Sirtex Medical’s Codes and Policies are a key element of our corporate responsibility. Our Codes of Conduct govern the way our Directors and employees work, and how it enables the Company to build and maintain a reputation for integrity in our business dealings. Our Policies highlight our commitment to conducting the Company’s business ethically and in a way that is open and accountable to our shareholders and other stakeholders, both internal and external.
- Director’s Code of Conduct
As set out in the Directors’ Code of Conduct, Board members are in a position of trust and they are expected to carry out their duties with professional integrity and with regard to their legal obligations. The Board should promote ethical and responsible decision-making and this will require it to clarify the standards of ethical behaviour required from Board members and key executive staff. The Board and executives will encourage all staff to comply.
- The Sirtex Code
As set out in The Sirtex Code, the Company wishes to build and maintain a reputation for integrity. This reputation for integrity is the result of the actions of Directors and employees in their dealings both within and outside the Company. The objective is to comply with the laws of any jurisdiction where the Company operates. Our interpretation of the law shall be such that it enhances the Company’s reputation for fair and reasonable conduct at all times.
- Board Evaluation Policy
The Board undertakes an assessment of its performance, individual directors and that of the Board committees annually , as set out in the Board Evaluation Policy. The evaluation of individual Directors focuses on the contribution of the Director to the work of the Board and the expectations of Directors as specified in the Board Charter. The effectiveness of the Board as a whole and of its committees is assessed against the accountabilities set down in the Board Charter and the Charter of each of its committees. It also takes account of the creation of shareholder value and the effectiveness of corporate strategy.
- Senior Executive Evaluation Policy
As set out in the Senior Executive Evaluation Policy, key management decisions are made by the CEO, the Senior Executive Group, other management committees and individual members of management to whom authority has been delegated. Performance reviews are performed at the end of the financial year for executives and other senior employees, measuring the individual’s effectiveness against clear targets and goals (key performance indicators) set and agreed to at the beginning of each financial year. For the members of the Senior Executive Group, the performance review process is designed to capture both what they have achieved and how they have achieved it. The aim is to explore how effective they have been in undertaking their role and what they have achieved against their specified key performance indicators. The assessment is therefore balanced between achievement and the way performance has been delivered.
- Shareholder Communication Policy
As set out in the Shareholder Communication Policy, the Board is committed to ensuring that all shareholders are informed of major developments affecting the Group by:
- Giving shareholders ready access to information about the Group and its governance;
- Communicating openly and honestly with shareholders; and
- Encouraging and facilitating shareholder participation in meetings of security holders.
All relevant corporate governance information will be easily accessible to shareholders and other stakeholders in a timely manner. The Group’s Annual and Half Year Reports (historic and current), information released to the Australian Securities Exchange as soon as practicable after the event, notices of meetings of security holders, media releases, company policies and similar documents can be accessed from the ‘Investors’ section of the Company’s website.
- Securities Trading Policy
The Securities Trading Policy outlines the requirements of Sirtex in relation to how its directors, officers, employees and other relevant associates deal in securities. Whilst this policy is particularly targeted at dealings in securities of Sirtex, aspects of the policy also apply in relation to dealings in securities of other entities. The policy applies to all directors, officers and employees of Sirtex and all its subsidiaries, both local and international, their associates and any other individual authorised to speak on behalf of Sirtex (Sirtex Personnel). The Chairman, CEO and Company Secretary are responsible for this procedure.
Under the Policy , Sirtex Personnel must not, at any time, directly or indirectly, buy or sell shares in Sirtex or other securities of any company, when in possession of unpublished price sensitive information which could materially affect the price or value of those securities. Additionally, Sirtex Personnel must not deal in any securities of Sirtex during a Blackout Period, which constitutes the period 4 weeks prior to the release of Sirtex’s half year and annual results to the market and the conclusion of the Annual General Meeting (AGM). The Policy provides an overview of the Law relating to ‘insider trading’ and what constitutes ‘inside information’.
All Sirtex’s securities dealings by Directors are promptly notified to the Australian Securities Exchange (ASX) in accordance with Sirtex’s Continuous Disclosure obligations.
- Business Risk Management Policy and Procedure
The identification, analysis and management of business related (corporate) risk that is associated with the operation of the company and its business environment is set out in the Business Risk Management Policy and Procedure. The procedure does not apply to product risk which is governed by separate procedures which meet the requirements of local and international product regulations. Risk management is an integral part of all employee activities and is implemented throughout the organisation. Management of risk is part of the company’s internal review process for assessing and managing risk as part of the company’s commitment to quality management. The Board is ultimately responsible for ensuring that the company has an effective risk management system and that this system is reviewed by Management and the Board at regular intervals. The Board approves the Risk Management Policy and receives reports from the Audit and Risk Committee on risk management issues.
- Corporate Communications and Disclosure Policy
As set out in the Corporate Communications and Disclosure Policy, Sirtex is subject to certain legal and regulatory requirements regarding the public disclosure of information that could materially affect the Company or its business (Material Information). The Policy is designed to meet the Sirtex legal and regulatory obligations as a public company and to protect Sirtex and its directors, officers and employees by raising their awareness of the Sirtex approach to Corporate Communications, disclosure of Material Information and reporting. The Policy applies to Sirtex and all of its subsidiaries, both local and international, and to all directors, officers, and employees of Sirtex and any other individual authorised to speak on behalf of Sirtex. The CEO and Company Secretary are responsible for this procedure.
The only individuals authorised to represent Sirtex in its dealings with securities professionals and stockholders, including institutional investors, are the Chairman, CEO, CFO, Company Secretary, Chief Medical Officer, Global Investor Relations Manager, and others designated in writing by the CEO and/or Company Secretary. The Policy stipulates Sirtex’s protocol to various investor relations activities, including investor/analyst/media briefings and how Sirtex will respond to inadvertent disclosure of Material Information and market rumours.
- Economic, Environmental and Social Sustainability Report
The Sirtex Economic, Environmental and Social Sustainability Report details the Group’s exposure to material economic, environmental and social sustainability risks and how the company manages these risks. Economic sustainability is the ability of a listed entity to continue operating at an effective economic level over the long term. Environmental sustainability is the ability of a listed entity to continue operating in a manner that does not compromise the health of the ecosystems in which it operates over the long term. Social sustainability is the ability of a listed entity to continue operating in a manner that meets accepted social norms and needs over the long term. As detailed in the Policy, Sirtex has highlighted a number of factors that influence the three key exposures detailed above. All of the factors identified are included and considered annually in Sirtex’s risk management framework. In addition, manufacturing and supply issues are subject to extensive regulatory oversight. Sirtex also has a corporate code of conduct that covers bribery and corruption; the document is reviewed biennially and updated as necessary to ensure it remains relevant.
- Diversity Policy
The purpose of the Sirtex Diversity Policy is to define what ‘diversity’ means at Sirtex and outline how Sirtex will continue to build a culture of diversity to support the long-term growth and sustainability of the Company. Diversity includes differences that relate to gender, ethnicity, sexual orientation, disability, age, martial status and religious background. The policy is designed to meet ASX recommendations. The Policy will be reviewed at least biennially to ensure that it continues to meet the needs of Sirtex and its legal obligations. The Board retains overall accountability for the Policy, however responsibility for implementing the policy has been delegated to the CEO and Company Secretary.
- Health, Safety and Environment Policy
Sirtex is committed to providing a safe and healthy working environment as set out in the Health, Safety and Environment Policy for all persons in the workplace, including employees, contractors and visitors, and to minimising our environmental footprint. These will be achieved by management and employees working together to identify, assess and suitably control hazards that may cause injury and/or illness and may adversely impact the environment. The Policy will be Regularly reviewed to take into account changes in legislation, activities, services and products.
- Anti-Bribery, Anti-Corruption Policy
As set out in the Anti-Bribery, Anti-Corruption Policy, Sirtex wishes to build and maintain a reputation for integrity, which results in the actions of employees in their dealings both within and outside the company. It is our policy to conduct all of our business dealings in an honest and ethical manner. As such, we take a zero-tolerance approach to bribery and corruption. The Policy applies to all individuals working at all levels and grades within Sirtex.
- Sirtex Corporate Giving Program
Sirtex is committed that “All charitable contributions shall be recorded internally in an appropriate register as well as being publically disclosed” (Sirtex Anti-Bribery, Anti-Corruption Policy Section 10).
The annual disclosure of charitable contributions can be found here: Sirtex Corporate Giving Program (FY2015-2016).
The perspective of our Corporate Giving Program is focused on the impact that cancer has across time. That’s why Sirtex adopts a "Cancer Journey" approach to ensure its charitable contributions are made to programs within each of the following four main categories:
3) Treatment and survivorship of patients;
4) End of life for those individuals not fortunate enough to experience a cure.