR people are expected to take personal responsibility by considering their actions, helping to implement sustainability standards and reporting environmental incidents to managers.
More information is provided in CSR’s annual Sustainability Report.
Avoiding Conflicts of Interest
CSR people must avoid any situations involving divided loyalty or a conflict between their personal interests and those of CSR. CSR employees faced with an actual or potential conflict of interest must discuss it with their HR or BU Finance manager.
- 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 CSR, or information obtained, to gain an advantage for themselves or anyone else;
- employees must not allow themselves to be in a position where they are working closely with family members, or people with whom they have a close personal relationship.This includes a reporting line (direct or indirect) or being involved in checking or validating the work of either a relative or person with whom they have a close personal relationship; and
- employees must not buy or sell shares in CSR Limited or any other companies at any time when they are aware of market sensitive information about CSR, which has not been disclosed to the Australian Securities Exchange.
Potential Takeovers, Acquisitions or other "Change of Control" Transactions involving CSR
CSR people 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 (or the Board’s representatives) and then only on terms approved by the CSR Board.
Gifts, Gratuities and Entertainment
CSR employees do not give nor take bribes, kickbacks or gratuities or any other payments for favourable treatment or as an inducement for doing business. However, CSR 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.
CSR people should not seek to gain special advantage for CSR or themselves or family members 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 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 $250) 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 $250 must not be accepted without prior approval from the business unit Executive General Manager or business unit General Manager Finance or, if that causes embarrassment, the item should be given to CSR.
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 Executive General Manager.
CSR is committed to only participating in political activities in an ethical and legal way. CSR does not make any political donations to any political party, politician or candidate in any country. However, it is important that CSR is able to express its views to government. This means that CSR may, if appropriate, pay a fee to attend events, such as conferences, organised by political parties. CSR’s businesses are often involved in a degree of interaction with all levels of government. CSR assists all sides of politics in the development of policy in fields where CSR has specific expertise.
CSR respects the rights of its people to participate in the political process, but CSR people must avoid any actual or potential conflicts of interest or situations that could damage CSR’s reputation. We ask that CSR people do not engage in actions that could cause someone to believe that their actions reflect the views or position of CSR.
Integrity in Financial Reporting
CSR is committed to providing accurate, timely and clearly understandable disclosures in reports on its results to shareholders, the Australian Securities 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 CSR’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 external 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, workplace 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; and
- effective internal risk management controls and audit functions, overseen by the CSR Board and its committees.
Acting Responsibly with Customers, Suppliers, Competitors and Others
CSR people 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. CSR people 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 as set out in CSR’s Supplier Code of Conduct. CSR’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 interacting and building relationships with a number of local community organisations in line with our commitment to operate in a sustainable manner. All CSR employees are encouraged to assist in the community and participate in our volunteer programs.
Further information may be found on our website at Sustainability and Community and in CSR’s Voluntary Community Service Policy.
Respecting Human Rights
CSR is committed to upholding human rights. While our business operations and supply chains are complex, we are committed to identifying any potential or actual adverse impacts of our operations on the human rights of others. Where appropriate we implement prevention, mitigation and remediation processes.
All CSR employees are expected to uphold the human rights of others. CSR also expects its suppliers to act in accordance with similar standards as outlined in CSR’s Supplier Code of Conduct.
More information is provided in CSR’s Modern Slavery Statement.
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 employees must be familiar with trade practices, taxation, employment or workplace 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 CSR’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. CSR will provide the training necessary.
CSR people 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 people should strive to follow relevant Australian standards. If employees do not understand their responsibilities and CSR’s obligations, they must seek guidance from their manager or CSR Legal.
Reporting Incidents and Non-Compliance with this Code
CSR is committed to conducting business honestly and with integrity, and takes the expected behaviours and responsibilities outlined under this Code very seriously. All CSR people are encouraged to speak up about any dishonest, unlawful, unethical or inappropriate behavior. Any CSR people who become aware of a possible breach of this Code should report this to their manager, HR representative, General Manager of their business unit, CSR Legal, or via CSR’s confidential hotline.
Further details on CSR’s incident reporting policies, including reporting methods, are available on the Speak Up @ CSR incident reporting page.
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. To ensure our expected behaviours and culture are upheld, the CSR Board will be informed of particularly serious, or material incidents reported under our incident reporting policies.
In accordance with Australian and New Zealand laws, protections are available to CSR people who make protected disclosures as set out in CSR’s Whistleblower Policies. CSR people will not be subject to retaliation or disadvantage by reason of a bona fide report of possible non-compliance.
Further details on CSR’s Whistleblower Policies are available on our website at Whistleblower 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 in accordance with CSR’s Discipline Policy. In addition, criminal and civil consequences for individuals may arise for serious breaches.
Further information is provided in CSR’s Discipline Policy.
Reviewed & updated: June 2023
Next review date: June 2024