Corporate Governance
Securities Trading Policy
1. Introduction
This policy provides guidance to Directors and employees
of Toll and its subsidiaries regarding dealing in Toll securities.
The policy applies to all Toll "securities", which
includes shares (eg. ordinary shares and reset preference
shares), options, convertible notes, derivatives and any other
financial product able to be traded on ASX or another stock
exchange, whether or not such securities are created by Toll
or issued or created by third parties. The policy may also
apply where Toll securities are proposed to be used as security
for or are directly associated with a proposed transaction.
Where this is the case, the proposed transaction should be
discussed with the Company Secretary in advance, to determine
whether it is covered by this policy.
For the purposes of this policy, Senior Executives are those
executives who are Executive Directors, Divisional Directors,
and first level reports to those positions. In addition, the
policy provisions for Senior Executives will apply to any
other employee as determined by the Chairman and/or the Managing
Director from time to time and so notified in writing by the
Company Secretary.
2. Toll's Policy - Directors and Senior Executives
Short term trading
Despite anything in this policy, Directors and Senior Executives
of Toll and its subsidiaries must not engage in short term
trading of Toll securities. In general, the purchase of securities
with a view to resale within a 12 month period and the sale
of securities with a view to repurchase within a 12 month
period would be considered to be transactions of a short term
nature. However, the sale of shares immediately after they
have been acquired through the conversion of a security (eg.
exercise of an option) will not be regarded as short term
trading. If in doubt as to what constitutes short term trading,
consult the Company Secretary.
Transactions which limit economic risk
This policy in Section 2 applies equally to Directors and
Senior Executives engaging in transactions in products which
operate to limit the economic risk ("risk limiting products")
in Toll securities held by a Director or Senior Executive
"Trading windows"
Subject to the insider trading provisions of the Corporations
Act and the policy requirements set out below, the recommended
time (in terms of avoiding suggestions of insider trading)
for any Director or Senior Executive to deal in Toll securities
or risk limiting products is during the 6 week period from
the second business day (not including the day of the event
concerned) after the:
(a) date of Toll's annual general meeting;
(b) release of the half-yearly announcement to ASX;
(c) release of the full year announcement to ASX;
(d) release of a disclosure document (e.g. a prospectus) by
Toll; and
(e) subject to the Board's determination, release to ASX of
price sensitive information.
Conversion of securities, participation in dividend reinvestment
plans etc.
Subject to the insider trading provisions of the Corporations
Act, Directors and Senior Executives may at any time:
(a) convert securities - acquire Toll's ordinary shares by
conversion of securities giving a right of conversion to ordinary
shares, e.g. exercising options, reset preference shares or
converting notes (but may not sell any of the shares received
upon exercise of the options other than in accordance with
this policy);
(b) acquire Toll securities under a bonus issue made to all
holders of securities of the same class;
(c) acquire Toll securities under a share purchase plan made
to all holders of securities of the same class;
(d) acquire Toll securities under a dividend reinvestment
that is available to all holders of securities of the same
class.
Employee equity plans
As a consequence of a specific exemption from the insider
trading provisions, you may at any time:
(a) apply for or acquire Toll securities under an employee
equity plan;
(b) exercise options acquired under an employee equity plan
to acquire Toll's ordinary shares (but you may not sell any
of the shares received upon exercise of the options other
than in accordance with this policy).
Prior consent
A Director or Senior Executive must not transact in Toll
securities or engage in transactions in risk limiting products
without the prior written consent:
- in the case of a Director - of the Chairman of the Board,
and
- in the case of a Senior Executive - of the Managing Director
(or his nominee, the Company Secretary).
Dealings in Toll securities or entering into transactions
in risk limiting products should be limited to the "trading
windows" referred to above. Should any Director or Senior
Executive wish to conduct any dealings or enter into transactions
outside these trading windows, a request for dispensation
should be put the Chairman. The Chairman, Managing Director
or Company Secretary (as applicable) will generally refuse
consent for a Director or Senior Executive to apply for, buy
or sell Toll securities or enter into transactions in risk
limiting products outside these recommended times unless special
circumstances exist (such as financial hardship).
Directors and Senior Executives must not apply for, buy or
sell Toll's securities or engage in transactions in risk limiting
products at any time if the Director or Senior Executive has
any inside information, even if the Chairman, Managing Director
or Company Secretary (as applicable) has given his prior consent.
3. Toll's Policy - Employees (other than Directors
and Senior Executives)
Employee equity plans
As a consequence of a specific exemption from the insider
trading provisions, employees of Toll and its subsidiaries
may at any time:
(a) apply for or acquire Toll securities under an employee
equity plan;
(b) exercise options acquired under an employee equity plan
to acquire Toll's ordinary shares (but you may not sell any
of the shares received upon exercise of the options other
than in accordance with this policy).
Generally
Employees (other than Directors and Senior Executives) may
deal in Toll securities in any other circumstances if they
do not have any inside information at that time. However,
such employees are strongly advised to limit dealing in Toll
securities to the recommended times referred to in Section
2.
Employees (other than Directors and Senior Executives) may
come into possession of inside information as a result of
working on a particular project or assisting on a particular
matter (eg. a proposed acquisition). Such employees may be
notified by the Company Secretary that, for the duration of
their involvement in the project or matter, the Chairman and/or
the Managing Director has determined they will also be subject
to the restrictions on buying or selling Toll securities applicable
to Directors and Senior Executives set out in Section 2.
An Employee who has any doubt or question in this regard
should contact the Company Secretary (or in his absence the
Assistant Company Secretary) before dealing in Toll securities.
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