Corporate Governance
The communities with whom we work (stakeholders)
Toll recognises that its actions and behaviour as a large
public company affect many stakeholders. Shareholders, employees,
customers, suppliers, unions, governments and consumers may
all be affected by Toll’s corporate presence to some
extent.
Toll believes in ensuring openness and transparency within
its operations and its relationships with stakeholders.
To assist this process, Toll has developed a number of codes
of conduct or policies which set out what various groups of
people may expect when they interact with us, and where appropriate,
what Toll expects of them.
Click on the headings below to view the codes of conduct
or policies (or summaries of them) regarding the following
matters:
Directors
and Senior Executives
Employees
Ethical Conduct Policy
Occupational
Health and Safety
Environment
Compliance
Drugs
and Alcohol
Rehabilitation
Driver
Health
Dangerous
Goods
Privacy
Code of Conduct for Directors and
Senior Executives
The Toll Group Code of Practice for Employees states at the
outset: “at Toll we aim to maintain an environment and
culture that is honest, trustworthy and professional”.
Directors and Senior Executives embrace these values together
with fairness, integrity and excellence, all of which are
important principles in the following Code that they have
adopted. The following is primarily based on a code of conduct
for directors prepared by the Australian Institute of Company
Directors.
Each Director and Senior Executive of the company:
- must act honestly, in good faith and in the best interests
of the company as a whole;
- has a duty to use due care and diligence in fulfilling
the functions of office and exercising the powers attached
to that office;
- must use the powers of office for a proper purpose, in
the best interests of the company as a whole;
- must not make improper use of information acquired in
the course of his or her duties with the company;
- must not take improper advantage of his or her position;
- must not allow personal interests, or the interests of
any associated person, to conflict with the interests of
the company;
- must recognise that confidential information received
in the course of the exercise of his or her 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.
- should not engage in conduct likely to bring discredit
upon the company.
- 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.
In addition, each Director of the company:
- must recognise that the primary responsibility is to the
company's shareholders as a whole but should, where appropriate,
have regard for the interests of all stakeholders of the
company; and
- has an obligation to be independent in judgement and
actions and to take all reasonable steps to be satisfied
as to the soundness of all decisions taken by the board
of directors.
Each Director and Senior Executive of the company is also
required to comply with the Code
of Practice for Employees.
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Summary of Code Of Practice For
Employees
Ethical questions can arise in the work environment of every
employee from time to time. Toll has published a “Code
of Practice” booklet which addresses many of the ethical
issues that employees are likely to face and sets out what
is expected.
Topics covered include:
- Fair trading
- Insider trading (on the stock exchange)
- Equal opportunity
- Health and Safety
- The environment
- Pirated software
- Gifts or favours
- Conflicts of interest
- Expenses and claims
- Confidential company information
- Public statements
- Use of company property
Every employee is required to be familiar with company policy
on these matters and receives a copy of the Code of Practice
booklet at commencement of employment.
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Ethical Conduct Policy
-
Policy statement
- Toll Holdings Limited and its subsidiaries (Toll) are committed to high standards of integrity, honesty and
accountability.
- We value ethical behaviour and act consistently with our beliefs and values.
- Our commitment to this is reflected in this Policy, which will provide you with clear guidance of the standards of
behaviour expected of you when performing your role.
- This Policy applies to all Toll business activities and to everyone who works at Toll including officers, employees,
agents and contractors undertaking work for Toll (together, Toll Representative). Each Toll Representative
member should become familiar with this Policy.
-
Overriding principles
- Toll is committed to conducting its business in accordance with:
- its legal and regulatory obligations; and
- the highest standards of ethical behaviour.
- Toll strives to behave with integrity in all its dealings with customers, suppliers, employees, shareholders,
government and the community.
- The basic principles that guide all our activities with each other, with our customers and business partners, and
with all other third parties are:
- good judgement;
- personal honesty; and
- sound business ethics.
- Toll Representatives must not act in any way that could cause harm to Toll’s reputation or market position.
- Toll Representatives must not make or accept bribes, payoffs or kick-backs or offer illegitimate payments or
benefits.
- Toll Representatives must ensure that neither they nor Toll are in any way compromised by a gift, prize or
hospitality.
- Toll Representatives must avoid actual and apparent conflicts of interest.
When faced with making difficult ethical decisions, Toll Representatives should refer to the model for ethical decision
making in Appendix 1.
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Compliance with the law
Toll is committed to conducting its business in accordance with its legal and regulatory obligations, including relevant
codes of practice. Compliance is integral to Toll’s commitment to its employees, customers, shareholders and the
community.
Toll expects you to know, understand and comply with the laws that apply to you as an ordinary person, as a Toll
employee, agent or contractor (including privacy, equal employment, and occupational health and safety), to your
specific job and in the location in which you work.
If you do business in global trade or with overseas jurisdictions you are also likely to be subject to the laws and
regulations from outside your base jurisdiction.
The laws that govern our activities may be complex, but ignorance of the law does not excuse Toll or Toll
Representatives from their obligation to comply with those laws.
It is also important to be aware that no-one can be directed to carry out an unlawful act and no one can justify an
unlawful act by claiming to be acting under the direction of a manager.
All Toll Representatives are encouraged to ensure that their knowledge remains up to date and that they remain
abreast of relevant legal and industry developments.
Toll Officers should seek advice from the Company Secretary or Group GM Legal if they are unclear about laws or
regulations relating to their work.
Toll Employees should seek advice from their manager or supervisor or a Toll legal advisor.
Agents or Contractors should seek advice from their own organisation or Toll Host.
Should you have any concerns with regard possible breaches of this policy, you may report them (and you can
remain anonymous) to the Toll Hotline on +61 1800 330 398.
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Fair trading and dealing
Toll aims to maintain the highest standard of ethical behaviour in conducting its business. It strives to behave with
integrity in all its dealings with customers, suppliers, employees, shareholders, government and the community.
Toll Representatives are expected to perform their duties in a professional manner and act with honesty and
objectivity, endeavouring at all times to enhance Toll’s reputation and performance. Each of us must ensure that we,
and those who report to us, deal fairly with Toll’s regulators, suppliers, distributors, customers, competitors and
employees.
You are encouraged to familiarise yourself with the legal requirements applying to fair trading and dealing, and to
undertake training or attend seminars to develop and maintain your knowledge so that you can act in accordance
with these requirements.
If you have a question on any fair trading and dealings, or wish to report a breach of any fair dealing requirements,
please contact either your manager, supervisor Toll Host or Group GM Legal.
Any alleged breach can also be reported to the Toll Hotline on +61 1800 330 398.
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Protecting Toll’s reputation
Toll Representatives must not act in any way that could cause harm to Toll’s reputation or market position during or
after their employment.
Toll Representatives have a duty to act in all matters in a manner that merits the continued trust and confidence of
the public.
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Bribes, pay-offs and kick-backs
Toll Representatives must not make or accept bribes, pay-offs, kick-backs or offer illegitimate payments/benefits.
Bribes, pay-offs or kick-backs, or illegitimate payments/benefits occur when a person offers, makes, authorises,
requests or accepts payment of money or anything of value (either directly or indirectly) to:
- illegally influence the judgement or conduct or ensure a desired outcome from a customer, supplier or
competitor;
- influence a decision of, or gain a benefit from, any government official, political party or candidate for political
office; or
- gain an improper advantage.
In several countries (such as UK & PRC) payments known as “facilitation payments” are illegal.
Toll conducts business in countries with many different laws, customs and business practices. As a minimum you are
required to abide by the laws of host countries and must not engage in corrupt business practices or engage in any
practices which would breach this policy or may breach any applicable laws. You should be aware that both US and
Australian laws may apply in jurisdictions other than the US and Australia. You are also encouraged to remain alert
to information available publically with regard other country laws which may have an effect on activities in your host
country.
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Gifts, prizes and hospitality
Toll Representatives should exercise particular caution in regard to any offers of value, including hospitality,
entertainment and gifts when Toll is negotiating or considering contracts and they are in a position to influence
(directly or indirectly) the outcome of a decision. It is important not to give any impression that there may be an
improper connection between any gift or hospitality and business opportunities.
A golden rule is disclosure. Ensuring your manager/supervisor/Toll Host is aware of all gifts of any significance
ensures transparency and avoids any suggestion of conflict of interest.
Toll Representatives must be cautious and objective in determining whether to, and if need be, seek approval from
their manager/supervisor/Toll Host) participate in recreational activities, or accept corporate hospitality, provided by
customers or suppliers.
Toll Representatives must ensure that Toll’s practices in relation to inviting suppliers and customers to attend
company-sponsored recreational activities are consistent with this approach.
Under no circumstances should you request a gift of any kind from a supplier, customer, or other party with whom
Toll conducts business. In addition, you must not exchange gifts with representatives of Toll’s competitors, since the
provision or receipt of such gifts may create an actual or perceived conflict of interest.
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Facilitation payments
Toll discourages the making of facilitation payments, which are payments involving small sums to low-level
government officials to obtain routine services to which Toll is otherwise legally entitled.
In some countries, the law contains an exception to allow the making of such payments, but in others (such as UK
and PRC) it does not.
If you are asked to make a facilitation payment this can only be considered in exceptional circumstances and you
must:
- act in accordance with the relevant laws of the country;
- promptly report the request to your supervisor or manager and
- only make the facilitation payment if your Divisional Director approves it.
Reports on facilitation payments must state:
- why the payment is required and considered to be unavoidable;
- the amount;
- date;
- purpose; and
- the recipient of the payment (name, job function and party (if applicable))
- all other requirements specified at law (which can be advised)
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Conflicts of interest
A conflict of interest exists where loyalties are divided. Toll Representatives must ensure that their official powers or
position do not give rise to a real or apparent conflict of interest. Such circumstances could compromise or appear to
compromise your ability to make impartial business decisions. If in any doubt you should disclose an issue to your
manager/supervisor/Toll Host to ensure it can be adequately considered.
Examples of conflicts of interest include:
- engaging in outside employment in a business that competes withor is a customer of or supplier to Toll;
- serving as a director of another business that competes with Toll;
- holding interests or investments in a competitor, customer or supplier (although a passive shareholding does not
give rise to a conflict of interest);
- giving or receiving gifts, prizes and hospitality inconsistent with this policy; or
- being in a position of influence regarding the employment conditions or performance assessment of a family
member.
It is each Toll Representative member’s responsibility to be aware of situations which may give rise to conflicts
between their official duties and their personal interests and, where they do arise, to deal with them ethically.
Toll Representatives must at all times act in the best interests of Toll.
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Definitions
| Definition |
means |
| Agent |
Any party who is acting as an agent of Toll. |
| Benefit |
A Benefit includes hospitality, travel, accommodation, meals, gratuity, remuneration (other
than salary), allowances, fees, subsidies, discounts, loans, consideration, free service,
vouchers, gift certificates, privileges and entertainment, or any gift of valuable property,
whether of a personal nature or otherwise including (but not limited to) money, display items,
furniture or jewellery. |
| Conflict of interest |
A conflict of interest refers to a conflict between a private interest and official duty. It would
include, being in a position to use knowledge, access resources or exercise influence, for
improper purposes or private interests.
A real (or actual) conflict of interest exists when a reasonable person, in possession of the
relevant facts, would conclude that a person’s private interests will interfere, or are likely to
interfere, with the proper performance of his or her duties. Some examples may be:
- you are in a position to authorise a contract for services when you have a direct or
indirect interest in the contracted company; or
- providing private consultancy services in a field of work which is the same or in direct
competition with your role at Toll.
An apparent conflict of interest exists when there is an appearance that a person’s private
interests may interfere with the proper performance of his or her duties although, in reality, this
may not be the case. The old saying “justice must not only be done, but it must also be seen
to be done” applies here.
One example may be where you are on a selection panel to impartially consider the merits of
job applicants, one of whom is a very close friend of yours. Even if you are confident of not
being affected by personal bias, there may be a strong perception by other applicants that
you will give your friend preferential treatment.
|
| Contractor |
A contractor includes a person who is employed by an organisation or entity that has been
contracted or sub-contracted by Toll to provide a product, service, or consultancy advice.
The contractor may be an individual or an organisation. Where the contractor is an
organisation, a contractor includes any relevant officer, employee or sub-contractor of the
organisation providing a product, service or consultancy advice to Toll. |
| Employee |
An employee is a person who is working under a contract of service with Toll. |
| Fraud |
Fraud is the intentional use of false representations or deception to avoid an obligation or gain
an unjust advantage. |
| Host |
A host is the Toll employee who supervises the product/work/advice being provided by a
contractor. |
| Integrity |
Integrity is acting honestly, and to be seen to be acting honestly, and in the interests of Toll. |
| Officer |
- A director or company secretary of a Toll Group company.
- A person who makes or participates in making decisions that affect the whole, or a
substantial part of the business of a toll Group company.
- A person has the capacity to affect significantly a Toll Group company’s financial
standing.
- A person in accordance with whose instructions or wishes the directors of a Toll Group
company are accustomed to act.
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Occupational Health and Safety Policy
Toll places the highest emphasis on Health & Safety in
conducting its daily business. The company is committed to
the risk management process and ensuring as far as reasonably
practicable, all employees, contractors, visitors and the
public are adequately informed and trained, and shall work
in an environment that is free of hazards that may cause personal
injury.
The Company believes this key objective will benefit all
people involved in Group activities and it will only be achieved
through the constant promotion and improvement of safe working
practices, control of hazards, safety awareness and commitment
to safety on the part of each and every person involved including
that of our contractors.
To achieve these objectives, Toll shall:
- Maintain as far as reasonably practicable a safe environment
at all Toll locations.
- Ensure safety practices and procedures are implemented
and maintained throughout the Company that are relevant
to the operational activity, comply with statutory requirements
and promote the involvement of all personnel in the maintenance
of a safe working environment.
- Ensure appropriate emergency procedures exist in all
work locations and that all personnel understand the procedures
relevant to their location.
- Provide the training, instruction and supervision, dissemination
of information and necessary resources to support Occupational
Health & Safety in the various areas of Company activity.
- Ensure that there is ongoing consultation and communication
with all stakeholders.
- Ensure the establishment of measurable objectives and
targets for OH&S to ensure continuous improvement.
- Provide appropriate protective equipment to comply with
statutory requirements and to meet the relevant needs of
each area of work activity.
- Ensure appropriate procedures are maintained for the
reporting and review of all safety incidents and situations
likely to be hazardous to a safe working environment.
- Ensure appropriate procedures are in place to promote
effective claims management and rehabilitation.
The Directors, Divisional Directors, General Managers and
Managers of all Toll business units are responsible for
the implementation of this policy. All employees have a
responsibility to follow all OH&S policies and procedures
and to report any hazards.
This OH&S Policy will be reviewed every two years as
part of Toll’s Occupational Health and Safety Management
System Review.
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Environmental Policy
The Toll Group is committed to being an environmentally responsible
company. Legal compliance is regarded as a minimum standard
and actions beyond statutory regulations, which conserve or
protect the environment and support business goals are encouraged.
The company participates in recycling programs, and promotes
conservation of natural resources such as, electricity, fuel
and gas.
On all company premises, particular attention will be given
to the storage and transport of Dangerous Goods, containment
of run off from workshops and washdown areas, and the safety
and integrity of underground fuel tanks.
Toll is particularly mindful of the effect of heavy vehicles
on the environment, hence promoting a policy of regular maintenance
and monitoring of emissions for company vehicles.
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Compliance Policy
The Toll Group is an integrated transport and logistics company.
We aim to achieve the highest possible level of service to
our customers without compromising the safety of our employees
or the general public. We believe the quality and reliability
of our service is the basis upon which we can develop long
term relationships with our customers and suppliers and as
a result, achieve our objective of long term growth and security.
We further aim to be the leader in our chosen markets through
the implementation of fully integrated Management Systems
which incorporate, Environmental, Workplace Health and Safety,
Government and Legislative Requirements and the pursuit of
continuous improvement, to ensure an outstanding reputation
and pre-eminent position in the market place.
These fundamental business principles are underpinned by
a Management System that requires the on going involvement
and total commitment of all management, employees and contractors/suppliers
to seek and achieve continuous improvement in everything we
do.
Our Management Systems are designed to address the specific
business requirements, whilst achieving and exceeding our
customer’s needs.
These Systems may for example include:
International Standards
Industry Based Standards
- HACCP – Hazard Analysis and Critical Control Points
- SQF 2000
- Trucksafe
- Mass Management
- Fatigue Management Programs
Customer Standards
Legislative Requirements
- Occupational Health & Safety
- International Safety Management (ISM) Code
- Load Restraint
- Road Traffic Authorities
- Dangerous/Hazardous Goods
- Customs/Quarantine
- Transitional Fatigue Management Scheme
- Environmental Management
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Drugs & Alcohol Policy
Toll is committed to providing a safe and healthy working
environment.
This policy applies to all personnel, contractors employed
by Toll, contractors in charge of Toll equipment, and any
visitors to Company sites.
The Company will also assist and support if appropriate its
operating subsidiaries in establishing and implementing their
own Drugs and Alcohol program by means of advice and training.
The key points of this policy are that:
- The possession, soliciting, selling, distribution or consumption
of illicit or non-prescribed drugs is prohibited;
- Personnel must not be under the influence of illicit,
prescribed, or non-prescribed drugs or alcohol to a level
where it could risk injury, to any person including the
user, or contradicts any statutory requirement. Whilst this
applies to any activity, it particularly applies where personnel
are required to operate vehicles or equipment, or work within
the parameter of vehicles or machinery;
- The consumption of alcohol is prohibited in vehicles or
within ay company operational area.
The company will:
- At the request of any employee provide any reasonable
assistance including a structured rehabilitation program
without any fear of reprisal to the individual;
- Provide appropriate awareness and or training programs
to employees on the effects of Drugs & Alcohol;
- Reserve the right to discipline any employee whom breaches
this policy or any statutory requirements.
Divisional Directors and General Managers of all Toll business
units are responsible for ensuring adherence to this policy.
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Rehabilitation Policy
Our organisation recognises and as such commits a high importance
to the rehabilitation process (as defined in the Corporate
Risk Management Manual) as part of its policy to prevent work
related injury/illness or reduce its severity.
The rehabilitation process will be commenced as soon as
practicable following any work related injury or illness or
at such time medical guidance allows an employee to return
to work on a structured return to work program.
Consultation in this process will be maintained with our
employees, rehabilitation providers when required or any other
party necessary to effect this process. Company rehabilitation
return-to-work Co-Ordinators are appointed to facilitate this
process.
It is clearly the responsibility of management, company rehabilitation
return-to-work Co-Ordinators and employees to actively participate
in this process to ensure employees are returned to gainful
employment in a timely and appropriate manner.
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Driver Health Policy
The Toll Group recognises the importance of driver health
in the prevention of accidents, injuries and fatigue on the
road. As our organisation is committed to quality, safety
and productivity, we shall endeavour to support and maintain
driver health by doing the following:
- Provide and maintain vehicles which meet or exceed industry
standards;
- Have all drivers and staff undergo regular health screening
and counseling;
- Provide appropriate training and promotion in occupational
health and safety;
- Establish and maintain initiatives in:
- Driver health
- Health promotion
- Driver support
Healthy driving is a way of life in the transport industry
and we shall reinforce this to our greatest asset, our staff.
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Dangerous Goods Policy
The Toll Group is committed to providing a safe, secure service
to our clients in transporting, handling and storing their
products classified as Dangerous Goods and to provide for
the safety of all employees, the community and the environment.
The Toll Group shall achieve this objective by:
- Ensuring all regulations governing Dangerous Goods are
administered to the most stringent level and that all licenses
and permits are in place for our sites and equipment involved;
- Supplying services only to clients who themselves recognize
and operate to the strict guidelines of all Dangerous Goods
regulations;
- Ensuring all employees involved in the handling and transporting
of Dangerous Goods are trained and provided with all information
and safety equipment to minimise the risks associated with
products handled;
- Having documented procedures and systems in place to cover
all aspects of our operations involving Dangerous Goods.
Dangerous Goods under the classification of:
- Class 1 …. Explosives
- Class 6.2 .. Infectious Substances
- Class 7 …. Radioactive Material
- Products know as Waste Materials will only be handled
by business sections that hold appropriate licenses
and have been approved by Toll Senior Management.
Toll shall not handle products referenced in Appendix 5 of
the code too dangerous to be transported or determined under
paragraph 1.18(g) to be too dangerous to be transported.
Consignments for casual one off senders shall be checked
for total compliance prior to acceptance of goods.
The operation and procedures involving Dangerous goods shall
at all times be undertaken in a manner that is consistent
with the Toll Group’s commitment to Quality, Continuous
Service Improvement, Occupational Health & Safety and
Environmental regulations.
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Personal Information Management Statement
– December 2001
The Toll group of companies (“Toll”) provides a
range of integrated logistics services through its constituent
businesses. Toll interacts with its clients and suppliers
of goods and services in the conduct of those businesses and
ancilliary activities.
Protecting personal information provided to us is important.
We hope that this Personal Information Management Statement
will help you understand how Toll collects, uses and safeguards
your personal information in accordance with the National
Privacy Principles contained in the Privacy Act 1988.
Personal Information Collection
In its capacity as an integrated provider of logistics, Toll
collects personal information about its employees, clients,
suppliers, sub-contractors and others with whom it deals,
in order that it can effectively conduct its business. This
personal information will include sufficent details for Toll
to effectively interact with them in the conduct of its business.
Information Use
The primary purpose for collecting, holding and using the
personal information is for the establishment and maintenance
of records for our clients, suppliers of goods and services,
and others with whom we conduct business in order that we
can work effectively with them. Personal information collected
is also used to facilitate distribution of corporate communications,
including our financial results, annual reports and other
information that is relevant to the promotion or reporting
of our business activities. Toll has legal and statutory obligations
in relation to the collection and use of some of this personal
information.
Access and Correction
You can contact the Company Secretary (see below) if you
would like details of personal information which may be held
about you or if you wish to correct any personal information
held.
To ensure the integrity and safety of personal information,
Toll will normally only disclose personal information it holds
to the individual concerned or to someone having proper authorisation
or authority to request such information, or to fulfill legal
or regulatory requirements. Toll may also disclose personal
information to its advisers and other parties in connection
with the present and future conduct of its business. If deemed
necessary from time to time, a fee may be charged for the
provision of personal information.
Storage and Security of Personal Information
Personal information is principally held in electronic databases
maintained within Toll’s computer network. We use a range
of security processes to protect the confidentiality and security
of personal information held.
Changes to this statement
Any changes made to this statement from time to time will
be incorporated in an updated version which will be made available
on our website – www.tollgroup.com.
You are also able to obtain a copy of our latest privacy statement
by contacting the address below.
Further Information
If you would like any further information or wish to voice
your concern on any matter to do with either this policy or
use of your personal information, please contact the Company
Secretary, Toll Holdings Limited, Level 8/380 St Kilda Road,
Melbourne, Vic 3004. Telephone (03)9694 2888. Facsimile (03)9694
2880. Email company.secretary@tollgroup.com.
INCORPORATING TOLL HOLDINGS LIMITED ACN 006 592 089 AND SUBSIDIARIES
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