Corporate Governance
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 the values of fairness, integrity and excellence. All
of these are important principles in the following Code. 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 recognize 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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