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Standards of

Business Conduct

Downer EDI Limited


ACN 003 872 848
Contents

Message from the CEO........................................................................................................... 1

1 The Downer journey..........................................................................................................2

2 Downer’s values................................................................................................................3

3 Introduction.......................................................................................................................4
Standards of Business Conduct................................................................................ 4
Who must comply with our Standards of Business Conduct?.............................. 5
What about our other policies?............................................................................... 5
Management commitment..................................................................................... 6
Personal accountability............................................................................................. 6
Raising a concern...................................................................................................... 6
Breaching the Standards of Business Conduct.......................................................7
Publication...................................................................................................................7
Questions......................................................................................................................7

4 Our people........................................................................................................................8
Respect and dignity................................................................................................... 8
Zero Harm – health and safety..................................................................................9
Inclusion and diversity.................................................................................................9
Human rights............................................................................................................. 10
Alcohol and drugs.................................................................................................... 10
Personal information and privacy..........................................................................11
Protecting our people............................................................................................. 12

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5 Our clients and stakeholders........................................................................................13
Our suppliers and contractors................................................................................ 13
Our partners.............................................................................................................. 13
Zero Harm – community.......................................................................................... 14
Working with government....................................................................................... 15
Trade practices......................................................................................................... 16

6 Our business....................................................................................................................17
The letter and spirit of the law.................................................................................17
Corporate governance...........................................................................................17
Securities trading.......................................................................................................19
Continuous disclosure...............................................................................................19
Conducting business internationally..................................................................... 20
Communication....................................................................................................... 20
Zero Harm – environment........................................................................................ 22
Zero Harm – sustainable development................................................................. 22
Fair competition....................................................................................................... 23
Our assets.................................................................................................................. 24
Conflicts of interest................................................................................................... 26
Contracts and agreements.................................................................................... 30
Retaining records and documents........................................................................ 30
Membership of professional and industry associations.......................................31

7 Our Voice.........................................................................................................................32
Reporting concerns................................................................................................. 32
How do I make a report?........................................................................................ 32
Our Voice................................................................................................................... 33
What happens when I make a report?................................................................ 33

Glossary..................................................................................................................................34

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Message from the CEO

Downer’s origins date back over 160 years


in many parts of the business, and our strong
values withstand both the challenges of
time and location. We currently employ over
21,000 people in more than 20 countries.
Our people work on world-class resource, infrastructure and
energy projects, as well as maintaining and servicing critical
infrastructure we take for granted in our lives.

As a company, we rely on our team to deliver results for our clients and for each other.
This is why it is important that all of the decisions made by each and every person
at Downer every day must be based on our organisational values – courage,
collaboration, excellence and integrity.
We expect that each person who works with us is committed to being ethical,
truthful and reliable.
Our people are committed to doing what is right.
This document, the Standards of Business Conduct, outlines the behaviours we
expect from our people. These standards also provide guidance for those
“grey areas” where you may be unsure what course of action is right.
Downer’s reputation is built upon the individual reputations of all of our people.
Every one of us plays an important part in ensuring that Downer continues to
conduct its business with integrity.
I ask you to read our Standards of Business Conduct and reflect on its messages.
With your commitment to making Downer a great organisation, we will ensure
that we maintain a future of which we can all be proud.

Thank you.

Grant Fenn
Chief Executive Officer

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1 The Downer journey

The Downer name, history and experience The Downer values are a critical part
are deeply etched in the critical of who we are, as we strive to apply
infrastructure that has helped build collaboration, courage, excellence and
communities and nations across the Asia integrity to everything that we do. We
Pacific region for more than 100 years. are committed to ensuring we design,
construct and maintain the best solutions
With a workforce of more than 21,000
for our clients while keeping our focus
located across more than 20 countries,
equally on the safety of our people and
we have evolved to our current size and
sustainability of the communities we
market position through a journey of
work within.
organic growth and acquisition.
Downer is a company that is proud of
It is these origins and the fact that we
it’s heritage and, as employees we are
are designing, building, operating and
strengthened by the diversity within our
maintaining the critical infrastructure upon
portfolio of work. Most importantly, we are
which the world relies, that creates the
excited about what the future will bring
foundation for our success and shapes
for Downer and our stakeholders.
our culture today.

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2
Message
Downer’s
fromValues
the CEO

Our values are central to the way we do


business and they play a significant role in
our organisational success.
At Downer, we value people who…
* work in collaboration with others in
our organisation and take pride in the
achievements of the team;
* strive for improvement and innovation,
and have the courage to think and
actively contribute new initiatives that
benefit Downer overall;
* demonstrate integrity and responsibility
through honest, respectful and transparent
communication;
* strive for excellence in achieving their
goals through strong leadership and
commitment to the job at hand; and
* are responsible and accountable for the
care and protection of their peers, the
business, the communities in which we
operate, and the environment.

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1
3 The Downer journey
Introduction

Standards of Business Conduct

Our corporate reputation depends on Although we cannot adopt rules for


our people, which is why the Standards every situation in which our people work,
of Business Conduct sets out our the Standards of Business Conduct is
expectations about how we conduct here to help all of us understand what
our business. The Standards of Business Downer expects as minimum standards of
Conduct has been established to guide behaviour from all of our people all around
you when making decisions for Downer the world.
or on Downer’s behalf.
We want everyone to know that we
comply with the law and that we act
ethically and with integrity.

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Who must comply with our Standards of Business Conduct?

The expectations set out in the Standards Every employee has access to a copy
of Business Conduct apply to all of our of the Standards of Business Conduct.
people, including directors, employees Downer also holds regular training sessions
and contractors of Downer and its about the Standards of Business Conduct
subsidiary companies throughout the world. to ensure that you are aware of and
understand your obligations
The Standards of Business Conduct is
and responsibilities.
an important part of each person’s
employment with Downer and you are
expected to:
Although our Standards of
• read and familiarise yourself with the Business Conduct do not apply
Standards of Business Conduct directly to our suppliers and clients,
you should make them aware of the
• understand your obligations under the
Standards of Business Conduct and
Standards of Business Conduct; and the spirit which underlies them. Our
• always comply with the Standards of suppliers and clients are encouraged
to support you in applying our
Business Conduct.
Standards of Business Conduct.

What about our other policies?

Downer has a number of corporate


policies which describe how we conduct
our business so that we comply with our
legal, regulatory and other obligations.
All of our people are expected to
understand and comply with our policies,
and each of our people is responsible for
their own conduct.
We take breaches of our policies seriously,
and disciplinary action, including
termination for misconduct, may be taken
against any person who does not comply
with these policies.

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Management commitment

Downer’s CEO and MD is responsible to the Our executives and management team
Board for Downer’s culture, including the are responsible for:
way we conduct our business.
• supporting the CEO and MD in upholding
Our executives and management team Downer’s high standard of conduct; and
are committed to living the Downer values
• making sure that our people understand
and meeting the expectations set out in
and comply with the Standards of
the Standards of Business Conduct.
Business Conduct.

Personal accountability

All our people are personally responsible business or our reputation. You also have
for complying with the Standards of an obligation to report any actions or
Business Conduct. behaviour which does not meet Downer’s
values, the Standards of Business Conduct,
We all have an obligation to stop or
or which breaks the law.
prevent actions that could harm our
people, our clients, our communities, our

Raising a concern

Downer aims to create an environment Conduct, you can report the conduct
in which our people can raise concerns to your supervisor or manager, your local
about conduct which may be unethical, human resources team or using the
unlawful or in breach of the Standards of independent Our Voice service.
Business Conduct.
If you see or notice any conduct which
might be unethical or unlawful, or which
contravenes the Standards of Business

Our Voice is available 24 hours a day, 7 days a week, 365 days a year. Anyone can
call the Our Voice hotline to speak with trained specialists who can help you to make
a report about any actual or suspected misconduct.

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Breaching the Standards of Business Conduct

The Standards of Business Conduct Disciplinary action, including termination


summarises Downer’s policies and for misconduct, may be taken against
outlines how we expect our people to any person who does not comply with the
conduct themselves when working for or Downer values and the Standards
representing Downer. of Business Conduct.
We consider failure to comply with
Downer’s values and the Standards
of Business conduct a serious matter.

Publication

The Standards of Business Conduct and


other Downer policies are available from
your supervisor or manager. The most
up-to-date versions of these documents
are available on the Downer intranet.

Questions

If you have any questions about the • visit the Our Voice intranet page and
Standards of Business Conduct, you can: website (see section 10 for further
details); and
• speak with your supervisor or manager;
• contact the Company Secretariat team.
• speak with your local human
resources team;

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4 Our people

Respect and dignity

We believe in the fundamental dignity of


each person and we believe that each Several of my co-workers often
person deserves to be treated fairly and tell distasteful jokes about different
races and religions, but I am not
with courtesy and respect.
comfortable telling them that these
You have the right to work in a place jokes are offensive to me. Does
that is free from harassment, bullying or Downer allow this sort of behaviour?
intimidation, abuse, or any acts or threats
of violence. No. This behaviour is contrary to our
values and our policies, and it might
At Downer, we do not tolerate conduct also contravene the law. Since you
that demeans another person, are not comfortable talking to your
unreasonably interferes with another colleagues about this inappropriate
person’s work performance or creates an behaviour, raise your concerns with
intimidating, abusive, hostile or offensive your supervisor or your human
work environment. resources department. Remember,
you can always use the Our Voice
Behaviour that is not acceptable in any service to report unacceptable
circumstances includes discrimination, conduct, and you can make your
sexual harassment and bullying. report anonymously.

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Zero Harm – health and safety

Zero Harm is an integral part of how we identify and control hazards, protect our
do business at Downer. Because Zero Harm people from exposure to health and safety
is our aim and our priority, we have policies, risks and support the health and well-being
procedures and standards across all of of our people.
Downer’s businesses which set out
Each person working on a Downer site
our expectations.
must understand and follow site security
Our managers and supervisors are procedures, and must report any actual
responsible for implementing and or potential hazards. By doing this, we
maintaining these policies, procedures can ensure that we protect ourselves,
and standards. our workmates and our business.
We are committed to caring for and Please contact your local Zero Harm team
protecting our people and believe if you have any questions about health
that workplace injury and disease is and safety.
preventable. At Downer, we work to

Inclusion and diversity

Downer is committed to diversity and


Bill and Jan are project managers
providing equal opportunities for all our
and Rob is their manager. Rob
people. Our diversity makes us stronger
needs a project manager for a large
and we welcome different views from all project for the company. Even though
our people as these help us to improve the Jan has more experience, Rob asks
quality of our services. This variety of ideas Bill to act as project manager because
and views also strengthens our relationships someone needs to be on call at night
with our clients and other stakeholders. and on weekends. Rob says to Bill
“Jan can’t do this job because she
We aim to ensure equal treatment and has two kids.”
equal employment opportunities for all
our people, regardless of gender, race,
Has Rob acted properly?
ethnicity, religion, age, national origin or
ancestry, physical or mental disability or
Rob’s reasons appear to breach
sexual orientation.
Downer’s policies and values, as well as
Downer applies this policy to all of some anti-discrimination laws. Jan can
our people, potential employees and speak with her local human resources
applicants for Downer roles, as well as our department about Rob’s conduct.
clients, suppliers and other stakeholders.

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Human rights

Human rights are the basic standards of At Downer, we treat our people with
treatment to which everyone is entitled, fairness, respect and dignity and we follow
regardless of gender, race, nationality, practices that promote health and safety.
economic status or religion.
Our people must understand our
Downer is committed to supporting the commitment to upholding human rights
fundamental human rights of our people, and should ensure that they comply
as well as the people we work with all over with these commitments when they are
the world. performing work for Downer or when
representing Downer.

Alcohol and drugs

Downer has a zero tolerance approach You must not perform any work for Downer
to alcohol and illegal substances in the if you are under the influence of alcohol,
workplace and at any time our people illegal drugs or any substance that could
are performing any work for Downer. prevent you from performing your job
safely or effectively.
You must not possess or use alcohol or
illegal substances in the workplace and As a general rule, Downer’s workplaces are
must not distribute these substances at any smoke-free environments, and we expect
Downer worksite. Our contractors are also that our people comply with this policy.
expected to comply with this policy.

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Personal information and privacy

Downer is committed to complying with our purpose other than the purpose for which
legal obligations to ensure that personal it is collected, unless individual consent
information is protected, and we have has been obtained, or if the law requires
developed a Privacy Policy which sets out Downer to disclose or use this information.
how we collect, use, disclose, store and
Downer respects the privacy of our people,
dispose of personal information.
clients and stakeholders.
Downer will only collect, use and disclose
Where required, Downer may monitor or
personal information that is required to
audit the use of our information systems
meet our business requirements and as
and access electronic communications or
permitted by law. Downer will not use
information stored on these systems to the
or disclose personal information for any
extent permitted by law.

Always Never

• Ensure you comply with the • Provide personal information


Downer Privacy Policy when to anyone (including Downer
you collect, use, disclose or employees) unless you are
store personal information. specifically authorised to.

• Only collect, use and retain • Access personal information unless


personal information that is you are specifically authorised to
necessary for legitimate and you have a clear business
business activities. need for that information.

• Only use personal information • Use personal information to gain


for the purpose for which it a benefit for yourself or for
was collected unless you have another person.
consent to use that personal
information for other purposes.

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Protecting our people

When reporting misconduct, raising a


concern or assisting in an investigation, we Jerry and his supervisor, David,
travel together on business
expect you to act in good faith and with a
frequently. Each time they travel,
reasonable belief that any information you
David charges personal items to his
provide is true. company credit card. Jerry has seen
To ensure you are protected when you David do this many times and wants
make a report to the Our Voice service, to let someone know that David is
improperly using his company credit
we will not tolerate any type of retaliation
card, but he is afraid that this will affect
against any of our people who report
his job. What can Jerry do?
misconduct, raise a concern or assist in an
investigation.
David’s actions are fraudulent and
The Downer Business Integrity Policy they contravene Downer’s policies and
contains details about how Downer values. Because David is his supervisor,
protects our people. You can get a copy Jerry might not feel comfortable talking
of the Business Integrity Policy from your to David about his actions. Jerry can
supervisor or manager, as well as from the speak with his local human resources
team or call the Our Voice hotline to
Downer intranet.
report David’s actions. Jerry will be able
to speak with a trained operator and he
can report David’s actions anonymously.

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5 Our clients
Message fromand
thestakeholders
CEO

Our suppliers and contractors

At Downer, we treat our suppliers and We want our suppliers and contractors
contractors fairly, respectfully and honestly. to have the same values we share and
We expect that they will treat us in the to reflect our expectations when doing
same way. business with and for us.
You are expected to be professional Our contractors may use the Our Voice
and courteous when working with our service to report any inappropriate,
suppliers and contractors. You are required illegal or unethical behaviour. They can
to comply with obligations under any also report behaviour which breaches
arrangements Downer has with its suppliers any agreement or arrangement they
and contractors, as well as with relevant have with Downer.
policies and procedures.

Our partners

As a global company, Downer enters


into joint venture arrangements with
other companies based in countries of
diverse cultural, social, and economic
circumstances. This is why we strive to
work with joint venture partners who share
our values and who are committed to
doing business in a responsible and
ethical manner.

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Zero Harm – community

At Downer, we understand the value of


strong and enduring relationships with the Waste World’ Education Program
communities in which we operate and we
Our people in the New Zealand Mt
are committed to engaging with these
Cooee Landfill department have
important stakeholders. developed an education program that
We aim to provide appropriate and engages local school children about
tangible social benefits, while ensuring that the ‘waste world’.
all community initiatives are aligned with The program has now been operating
our values. for two years and involves visits to the
school to present information about
We are committed to open, two-way waste streams, the life cycle of waste,
communication with local stakeholders waste collection and reduction in
and we support the development and the local community. As part of the
sustainability of robust regional economies program, schoolchildren visit the landfill
by creating jobs and, wherever practicable, and are encouraged to develop plans
commissioning the local supply of goods for how they could impact the landfill
and services. operations through their community’s
recycling initiatives.
As a global company, we are sensitive to
the cultural diversity of the locations in which There has been significant positive
feedback from the local community
we conduct our business.
which has led directly to increased
We expect all of our people to understand separation and correct disposal of
the laws and customs of the countries in waste. The New Zealand Ministry of
which you work, and to ensure that you Education has approached our people
carry out your responsibilities in a sensitive about extending this program into a
number of other local schools.
and respectful way.
The success of the program is reflected
in the satisfaction rating in a recent
survey conducted by the local council.
The community responded with a 98%
satisfaction rating of the Mt Cooee
Landfill operations. Mt Cooee Landfill
has also implemented other initiatives
including becoming a collection
agent for farmers’ chemical drums
that are dropped off at the landfill
and collected by a specialist recycling
company. The site was awarded the
internal ‘Green Ribbon’ award for their
outstanding efforts in early 2010.

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Working with government

As Downer has operations all around the As representatives of Downer, our people
world, our people will come in to contact are prohibited from making any political
with the governments in these locations. donations to political parties, politicians,
elected officials, election committees or
At Downer, we respect and cooperate
candidates for public office in any country.
with government agencies and authorities
Our people must also ensure that any
and we aim to have a positive and open
agents representing Downer do not make
relationship with them.
any political donations on behalf
Our people must forward all of Downer.
communications and requests for
information received by Downer from Political activities
government agencies and authorities to
the Company Secretariat team as soon Our people may participate in political
as they receive them. activities as individuals if they make it clear
that their participation is on a personal
basis and the activities are not being
Political donations
carried out on behalf of Downer.
Downer does not make contributions of
However, our people must not:
any kind to political parties, politicians,
elected officials, election committees or • carry out any individual political activities
candidates for public office in any country while they are at work; or
without prior approval from the Board.
• use Downer’s resources for any individual
Proposed political donations will not be
political activities.
approved unless they comply with relevant
laws, regulations and regulatory obligations
in Australia and in the jurisdiction in which
the contribution is proposed to be made.

While away on a business trip, Jenny was invited to attend a $500-a-plate fundraising
dinner hosted by a political party for the election campaign of one of its politicians.
When Jenny returned to the office, she included the cost of the dinner on her travel
expense report. Jenny’s manager would not approve the expense. Jenny asks: why
won’t my manager approve this dinner charge?

Downer will not cover this expense because Jenny did not get prior approval from the
Board. This means that Jenny must pay for the dinner herself. If Downer pays this expense
without the Board’s approval, it could appear that Downer was supporting the politician
because Jenny was attending the fundraising dinner as an employee of Downer.

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Trade practices

We respect the rights of our suppliers and


competitors and we act fairly toward them Rules for using trade information
in the marketplace. At Downer, we strive
• Respect the proprietary rights of
for competitive advantage through
others, including patents, copyrights
superior research, marketing, execution, and trademarks.
quality and service, never through
unethical or questionable business • Do not accept, disclose or use
information that was disclosed to
practices, and we do not engage in
you in breach of a confidentiality
unfair or illegal trade practices.
agreement.

• Do not disclose or use information


that could be proprietary or
confidential unless you have
received approval from your
local legal team or the Company
Secretariat team.

• Do not use unethical or illegal


methods to gather information about
other companies.

• Do not steal trade secret information


or persuade past or present
employees of other companies to
disclose trade secrets.

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6 Our business
Message from the CEO

The letter and spirit of the law

At Downer, we obey the letter and spirit with an internal legal advisor before any
of the law in every place where we do potentially illegal acts have taken place.
business. This applies to our people, our
Breaking the law is a serious matter, and
contractors, our suppliers and our agents.
disciplinary action, including termination
If you are concerned that any proposed for misconduct, may be taken against
work, or any work you are currently any person who carries out an action (or
undertaking may not be legal, or if you fails to carry out an action) which results in
have a concern about the legality of any breaking the law.
matter, you are responsible for consulting

Corporate governance

Downer’s corporate governance To assist the Board in carrying out its


framework provides the platform responsibilities, it has established a number
from which: of committees. Each committee has been
delegated certain specific responsibilities,
• the Board is accountable to shareholders
as set out in each committee’s charter.
for the operations, performance and
growth of the company; The committees assist the Board by carrying
out their specific responsibilities, reporting
• Downer management is accountable to
to the Board about their actions and
the Board;
decisions, and making recommendations
• Downer’s business risks are identified and to the Board about matters that are within
managed; and each committee’s scope of responsibilities.
• we effectively communicate with
our shareholders and the investment
community.

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Corporate policies The Audit Committee is also responsible
for making determinations about any
Downer has a number of corporate
questions arising from the Standards of
policies which help us to ensure we have a
Business Conduct, and for reviewing the
robust and effective system of corporate
Standards of Business Conduct on a
governance.
regular basis (but at least once every
All of our people are expected to two years) to ensure it is in line with
understand and comply with these policies. legislative and regulatory requirements
You must also ensure that any agents and leading practice.
representing Downer, and any associates
of Downer or any of our people, are aware Internal investigations
of and comply with our corporate policies.
Downer is sometimes required to conduct
investigations into its business, operations
Internal controls or the conduct of our people.
Downer has a system of internal controls
As an employee of Downer, you must:
and reporting mechanisms which are
designed to protect our assets and • cooperate fully with the investigation
operations. These processes also provide team throughout the course of an
management and the Board with investigation;
accurate and timely information about • disclose all relevant information in a
the business. complete and truthful manner; and
The Audit Committee and Downer’s • not discuss the investigation or any
internal and external auditors provide details relating to the investigation
independent oversight of Downer’s internal with any person (including other
control systems. Downer employees) except with
the investigation team.

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Securities trading

Downer is committed to preventing Our people must not engage in insider


the misuse (or perceived misuse) of trading of Downer’s securities or in the
price sensitive information by restricting securities of another listed entity.
certain securities dealings undertaken
by our people.
The Downer Securities Trading Policy has
been developed to ensure that:
• any permitted dealings in securities
carried out by our people comply
with legal and regulatory obligations
(including the prohibition against insider
trading); and
• Downer maintains market confidence in
the integrity of dealings in our securities.

Continuous disclosure

As a public company, Downer has Our people must immediately notify


disclosure obligations in Australia and New their disclosure officer or the Company
Zealand, and in the jurisdiction of any other Secretary if they have any information
securities exchange on which Downer’s that is, or that may be, price sensitive
securities are listed. information.
Downer is committed to providing timely, If any of our people are unsure about
full and accurate disclosure of information whether they have information which
to ensure we comply with our legal and Downer will be required to disclose, they
regulatory disclosure obligations. We have should immediately notify their disclosure
adopted our Disclosure Policy to assist officer or the Company Secretary.
us and our people to comply with these
obligations to ensure that:
• all investors have equal and timely What is “price sensitive information”?
access to material information about Price sensitive information means any
our company; and information about a company that a
reasonable person would expect to
• company announcements are factual
have a material effect on the price or
and presented in a clear and
value of the company’s securities.
balanced way.

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Conducting business internationally

Downer complies with all laws, regulations Council sanctions or Australian


and regulatory obligations in each place autonomous sanctions. We will
we do business. not conduct business with any countries
and organisations otherwise prohibited.
As a company listed on the Australian
Securities Exchange, and with a Our people must ensure that they
secondary listing on the New Zealand understand this policy, and that they
Stock Exchange, we will not conduct ensure any agents acting on behalf of
business with any country or organisation Downer understand and comply with
which is subject to any UN Security this policy.

Communication

Communicating with Our brand


shareholders and third parties Our brand is important to us and to our
Downer is committed to promoting clients, partners, the market and other
effective communication with our stakeholders. Our brand tells people
shareholders and the general investment who we are and reflects key information
community. Downer has developed about Downer.
a Communication Policy to assist us We are committed to ensuring that any
with this commitment and to ensure information which bears our brand is
our people understand their obligations appropriate and does not harm the
when communicating with third reputation of Downer in any way. The
parties, including investors, analysts Downer Brand Guidelines sets out how
and the media. our brand is to be used and how we
Downer’s Communication Policy has also communicate with our internal and
been developed to assist us to comply external stakeholders.
with legal and regulatory obligations You must not use Downer’s brand
when we communicate with third parties. or our legal trade marks unless you
Under the Communications Policy, only are authorised under the Brand
Downer’s authorised spokespeople are Guidelines to do so.
authorised to communicate with third If you see our brand being used
parties, including investors, analysts and inappropriately or in an unauthorised
the media. way, you should contact the
If a third party communicates with Corporate Affairs team immediately.
Downer employees or consultants, our
people must notify the Group Head of
Corporate Affairs, the Executive General
Manager Investor Relations or the
Company Secretary immediately.

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Communication continued

Electronic communication Social media communication


We use email and other forms of electronic Many of our people use social media in
communication every day to communicate their personal lives and may sometimes
with each other, our stakeholders and access it while they are at work. To ensure
third parties, and all information that you comply with your obligations as an
contained in any of Downer’s electronic employee of Downer, we have developed
communication systems, including all a Social Media Usage Policy.
communications and information created,
The Social Media Usage Policy prohibits our
received, saved or sent on Downer’s
people from publicly discussing any matters
systems, belongs to Downer.
relating to Downer, including new or
All our people must ensure that they existing projects, financial matters, tenders,
treat email and other forms of electronic acquisitions, Downer’s share price and
communication as official Downer any matters which may impact Downer’s
information and records. reputation or competitiveness.
Our people should also be aware that as You are responsible for any material you
soon as an electronic communication post or publish on any social media forum,
leaves Downer’s system, we cannot control including social networking websites, wikis
what happens to that communication or and blogs, which means you should not post
the information contained in it. or publish any information about Downer.
You are also prohibited from representing
All electronic communication which is
(or claiming to represent) Downer.
carried out on Downer’s communication
and electronic systems is subject to
monitoring, with or without notice and
regardless of whether our systems are
accessed in or out of the workplace or
whether the communications pass through
our server. Downer performs surveillance of
electronic communications, systems and
usage by our people periodically and on
a random basis.

I used a Downer computer to send a personal email to my girlfriend two weeks ago.
During our toolbox talk yesterday, my manager mentioned that our IT team had
performed a random check of our emails last week and that all of our team’s activities
complied with Downer’s IT usage policies. That’s great news for our team, but I’m
worried that someone has seen the email to my girlfriend. What can I do?

Downer regularly monitors emails and internet usage to ensure no one is breaching
our policies or breaking the law. This means that all of your emails, even personal emails,
can be checked and read. If you don’t want people to read personal messages,
send those messages from your own computer and your personal email address.

Standards of Business Conduct | Page 21


Zero harm – environment

Understanding and managing the impact procedures with which you are expected
of our business throughout the lifecycle of to comply where appropriate.
our products and services is fundamental
Many of our people also work on sites
to our long-term business success.
owned, controlled or operated by third
At Downer, we are committed to parties. In circumstances where we
developing robust environmental perform work on non-Downer sites, you
management systems and resource are expected to comply with Downer’s
efficiency programs that will sustain our policies as well as the policies and
natural environment for future generations. standards of the third party who owns,
We are also committed to lowering our controls or operates a site.
fuel and energy consumption in order to
further reduce our carbon footprint.
We have policies, procedures and
standards across all of Downer’s
businesses which set out our expectations
on environmental matters, and we expect
you to ensure any work you perform
complies with these.
In addition to our policies, our clients have
their own environmental policies and

Zero Harm – sustainable development

We strive to design, implement and our products and services, and have
manage projects that deliver a a positive influence on the local
positive impact on our social and communities in which we participate
natural environments. through our day-to-day operations.
Our goal is to reduce our ecological
footprint, increase the sustainability of

Standards of Business Conduct | Page 22


Fair competition

Many of the jurisdictions in which we Breaching these laws can have serious
conduct our business have laws to promote consequences for Downer and our people,
or protect free and fair competition (usually so you must ensure you understand the
called “competition” or “anti-trust” laws). obligations Downer has in each jurisdiction
in which we conduct our business, and
Under these laws, it is usually illegal to
must comply with all of our legal obligations
make an agreement with another person
under these laws.
(including competitors) to fix or control prices,
market share and distribution practices Our people understand that even the
(among other things). It is also illegal to perception of a breach of these laws will
make an agreement with a competitor to have a serious impact on the reputation of
boycott suppliers or to deal with only specific Downer and each of our people.
customers or markets.
If you think the conduct of any of our people,
You must not engage or be involved in any agents, stakeholders or any third party could
conduct that breaches competition or result in a breach of these laws, please
anti-trust laws. speak with your manager, or contact your
local legal team or the Company Secretary.

Always Never

• Check with your manager or • Make an agreement with any


your local legal team before competitor about fixing or controlling
you enter into an agreement prices or market share.
with a competitor.
• Offer any information about
• Make sure all of Downer’s Downer’s pricing or any other terms
contracts contain obligations of trade to any person unless the
to comply with competition information is publicly available.
and anti-trust laws.
• Discuss Downer’s confidential
• Avoid any action or conduct information with anyone, including
which could be perceived to your contacts in the industry or at
be anti-competitive. trade or association events.

Standards of Business Conduct | Page 23


Our assets

Confidential information
Always
As a listed company with operations
around the world, information about and • Lock documents containing
relating to Downer and its operations confidential information and other
that has not been formally disclosed to confidential material in a secure
area (for example, a filing cabinet
the market is commercially sensitive and
or secure storage room) when you
confidential. Some information is also price
go to lunch or leave your desk for
sensitive information. any extended time.
Confidential information includes financial • Keep personal and employee
information, internal correspondence and information in a secure place or
correspondence with clients, suppliers, system, including personal and
regulators and other stakeholders, employee information saved
operating methods, potential tender/ on electronic devices such as
contract wins, marketing plans, research computers and mobile phones.
results, employee data, information about • Make sure you receive a signed
relationships with suppliers and other confidentiality agreement from
stakeholders and legal information. any prospective suppliers and
clients before providing them
Information will be confidential even if it is
with information about Downer.
contained in an email, on a CD or DVD, or
on the Downer intranet. • Report any misuse of Downer’s
confidential information to your
A good rule of thumb is that information is manager or the Company
confidential if it: Secretariat team.

• causes Downer to breach our legal or


regulatory obligations;
• may be harmful to Downer if it is publicly
disclosed;
• could be helpful to our competitors; or Never

• breaches the privacy of any of our • Discuss potentially confidential


people or our clients. information or trade secrets with any
person, including any of our people,
You must treat all information you deal unless a person has a business need
with (including information you prepare to know the information.
or receive) as confidential information.
• Disclose information to the public
You must not disclose or give confidential (including to the media) unless you
information to anyone outside Downer. are specifically authorised to.
In some cases, you must not discuss
confidential information with other Downer • Use confidential information or trade
secrets to gain a benefit for yourself
employees or contractors.
or for another person.

Standards of Business Conduct | Page 24


Our assets continued

I just returned from a regional meeting where I learned about new exciting Downer
projects and excellent financial results that will be announced soon. I’m very proud of
our success and I’m eager to share the news. Can I tell my family?

No. This information has not been released to the public and is confidential information.
If you disclose this confidential information to anyone outside of Downer, even your
family, your actions could have serious consequences and can even result in Downer
breaching the law. You should never disclose confidential information to anyone
outside Downer.

Our brand and


intellectual property
Although our brand and our intellectual
property are not physical assets, they are
still considered to be our property in the
same way as plant, equipment, machinery
and other physical assets.
One of the ways we protect our brand is
to prevent the improper use of the
Downer name, trademarks or other
intellectual property.
All of our people are responsible for You must not:
ensuring that our brand and our intellectual • loan, borrow, donate, sell or dispose of
property are protected and used properly. any Downer property;
Protecting our assets • use Downer’s assets (or your position with
You are responsible for protecting Downer’s Downer) for personal gain;
physical assets, including our financial • take part in any action that involves
assets, vehicles, office supplies, equipment, theft, fraud, embezzlement, extortion
computers and telephones. or misappropriation of Downer’s
Each of our people is expected to use property; or
our assets for the purpose of carrying their • use Downer credit cards for personal
responsibilities as an employee of Downer. purchases.
You must use our assets properly and for the
purposes they are designed to be used.
When using our assets, you should exercise
good judgement and should not abuse
any privileges or benefits which you might
receive as an employee of Downer.

Standards of Business Conduct | Page 25


Our assets continued

IT systems
I use a Downer ute onsite and I
Our information technology and take the key home with me at night.
communications systems, programs and Last weekend, I used the ute to help
the data on our systems are a very my brother move some building
important part of our business and should materials. My boss doesn’t know I
always be used according to Downer’s IT used the ute, and I don’t want to tell
him, so I fixed the log book so it
usage policies.
doesn’t look like I’ve used the ute
Our people must not: outside work. Is this okay?

• download unlicensed software on to any


No. You must only use Downer’s assets
Downer computer;
to carry out your work with Downer.
• copy or use copyrighted software without Also, as a Downer employee, you
consent from the copyright owner; should always maintain accurate
business records, including log books.
• use our IT systems, computers or networks Your actions are in breach of our policy
in a way that could compromise the regarding the proper use of its assets,
security or integrity of our confidential as well as our obligation to keep
information or business records; or accurate business records.

• use our IT systems, computers or networks


to access, receive or transmit material
that is inappropriate, illegal or may
violate any of our policies.

Conflicts of interest

You must avoid any situation which could


arise in a conflict of your personal interests “Conflict of interest” means situations
and the interests of Downer. It is also in which financial or other personal
important that you avoid any situation considerations or interests:
which could cause a perception of a • directly and significantly affect;
conflict of interest, of which cause others
• may directly and significantly
to doubt our fairness or integrity.
affect; or
You must report any actual or potential
• have or could have the appearance
conflict of interest to your supervisors or of directly and significantly
managers as soon as they become affecting a person’s objectivity and
aware of the conflict. independence in exercising his or
her ability to discharge any duty or
responsibility to Downer.

Standards of Business Conduct | Page 26


Conflicts of interest continued

Doing business with family Outside employment and other


and friends business arrangements
A conflict of interest may arise when you All of our people must carry out their
have any business dealings with family responsibilities to the best of their ability,
members or friends. You must disclose any and in the best interests of Downer. If you
potential or actual conflicts of interest to are employed by another employer, or if
your supervisor or manager as soon as you you are involved in business arrangements
become aware of the conflict. outside of Downer, these roles must not
interfere with your obligation to Downer.
Our people should also be careful not to
disclose any confidential information to Our employees must not be employed
family or friends. by or provide services to any person,
company or organisation that you deal
Directorships with as part of your job with Downer.

Before our people can act as director or In all other cases, you must first disclose
committee member for any company or it and obtain written approval from your
organisation that is not connected with manager to the arrangement.
Downer, they must obtain written approval
from the Company Secretary.

My brother owns a company and he I have developed a friendship with


believes that company can supply a supplier and I am considering
higher-quality and less expensive entering into a partnership with him
supplies to Downer than our current in a business venture unrelated to
supplier. Can we use his company? Downer. Would this violate any of
Downer’s policies?
This situation can result in a conflict
of interest because it is your brother’s Yes, it most likely would. Even if you
company. You should always notify are able to keep your personal and
your manager, or the Downer financial dealings from affecting
person who is responsible for making your judgement on behalf of Downer,
purchasing decisions for Downer, others may perceive that you are
and you should not take part in biased. Before taking any action, you
any tender process. These types of must discuss your plans with both your
situations will be considered on a supervisor or manager and your local
case-by-case basis because each human resources team.
situation will be different.

Standards of Business Conduct | Page 27


Conflicts of interest continued

Gifts and benefits Bribery and corruption


Downer is committed to ensuring that Downer has operations in many countries,
any gifts and benefits offered to our and most of these countries have laws
people by external parties, or offered prohibiting bribery and corruption. In some
by our people to external parties, are of these countries, the prohibition extends
handled appropriately so that the integrity to conduct that occurs outside of the
of Downer and our people remains country.
uncompromised. Our Gifts and Benefits
Breaching these laws is a serious offence
Policy sets out our expectations around
and can result in fines against any person
gifts and benefits.
involved in the breach. A person involved
You must not solicit or request any gift or in a breach of these laws may also face
benefit in connection with your position imprisonment.
with Downer.
If one of our people, or a third party
You must never offer, give or accept any engaged by Downer, is found to have
gift, entertainment or other benefit if it: been involved in a breach, or has
personally breached these laws, Downer
• is cash or a cash equivalent;
can also be fined.
• is excessive in value (over AUD$250);
Our people must not engage or be
• could be construed as a bribe; or involved in bribery and corruption by
themselves or with others (including third
• violates any laws or regulations.
parties such as agents of Downer).
If you are unsure whether a gift or benefit
It is important to understand that even the
is appropriate, please speak with your
perception of a breach of these laws will
supervisor or manager, or the Company
have a serious impact on the reputation
Secretariat team before taking any action.
of Downer and our people. For this reason,
you must not make payments or give any
benefits to foreign public officials.

What is a “gift”? What is a “benefit”?

“Gift” means any tangible item of “Benefit” means any non-tangible item of
value, including money, alcohol, value, including preferential treatment or
hospitality, tickets to sporting events access to proprietary information.
and accommodation.

Standards of Business Conduct | Page 28


Conflicts of interest continued

Facilitation payments Our people must not make facilitation


payments. You are also prohibited from
The laws in some (but not all) countries
getting someone else, including agents
allow the making of facilitation payments.
or business acquaintances, to make a
A facilitation payment is a payment (of a
facilitation payment on Downer’s behalf
minor value) to a foreign public agency
or behalf of any of our people.
for the purpose of expediting or securing
the performance of a routine government
action of a minor nature.

Always Never

• Ensure that any arrangement • Make or pay “kick backs” or any


with a third party or agent other type of secret commission
has a real and demonstrable to any person.
commercial basis.
• Offer any type of valuable benefit
• Make sure all contractors with (including gifts and favours) to
suppliers and agents contain any person.
anti-bribery obligations.
• Make facilitation payments.
• Accurately record all
expenditures.

• Check any payments you are


being asked to make.

• Report any payments or


concerns about payments to
your manager.

Standards of Business Conduct | Page 29


Contracts and agreements

As a commercial business, Downer Our people must not, and they must ensure
and its subsidiaries enter into contracts others do not, sign or execute contracts
and agreements. and agreements on behalf of Downer.
You can only sign or execute contracts and
If Downer is a party to any proposed
agreements on behalf of Downer if you
contract or agreement, our people must
have been specifically authorised to do so.
ensure that the contract or agreement
(and the arrangements contained in If you are unsure whether you can
them) are reviewed by specialists from sign or execute a contract or
the corporate office to ensure that we agreement on behalf of Downer,
have complied with all of our legal and please contact your local legal team
other obligations and that Downer is or the Company Secretary.
protected appropriately.

Retaining records and documents

You are expected to comply with relevant regulatory investigations. This is why
statutory requirements to keep records and we expect all our people to ensure our
retain relevant documents for the statutory business records are accurate and can
period (or longer, if appropriate). be verified.
You are required to be aware of Downer’s
obligations to keep appropriate and Financial records
adequate business records for its business. Downer has specific statutory obligations
All our people must use, disclose and in respect of preparing and disclosing
store these records and the information financial records. This means that our
contained in them according to the people must accurately and completely
relevant Downer policies. If you are record and explain Downer’s transactions,
unsure whether you should save or financial position and performance.
destroy a document, please speak
We also expect that our people will fully
with your local legal team or the
cooperate with our internal and external
Company Secretariat team.
auditors and provide true and accurate
Our people must not disclose business information when they are requested to
records or documents to any person provide information or asked questions
outside of Downer unless required by law about information provided.
or for the purposes of Downer’s business.
Sometimes, our business records (including
email and electronic records) may be
made public because of litigation or

Standards of Business Conduct | Page 30


Retaining records and documents continued

Business records
You must ensure the accuracy of all
Downer’s business records. This means that
you must never:
• make false entries or alter receipts on
expense reports;
• enter false information on time sheets;
• alter or falsify quality or safety results;
• understate or overstate known liabilities
or assets; • improperly record or fail to record items
• maintain undisclosed or unrecorded that should be expensed; or
liabilities, funds or ‘off the book’ assets; • make any entry that intentionally
hides or disguises the true nature of
any transaction.

Membership of professional and industry associations

Downer is a member of many trade and Individual memberships


industry associations, and our people are
Some of our employees hold individual
often requested to represent Downer at
memberships of trade and industry
events organised by these associations.
associations. If you attend or participate
Our people may also be required to join
in events organised by these associations
professional or industry memberships in their
as an individual member in your personal
capacity as employees of Downer.
capacity, you must make it clear that
When attending or participating in such you are not representing Downer if you
events, our people must ensure that participate in discussion.
they do not disclose or discuss any price
Our people must not, at any time,
sensitive, confidential or commercially
disclose any information about Downer
sensitive information.
or its business which could be price
If you are concerned about a discussion sensitive, confidential or commercially
taking place at such an event, or you believe sensitive information.
that any price sensitive, confidential or
commercially sensitive information has been
or may have been disclosed, you must leave
the discussion and immediately contact the
Company Secretary.

Standards of Business Conduct | Page 31


8 Our Voice

Reporting concerns

Downer aims to create an environment No policy, code, committee or compliance


in which all our people, suppliers and officer can guarantee ethical behaviour.
consultants feel free to raise concerns It is up to each of our people to uphold
about conduct which may be unethical, Downer’s values.
unlawful or against Downer’s values.
Downer is committed to providing ways
for our people, our partners and our
stakeholders to report practices and
behaviour which are contrary to the
Standards of Business Conduct or
which may be illegal.
The Our Voice service makes it easy for
anyone who has a concern to report
misconduct or other unethical behaviour,
and Downer’s Business Integrity Policy
sets out how we deal with reports of
misconduct and behaviour that breaches
the Standards of Business Conduct.

How do I make a report?

You can report misconduct or other You can also speak with your local human
behaviour which does not meet the resources team if you have concerns
expectations set out in the Standards of about any behaviour which may be illegal
Business Conduct in the following ways. or which may breach the Standards of
Business Conduct.
Internal reporting If either of these options are unsuitable,
You can report any misconduct or other you can contact the Company Secretariat
behaviour to your manager or supervisor. team on +61 2 9468 9700.

Standards of Business Conduct | Page 32


Message
Our Voice from the CEO
Downer has engaged the services of
an independent reporting service, Our
Voice. You can access Our Voice from any
country and at any time. You also have the
option of making a report anonymously.
You can contact Our Voice in a number of
ways, including by telephone, email and
online. Contact details for Our Voice are
set out on the Downer intranet.

What happens when I make a report?

As outlined in the previous section, you The flowchart below sets out what
can report misconduct to your manager generally happens when a report is made.
or supervisor, your local human resources
team or to Our Voice.

Person identifies
questionable
conduct

Person reports
conduct via
Our Voice
Person reports
conduct internally
to manager or
supervisor
Our Voice
provides report
to WPO

Report is
investigated by
appropriate officer

Findings are
reported to
management

Appropriate
action is
taken

Where
appropriate,
person is advised
of outcome

Standards of Business Conduct | Page 33


Glossary

Agent means a person who is authorised to Director means any person who is
act for or represent Downer in dealing with appointed to the Board and includes
a third party. alternate directors.
Audit Committee means the permanent Facilitation payment means a small
committee of the Board responsible for payment to a government agency
assisting the Board in its oversight of the to fast track or secure the performance
integrity of the Company’s accounting of an action that is ordinarily and
and financial reporting practices. commonly performed.
Board means the Board of Directors Inside information means information
of Downer. that is not generally available and
which can affect the price or value
Bribery means giving or receiving money
of a company’s securities.
or some other benefit to influence the
behaviour or decision of a public official or Insider trading means using information
any other person to gain an advantage. about or relevant to a company that has
not been made public to buy or sell (or
CEO and MD means the Chief Executive
encourage others to buy or sell) securities
Officer and Managing Director of Downer.
of that company.
Downer and our company means Downer
Intellectual property means any creation
EDI Limited ACN 003 872 848, its subsidiary
of the mind or intellect which could
companies, operating divisions, business
have commercial value, and which may
units and joint ventures (where relevant).
be protected under trade mark or similar
Competitor means any individual, legislation.
company or business that is specifically
Personal information means information
or generally involved in any industry that
about a person which can be used to
offers, or is capable of offering, the same,
identify that person.
similar products or services as Downer.
Public official means any person who is
Contractor means an individual, company
elected or appointed to any public office.
or business that carries out work or performs
services for Downer under a contract and Supplier means an individual, company or
includes subcontractors. business that provides materials, equipment
or services.
Corruption means the abuse of a position
of employment or trust to gain an Third party means a person who is not
advantage in contravention of duty a party to a contract but may become
and the law. involved in an indirect way or be affected
by a contract.

Standards of Business Conduct | Page 34


Australia New Zealand Singapore
Triniti Business Campus 14 Amelia Earhart Avenue 11 Lorong 3 Toe Payoh
39 Delhi Road Airport Oaks Block B, No. 03-16
North Ryde NSW 2113 Manukau, Auckland Jackson Square
AUSTRALIA NEW ZEALAND SINGAPORE 319 579
T: +61 1800 DOWNER T: +64 9 256 9810 T: +65 6517 0757
F: +61 2 9813 8915 F: +64 9 256 9811 F: +65 6355 0626

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