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
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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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@toll.com.au.
INCORPORATING TOLL HOLDINGS LIMITED ACN 006 592 089 AND SUBSIDIARIES
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