This Code of Conduct is subservient to the Charter, the Constitution and the Corporations Act 2001, to the extent of any inconsistency.
Director’s duties are predominantly derived from legislation. The Principles with which Directors must comply are:
1. A Director must act honestly, in good faith and in the best interest of CAMS ('the Organisation') as a whole.
2. Director has a duty to use due care and diligence in fulfilling the functions of office and exercising the powers attached to that office.
3. A Director must use the powers of office for a proper purpose, that being in the best interests of the Organisation as a whole.
4. A Director must recognise that their primary responsibility is to the Organisation as a whole but should, where appropriate, have regard for the interests of all stakeholders of the Organisation.
5. A Director must not make improper use of information acquired as a Director.
6. A Director must not take improper advantage of the position of Director.
7. A Director must not allow personal interests, or the interests of any associated person, to conflict with the interests of the Organisation.
8. A Director has an obligation to be independent in judgment and actions and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board.
9. Confidential information received by a Director in the course of the exercise of Directorial duties remains the property of the Organisation and it is improper to disclose it, or allow it to be disclosed, unless that disclosure has been authorised by the Organisation, or the person from whom the information is provided, or is required by law, even after the Directors ceases to be a Director or officer of the Organisation (see also Guideline 24).
10. A Director must not engage in conduct likely to bring discredit upon the Organisation.
11. A Director has an obligation, at all times, to comply with the spirit, as well as the letter of the law and with the principles of this Code.
GUIDELINES FOR THE INTERPRETATION OF PRINCIPLES
The following guidelines are intended to assist Directors in complying with the core principles of the Code. They are not meant to be exhaustive and may be added to over time to address issues of importance as they arise.
DUTIES TO THE ORGANISATION
1. Each Director should endeavour to ensure that the functions of the Board have been specified clearly, are properly understood and are competently discharged in the best interests of the Organisation.
2. A Director’s obligations are to the Organisation and the Board which are greater and take precedence over his obligations to the State Council which elected him.
3. It is imperative that no Director acts in such a way that may compromise a fellow Director’s ability to meet their responsibilities.
4. A Director should endeavour to ensure that the management of the Organisation is competent and is devoting its best endeavours in the interests of the Organisation.
5. In evaluating the interests of the Organisation, a Director should take into account the interests of the members and other stakeholders.
DUTIES TO MEMBERS
6. Each Director should endeavour to ensure that the Organisation is financially viable, properly managed and constantly improved so as to protect and enhance the interests of the members and stakeholders.
7. A Director should seek to ensure that all members are treated fairly.
8. A Director should consider whether any benefit to be received by the Director or associated person is of sufficient magnitude that the approval of Members should be sought, even though not required by law.
9. A Director who is elected to a Board by a State Council, should recognise the particular sensitivity of the position. Fiduciary duty requires the Director to make a contribution in the interests of the Organisation and the Members as a whole and not only in the interest of the nominators. A Director so elected is not a representative of the respective State Council.
10. Where obligations to other people or bodies preclude an independent position on an issue the Director should disclose the position and consider whether to be absent or refrain from participating in the Board's consideration of the issue (see also Guideline 20). Before taking the decision to be absent, a Director should consider whether that absence would deprive the Board of essential background or experience. The matter should be disclosed and resolved by the rest of the Board.
DUTIES TO OTHER STAKEHOLDERS
11. CAMS and its Directors must comply with the legal framework governing their operations and must be conscious of the impact of their business on society. Without limiting in any way the nature of the issues with which the Director must be concerned in the running of the business, particular attention should be paid to the environment, questions of occupational health and safety, industrial relations, equal opportunities for employees, the impact of competition and consumer protection rules, and other legislative initiatives that may arise from time to time. Although the Director owes a primary duty to members of the Organisation as a whole, the responsibilities imposed on companies and the Director under various acts of parliament clearly demand that the Director evaluate actions in a broader social context.
12. A Director should attend all Board meetings but where attendance at meetings is not possible appropriate steps should be taken to obtain leave of absence.
13. A Director must acquire knowledge about the business of the Organisation, the statutory and regulatory requirements affecting Directors in the discharge of their duties to the Organisation, and be aware of the physical, political and social environment in which it operates.
14. In order to be fully effective, a Director should insist upon access to all relevant information to be considered by the Board. This information should be made available in sufficient time to allow proper consideration of all relevant issues. In the extreme circumstances where information is not provided the Director should make an appropriate protest about the failure on the part of the Organisation to provide the information and if necessary abstain from voting on the particular matter on the basis that there has not been the time necessary to consider the matter properly. Any abstention and the reasons for it should be included in the minutes. It may also be appropriate to vote against the motion or move for deferment until proper information is available.
15. A Director should endeavour to ensure that systems are established with the Organisation to provide the Board, on a regular and timely basis, with necessary data to enable them to make a reasoned judgment and so discharge their duties of care and diligence. An internal audit of systems supporting the Board should be conducted regularly.
16. A Director should endeavour to ensure that relations between the Board, the audit committee and the auditors are open, unimpeded and constructive. Similarly, the auditors should have direct and unimpeded access to the Director. A Director should be satisfied that the scope of the audit is adequate and that it is carried out thoroughly and with the full cooperation of management and the auditors.
17. A Director shall endeavour to ensure the Organisation complies with the law and strives for the highest standards of business and ethical conduct.
18. A Director from time to time may need expert advice (whether it be legal, financial or some other professional advice and whether it relates to fiduciary or other duties) in order to discharge duties properly. The Director should ensure, to the extent possible, that any advice obtained is independent of the Organisation. In that regard wherever necessary the services of advisers external to those advising the Organisation may need to be sought. In any case of doubt separate independent advice should always be sought by the Directors on matters that may impact on their position in the Organisation.
CONFLICTS OF INTEREST
19. A Director must not take improper advantage of the position as Director to gain, directly or indirectly, a personal advantage or an advantage for any associated person or, which might cause detriment to the Organisation.
20. The personal interests of a Director, and those of family, associated persons or a single State Council, must not be allowed to prevail over those of the Organisation.
21. A Director should seek to avoid conflicts of interest wherever possible. Full disclosure of the conflict, or potential conflict, must be made to the Board. In considering the issues, account should be taken of the significance of the potential conflict for the Organisation and the possible consequences if it is not handled properly. Where a conflict does arise, a Director must consider whether to refrain from participating in the debate and/or voting on the matter, whether to be absent from discussion of the matter, whether to arrange that the relevant Board papers are not sent, or, in an extreme case, whether to resign from the Board. Where a Director chooses to be absent from the meeting, consideration should be given as to whether expertise that would be contributed by the Director is otherwise available. In the case of a continuing material conflict of interest a Director should give careful consideration to resigning from the Board and consider the provisions of Guideline 25.
22. Save for nominal gifts or entertainment a Director shall not accept any gifts or entertainment provided by a third party which have been or which may be perceived to have been offered or received due to that Director’s position as a Director. In the event a Director is unsure as to whether a gift may be accepted the Director shall seek the advice of the Board prior to acceptance.
USE AND CONFIDENTIALITY OF INFORMATION
23. A Director must not make improper use of information acquired by virtue of the position as a Director. This prohibition applies irrespective of whether the Director would gain directly or indirectly a personal advantage or an advantage for any associated person or might cause detriment to the Organisation.
24. A Director will consider all information which is commercially sensitive, of value to the Organisation in the sense that disclosure may cause damage to the Organisation’s reputation or position, or plans which the Organisation may not want revealed to other parties as Confidential Information.
25. Nothing in this Code of Conduct prevents a Director from informing the Members of the major decisions which the Board has made and reporting on the reasons for those decisions, making disclosures required by law or regulation, and making disclosures authorised by the Board.
26. A Director must uphold his duties, including but not limited to the duty of Confidentiality despite any pressures placed upon him by others.
27. A Director who takes the serious step of resignation on a point of principle should consider whether the reasons for resignation should be disclosed to Members. In deciding whether or not to make public the reasons for resigning and composing any resignation statement, a Director should have regard to the following:
a) The duty not to disclose confidential information so as to damage the Organisation
b) The duty to act bona fide in the interests of the Organisation.
28. An executive Director should recognise that the position occupied is particularly sensitive. A Director must be prepared, if necessary, to express disagreement with colleagues. However, in the absence of a need to express disagreement, a Director should be prepared to implement the decisions and instructions of the Board as a loyal member of the Board.
29. If there is any doubt about whether a proposed course of action is consistent with a Director's fiduciary duties then the course of action should not be supported. Independent advice should be sought as soon as possible to clarify the issue.
30. When a Director feels so strongly as to be unable to acquiesce in a decision of the Board, some or all, of the following steps should be considered:
a) Making the extent of the dissent and its possible consequences clear to the Board as a means of seeking to influence the decisions.
b) Asking for additional legal, accounting or other professional advice.
c) Asking that the decision be postponed to the next meeting to allow time for further consideration and informal discussion.
d) Tabling a statement of dissent and asking that it be minuted.
e) Writing to the President, or all members of the Board, and asking that the letter be filed in the minutes.
f) If necessary, resign, and consider advising the appropriate regulator.
31. 'Opinion shopping' and the search for loopholes in the law is unacceptable.