Snippets from the senetas corporate governance manual. At least...

Snippets from the senetas corporate governance manual. At least we seem to be taking our responsibilities as shareholders seriously....

(b) Independence
(i) The majority of directors are to be independent.
(ii) The Chairman is to be independent. However, recognition is given to the Company’s stage
of development in that the Chairman is also the Chief Executive Officer.
(iii) All directors are to be independent of conflicts of interest. Where a director has a potential
or perceived conflict of interest, immediate disclosure to the Company is to be made.
(iv) Directors may engage in the development of an Agenda for Board meetings through the
Chairman.
(v) Non-executive directors should meet from time-to-time independently of executive
directors and management.
(vi) A director will be considered “independent” if they:
· Are not a substantial shareholder of the Company, or associated directly with a
substantial shareholder of the Company
· Have not within the last three years, been employed in an executive capacity by the
Company.
· Have not within the last three years, been a principal of a material professional
adviser or a material consultant to the Company or an employee materially
associated with any service provided.
· Are not a material supplier or customer of the Company or directly associated with a
material supplier or customer.
· Have no material contractual relationship with the Company other than as a director.
· Are free from any other interest or relationship which could or could reasonably be
perceived to materially interfere with the director’s ability to act in the Company’s
best interest.
The test for materiality for directors is:
· a relationship accounting for 20% or greater of his/her gross income, or
· a relationship with a firm / company – where the director holds more than 20% of a
private company or 2% of a listed company.
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(f) Code of Conduct
(i) The Board and Senior Management are committed to ensuring the observance of the
highest standard of ethical conduct and behaviour in performing their duties. These
standards are to be consistent with the Company’s vision and values, including
commitment to providing stakeholders with the best possible service.
(ii) Standards of ethical behaviour include:
· acting honestly and with integrity;
· exercising due care and diligence in fulfilling all obligations and duties;
· acting fairly, evenly and transparently;
· respecting the confidentiality of information where provided on such a basis;
· observing all rules, the “Spirit of the Law” and the regulations of applicable regulatory
bodies;
· respecting the rights and dignity of stakeholders and the community; and
· avoiding conflicts of interest, whether real or perceived.
(iii) The Board is to at least annually, review compliance by directors and employees with the
Code of Conduct, and to take remedial action where necessary.

5.3 Responsibilities of Shareholders
(a) Shareholders are to ensure that the stewardship of the directors is effective.
(b) Shareholders should ensure they are informed on the Company, take an interest in the
composition of, and performance by the Board and its Committees, and should not involve
themselves directly in the affairs of the Company.
(c) Shareholders should not seek access to price-sensitive Company information not generally
available.

Any disclosure of price sensitive information will be circulated to all directors before being released to
the ASX. Every effort will be made to secure the approval of the Chairman and at least one other
director before the release is made however the lack of availability of these persons will not prevent
compliance with the Company’s continuous disclosure obligations.

The Company Secretary has primary responsibility for:
· ensuring the Company complies with its disclosure obligations;
· monitoring compliance with this document; and
· deciding what information is to be disclosed to the market.


6. Breaches of Protocols, Policies and Procedures
Any breach of this document may result in significant damage to the Company’s reputation. In
addition, failure to follow any of the requirements outlined in this document may constitute a breach of
the Corporations Act and/or the ASX Listing Rules. If this occurs, enforcement action may be taken
and substantial penalties may be imposed against the Company and/or its directors and/or officers.
Any breach of this document will be investigated by the Company Secretary and, in accordance with
the Company’s Code of Conduct, may lead to disciplinary action against an employee, including
dismissal.

SENATAS CORPORATION LIMITED
CODE OF CONDUCT
Senetas Corporation Limited is committed to promoting integrity and maintaining the highest standard
of ethical conduct in all of its activities. Our business success is dependent on trusting relationships
which are built on this foundation of integrity. Our reputation is founded on the personal integrity of the
Company’s personnel and our dedication to:
HONESTY in communicating with the Company and our suppliers and customers, while at the same
time protecting the Company’s confidential information.
QUALITY in our products and services.
RESPONSIBILITY for our words and actions, which confirms our commitment to do what we say.
COMPASSION in our relationships with our employees and the communities in which we do business.
FAIRNESS to our fellow employees, shareholders, customers and suppliers through adherence to all
applicable laws, regulations and policies, and a high standard of behaviour.
RESPECT to our fellow employees, shareholders, customers and suppliers while showing willingness
to solicit their opinions and value their feedback.