Corporate Governance - Bendigo and Adelaide Bank
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Corporate Governance

Code of Conduct

Overview

Bendigo and Adelaide Bank has always taken pride in its reputation for dealing with its stakeholders with integrity and respect. Our vision is to be Australia's leading customer connected bank.

This Code of Conduct, including our corporate values, captures the spirit of Bendigo and Adelaide Bank and provides a framework for all of us to use to guide our decisions, actions and behaviour.

The Code is for our protection. In general, by conducting ourselves in a manner consistent with the corporate values, we will be meeting the standards required by the Code. The Code provides greater depth to specific situations and interactions that we may be involved in during the course of our duties. It also provides procedures to address situations where it appears that there may be a breach of the Code.

Using this Code of Conduct requires you to exercise your judgment concerning ethical behaviour. If you are not sure about an issue, seek advice from your team leader or a member of People and Performance.

As a rule of thumb, if you are not sure whether an activity might be in breach of the Code, ask yourself the following question.
"Would I feel comfortable if what I'm about to do were reported on the front page of a national newspaper for all my work colleagues, friends and family to read?"

If you would not feel comfortable, then you should reconsider your action, and if you are not sure, discuss the matter with your team leader or people and performance.

References in this Code to Bendigo and Adelaide Bank are to Bendigo and Adelaide Bank Limited and references to the Group are to Bendigo and Adelaide Bank and its related bodies corporate.

Refer to the Reporting of Concerns Policy if you want to report a concern under the Code of Conduct or other policies and for information on the protection offered to you if you report a concern.

Code

Introduction

1 What is the Code and its purpose?
Our Code of Conduct is a statement of our corporate ethics and philosophy, and underpins our business decisions, actions and behaviour.

The Code provides clear guidelines to directors and staff, so that there is a common understanding of the values and expected standards of behaviour for all.

The objective of the Code is to make sure that high standards of corporate and individual behaviour are observed in conducting the business of Bendigo and Adelaide Bank and other companies in the Group, and to provide support for those behaviours. This will help enhance public confidence in Bendigo and Adelaide Bank and in the Group.

2 Who does the Code apply to?
Our Code of Conduct applies to all employees and directors of companies in the Bendigo and Adelaide Bank Group.

Commitment by Board and Management of the Code

3 There is high level support for the Code
The Code has been endorsed by the Executive Committee and the Managing Director and adopted by the Board of Bendigo and Adelaide Bank.

The Board and management are committed to the Group complying with the law and promoting a culture of fair and ethical behaviour.

What are the principles underlying our business and behaviours?

4 We have a distinctive banking style
We believe that by creating success for our customers, communities and partners, we build the success of the Group.
We aim to do each of the following.

  • Provide an exceptional customer experience.
  • Offer relevant solutions to meet customer needs.
  • Help our customers prosper.
  • Help to improve the prospects of communities in which we operate.

5 Our mission statement
We focus on building and improving the prospects of our customers, communities and partnerships in order to develop sustainable earnings and growth for our business, and thus provide increasing wealth for our shareholders.

6 Corporate values
Our corporate values reflect the culture in the Group and are set out below.

  • Teamwork
  • Integrity
  • Performance
  • Engagement
  • Leadership
  • Passion

7 Values-based behaviour
Our corporate values provide a framework that guides the way we interact with each other, our customers, partners, shareholders, suppliers and the community. The following are our values-based behaviours.

Teamwork

  • We are one team with one vision. We work together, encourage diversity and respect the unique contribution of each individual.

Integrity

  • We build a culture of trust. We are open, honest and fair.

Performance

  • We strive for sustainable success. We seek and provide feedback and find a better way.

Engagement

  • We listen, understand - then deliver. We build our success through the success of others.

Leadership

  • We all lead by example. We show initiative, are accountable and empower others.

Passion

  • We believe in what we do and are proud of our bank.

8 Building sustainable communities
Our engagement with communities is central to our strategy and stands our bank apart.
The success of our business will grow in line with the increasing prosperity of the communities we serve. Committing to help improve the economic and social fabric of our communities is therefore good business.

We are willing and able to extend our support beyond the provision of banking services. We seek engagement with community leaders, to understand their aspirations and goals and to ally our commercial skills with local community spirit to promote better outcomes for all parties.

We are willing to challenge orthodoxy and to create collaborative solutions that give both partners the best chance of sustainable success.

9 Commitment to environment
Bendigo and Adelaide Bank is committed to making a positive contribution to the communities in which it operates.
Our planet is made up of many such communities. For that reason acting in the best interests of the environment just makes sense.

Therefore:

  • We commit to actively identify opportunities to reduce our environmental footprint.
  • We will assist our staff, customers, partners, shareholders and communities to reduce their environmental footprint.
  • We consider the environment in all relevant business decisions.
  • We commit to measure and report our progress as we act to achieve these goals.
  • Working together we can all make a difference.

We focus on our responsibilities to our shareholders and the financial community

10 Risk management
The identification and management of risk is critical to our success. We manage risk across the Group through an integrated framework of committees (including risk, credit and audit), policies and controls and through a system of delegations.

11 Audit process
Audit is vital to providing assurance on the integrity of the Group's financial statements and operations. It comprises of External Audit and Group Assurance (internal audit and credit risk review) who report through to the Board Audit Committee.

12 Disclosure
We make sure that our shareholders and the broader investment market are kept informed about our activities. We do so in a way that complies with the continuous disclosure requirements of the Australian Stock Exchange.

We value our staff and aim to be an employer of choice

13 Occupational health and safety
We are committed to providing a safe workplace and to making sure that none of our business decisions compromise our commitment to health and safety.

14 Equal employment opportunity
We are committed to the principles of equity in employment and are sensitive to the diverse needs of their employees in all policies and practices. Our aim is to maintain a working environment free from discrimination and harassment and we respect the right of all employees to work in an environment where they are treated fairly.

15 Training and further education support
We recognise the importance of maintaining and improving our skills. Support is available to enable us to maintain and improve on our individual and team performances, including internal training and development and financial assistance for external training.

16 Employee assistance program
We provide a confidential counselling service to assist staff with both work-related and family-related difficulties.

We put the interests of the Group first

17 Conflicts of interest
A conflict of interest occurs when we have an interest outside the Group (whether private or otherwise) that could prejudice or improperly influence our judgment or the performance of our professional duties and obligations. We recognise that our primary business responsibility is to the Group.

If a conflict of interest arises or may arise, this is to be disclosed by an employee to the line manager, so that it can be dealt with appropriately. Depending on the nature and extent of the conflict, the measures taken to protect against a conflict of interest may include that the employee does not participate in the relevant decision or activity, or disclosing the conflict to third parties affected by it and making sure that the employee is not the sole decision-maker on the matter.

Example: You or a family member has an interest in a company with whom you are to negotiate a contract on behalf of Bendigo and Adelaide Bank for the provision of services. Your interest needs to be disclosed to your line manager in advance, to enable your line manager to make other arrangements for the negotiation.

18 Staff trading policy
We do not trade in Bendigo and Adelaide Bank securities if we have unpublished price sensitive information. All employees and directors are required to comply with the Staff Trading Policy available from the intranet site.

19 Improper use of position, information, assets
We do not use our position, nor information acquired by virtue of our position, to obtain an advantage for ourselves or someone else or to cause detriment to Bendigo and Adelaide Bank or any company in the Group.

We do not misuse company assets. We use all company goods, services and facilities provided by the Group (for example, buildings, property, computers, computer systems and data, telephones, office equipment, corporate credit cards and motor vehicles) in accordance with the terms on which they are provided.

20 Gifts and hospitality
We may only accept and give token gifts and modest hospitality and professional courtesies. We must not accept or give a gift or courtesy that could either lead to, or be seen to lead to, a conflict of interest such that our judgment is prejudiced or improperly influenced.

Example: You are managing a tender process and a gift accompanies the tender from one of the parties. You should return the gift, as to accept it may be seen as improperly influencing your decision on the tender.

21 Bribes
We do not offer or accept bribes.

22 Drug and alcohol usage
We all want to work in a safe, healthy and productive workplace. Therefore, we do not misuse prescription drugs, or use or possess illicit drugs. We do not consume alcohol where it affects work performance, public relations, safety or where it breaches the law.

A confidential counselling support service is available (see 1.16 above).

23 Confidentiality and privacy
As a director or employee, we each owe an obligation of confidentiality to the company. This obligation covers information about any company in the Group and its customers, coming to our knowledge in the performance of our duties as an employee or director. This information may not be used or disclosed except in performing our duties or as required by law.

In particular, we are committed to safeguarding our customers' and employees' privacy by making sure that personal information is protected.

24 Compliance with laws and policies
Each employee and director is required to comply with laws and with the policies of the Group, including this Code of Conduct.
Any member of staff who breaches this obligation may face disciplinary action, including termination of employment. In the case of a breach of the law, there may be legal consequences for the employee or director.

Each director and officer is to promote compliance with laws and with the policies of the Group.

25 Reputation of the Group
No employee or director may do anything that is likely to adversely affect the reputation or interests of Bendigo and Adelaide Bank or any other company in the Group.