Code of Conduct

Philosophy

The Board will operate in a manner that promotes ethical and responsible decision making by all Directors and employees.

Procedures and Guidelines

The Board has adopted a Code of Conduct for Directors to promote ethical and responsible decision making by the Directors. The code is based on a code of conduct for Directors prepared by the Australian Institute of Company Directors.

The principles of the code are:

• A Director must act honestly, in good faith and in the best interests of Salinas as a whole.
• A Director has a duty to use due care and diligence in fulfilling the functions of office and exercising the powers attached to that office.
• A Director must use the powers of office for a proper purpose, in the best interests of the Company as a whole.
• A Director must recognise that the primary responsibility is to Salinas’s shareholders as a whole but should, where appropriate, have regard for the interest of all stakeholders of the Group.
• A Director must not make improper use of information acquired as a Director.
• A Director must not take improper advantage of the position of Director.
• A Director must not allow personal interests, or the interests of any associated person, to conflict with the interests of the Company.
• 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 as a Board.
• Confidential information received by a Director in the course of the exercise of directorial duties remains the property of the Company and it is improper to disclose it, or allow it to be disclosed, unless that disclosure has been authorised by the Company, or the person from whom the information is provided, or is required by law.
• A Director should not engage in conduct likely to bring discredit upon the Company.
• 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 the Code.