1. General Policy
1.1 The general policy is that all Company Personnel must at all times comply with all legal requirements related to share trading, particularly whilst in possession of any price sensitive information which has not been released to the public. This applies to both trading in securities on or off the market, or in relation to shares or options held pursuant to the Company’s Employee Share / Option Incentive Plan. Company Personnel are encouraged but not required to follow a long term investment policy with respect to their holdings in the Company securities.
1.2 This Policy is not intended to limit the legal liability or responsibility of any Company Personnel in relation to share trading.
2. General Restrictions when in Possession of Inside Information
2.1 Insider trading laws
2.1.1 Insider trading by all Company Personnel is illegal and is prohibited. If a person is in possession of any unpublished price-sensitive information, it is a criminal offence to take advantage for personal gain or that of an associate.
2.1.2 Price-sensitive information is any information which if it were generally available, a reasonable person would expect to have a material effect on the price or value of the Company securities, or would be likely to influence a person in deciding whether to buy or sell the Company securities.
2.2 Confidential information
2.2.1 Company Personnel also have a duty of confidentiality to the Company. A person must not reveal any confidential information concerning the Company to any unauthorized third party; use that information in any way which may cause loss to the Company, or use that information to gain an advantage for themselves or anyone else.
3. Allowable Trading
Company Personnel will be permitted to trade in Company securities at any time except:
at any time between the end of a quarter (30 September, 31 December, 31 March and 30 June) and the date on the Quarterly Activities Report is lodged on the ASX (“Closed Period”), except when the person has received written consent to trade during a Closed Period;
at any time when the person is in possession of price sensitive information which has not been announced to the market; and
at any other time which may be prohibited by law or the ASX from time to time.
4. Prohibited Trading
Trading in Company securities by Company Personnel is permitted at all times other than those prohibited in paragraph 3.
5. Excluded Trading
Company Personnel may trade in Company securities during a closed period if that trading falls within one of the following categories of “excluded trading”
5.1 transfers of Company securities already held from a restricted person’s own name into a superannuation fund to which the restricted person is a beneficiary;
5.2 an investment in, or trading in units of, a fund or other scheme (other than a scheme only investing in Company securities) where the assets of the fund or other scheme are invested at the discretion of a third party;
5.3 undertakings to accept, or the acceptance of, a takeover offer;
5.4 trading under an offer or invitation made to all or most of the Company’s members such as, a rights issue, a security purchase plan, a dividend or distribution reinvestment plan or an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board;
5.5 a disposal of Company securities that is the result of a secured lender exercising their rights, for example, under a margin lending arrangement; or
5.6 trading under any Company employee incentive scheme in accordance with the rules of a Board approved Incentive Plan.
6. Procedure for obtaining written consent
A restricted person who wishes to trade in Company Securities during a period of Prohibited Trading (Applicant) must obtain the prior written permission (whether by letter, facsimile, electronic or other form of visible communication) of:
6.1 the Chairman and the Company Secretary; or
6.2 where the Chairman or the Company Secretary is the Applicant, the other of them and a director.
6.3 the restricted person is in severe financial hardship or other exceptional circumstances exist; and
6.4 the Approvers are satisfied that there is no inside information which has not been disclosed to ASX Limited.
7. Financial Information
If the Company commences production, this Policy may be extended or varied as necessary to cover share trading at any times when market sensitive financial information may be or become available to Company Personnel.
8. Informing the Company and the ASX
8.1 Directors must comply with all ASX and statutory requirements and advise the secretary in writing of the details of completed transactions, which is presently required within 2 days of each transaction.
8.2 The Company will notify the ASX in writing of any changes in directors’ holdings or interests in securities as is required by law.
The Directors may review and modify this policy from time to time as they see fit.
Eden Energy Ltd (“Eden”) is will use its reasonable endeavors to provide effective communication to shareholders and to ensure ready access to material information.
In accordance with the ASX Listing Rules, the Company adheres to the continuous disclosure requirements, and will promptly release to the Australian Securities Exchange (“ASX”) all material information.
Eden aims to ensure that all information released to the ASX will be posted on the Company’s website as soon as possible after its release as practicable.
Shareholders may access information in the following methods
- ASX Announcements on the ASX website
- Eden Website
- General Meetings
Eden may respond to an individual request, if practicable, bearing in mind that Eden has only limited resources and personnel. No information that is not publicly available will be provided in response to any such request to any individual.
Continuous Disclosure Obligations
Eden intends at all times to comply with all relevant laws, regulations and rules in respect of the continuous disclosure policy.
The Shareholder Communications Policy complements Eden Energy Ltd Continuous Disclosure Policy. Both policies aim to provide access to company information for all stakeholders.
Reports to Shareholders
Eden produces Quarterly, Half Yearly and Annual Reports in accordance with the Corporations Act and the ASX Listing Rules which are made available through the ASX website, on Eden’s website, or otherwise as may be required by the Corporations Act.
Eden will convene Shareholder meetings in accordance with the Corporations Act and the ASX Listing Rules. At any Annual General Meeting held by Eden the Shareholders are entitled to put questions to the Board, Management and Company’s Auditor. The external auditor attends the Annual General Meeting and is available to answer questions about the conduct of the audit and the preparation of the content of the Auditor’s Report.
The objective of this policy is to assist in the management and effective delivery of material price sensitive information by Eden Energy Ltd (“Eden” or the “Company”) to shareholders and market participants, and to assist Eden in complying with the continuous disclosure obligations of the ASX Listing Rules and the Corporations Act.
This policy applies to the following persons:
- all Directors;
- all Executives or Officers reporting directly to the Executive Chairman and
- any other employees or contractors of the Company considered appropriate and nominated by the Chairman from time to time,
(“the Company Personnel”).
Obligation of Disclosure
The continuous disclosure provisions of the Corporations Act and the ASX Listing Rules require all material information to be released to the market in accordance with Listing Rule 3.1
Listing Rule 3.1 requires immediate disclosure of any information concerning the Company of which a reasonable person would expect to have material effect on the price or value of shares and/or other securities of the Company.
Information may not be disclosed where it would not be in the best interests of Eden, and the following circumstances apply:
A reasonable person would not expect the information to be disclosed;
The information is confidential and ASX has not informed the Company that they have formed the view that the information has ceased to be confidential; and
One or more of the following conditions apply:
- Disclosure would breach a law
- It concerns an incomplete proposal or negotiation
- It comprises matters of supposition or is insufficiently definite to warrant disclosure
- It is generated for internal management purposes of ASX
- It is a trade secret.
Possession of Material Information
Listing Rule 19.12 provides that a company will be deemed to have become aware of information where the Director or Officer has, or ought reasonably to have, come into possession of the information in the course of the performance of their duties as a Director or Officer of that company.
Company Personnel are required to acquaint themselves not only with their personal obligations of disclosure, but also the disclosure obligations imposed on the Company.
Eden as a listed company has an obligation under Chapter 3 of the Listing Rules to make continuous disclosure. This is an obligation to advise the market as soon as events and developments occur which result in the information that a reasonable person would expect to have a material effect on the price or value of Eden’s securities.
- The obligation is not absolute and there are a number of exceptions to when “price sensitive information” need not be disclosed, as detailed above.
- Accordingly, there will be occasions where price sensitive information is in the possession of some or all of the Company Personnel and not yet released to the market, nor required to be released, and such information must be kept confidential.
In relation to the half-yearly and annual reports, these reports will contain financial information concerning Eden. Before and during preparation of the audited half yearly and annual reports, some or all of the Company Personnel will have access to the financial figures based on the data coming from the management accounts. That material may, in appropriate circumstances, be price sensitive information which is not yet released and at all times must be kept confidential, by all Company Personnel.
Listing Rule 3.1B provides that if the ASX considers there is or likely to be a false market in a company’s security, it can request the company to provide the ASX with information to correct or prevent a false market. Eden will provide the ASX with the relevant information as is necessary to correct or prevent the false market. The extent of the information to be provided by Eden will depend on the perceived nature of the false market and the information requested by the ASX.
ASX is likely to consider that there is or likely to be a false market in a company’s shares or securities if there is a reasonably specific rumor or media comment in relation to a company that has not been clarified or confirmed by an announcement to the ASX, and there is evidence that the market price of that company’s securities is moving in a way referable to such a rumor or comment. The ASX may require disclosure in these circumstances even when the Exceptions above are met.
Executive Chairman’s Obligation
The Executive Chairman is primarily responsible for ensuring that Eden complies with its disclosure obligations and is primarily responsible for deciding what information will be disclosed. In consultation with appropriate personnel, a decision will be made by the Executive Chairman about whether or not to disclose the information, take any necessary steps to protect its confidentiality, or take steps to prevent a false market.
The Company Secretary will communicate with the ASX in relation to Listing Rule matters including lodging disclosures and announcements. The Company Secretary shall advise the Company Personnel of Eden on all disclosure obligations, policies and procedures.
Obligations to Notify the Executive Chairman
Should any information come to light about Eden which may need to be released, all Company Personnel are obliged to bring that information to the attention of the Executive Chairman with all possible expediency. Initial notification should be given directly to the Executive Chairman. In the absence of the Executive Chairman notification should be given to the Company Secretary. Until a decision as to whether or not to disclose information has been made, all Company Personnel must treat the information as strictly confidential.
Unless otherwise advised the nominated spokesperson for Eden is the Executive Chairman and any other person authorised by the Executive Chairman.
The spokespersons are entitled to clarify information publicly released through the ASX, but they should not add to or reveal any additional information which may be considered as price sensitive.
It is the policy of Eden not to comment upon market rumors or speculation.
If it is assessed to be in the best interest of shareholders, Eden reserves the right to make comment if information is factually incorrect or misinterpreted. Eden will comment on market rumors if asked to do so by the ASX.
Communication of Information
All information which would be expected to have a material effect on the price or value of Eden securities will be released by the Company to ASX as soon as practicable. All such information disclosed to the ASX in compliance with this policy will where reasonably possible be promptly placed on the Eden website following release of the information by the ASX.
At times it may be necessary to request a trading halt from ASX to ensure orderly trading in Eden securities. The Executive Chairman (or, in his absence, the other Directors) will make all decisions in relation to trading halts. No other Company Personnel is authorised to seek a trading halt except with the approval of the Executive Chairman or in his absence the approval of the other Directors.
Contact with the market
Eden interacts regularly with the market in a variety of additional ways. These include presentations at conferences to the media, analysts and investors, and may include one on one briefings or general discussions to a wider audience.
Eden recognises that it is important to have such market discussions, but also recognizes that price sensitive information which has not been released to the market is not to be communicated during these discussions.
Review of analyst reports
Eden recognizes the important role performed by analysts in assisting the establishment of an efficient market with respect to Eden securities. However, Eden is not responsible for, and does not necessarily endorse, analyst reports that contain commentary on Eden.
Financial Projections and Reports
Eden’s financial projections and reports will be publicly disclosed as and when required by the ASX Listing Rules and other Laws.
Disclosure of Corporate Governance Compliance
Eden will make publicly available by posting on the Eden website in the Corporate Governance section, all information as Eden is required to disclose as a consequence of the reporting requirements specified in the ASX Corporate Governance Council Recommendations.
Code of Conduct
Directors, officers, employees and contractors should consistently maintain their integrity whilst carrying out their duties by avoiding conflicts between their private interests and their responsibilities, in particular:
- Financial and personal relationships.
- Receipt of gifts and other benefits.
- Use of confidential information.
- External activities and public comment
Respect for Persons
Directors, officers, employees and contractors should approach dealings with other persons equitably and with respect. This involves:
- Courtesy and responsiveness in dealing with others.
- Fairness in supervision and dealing with other staff by valuing colleagues and their personal commitment to meet shared objectives.
- Encouraging cooperation and engaging rational debate to accomplish alternative points of view.
- Avoiding behaviour that might reasonably be perceived as harassment, bullying or intimidation.
- Understanding and responding to the needs of our business partners and other stakeholders.
Respect for the Law and Ethics
Directors, officers, employees and contractors should respect the law and act accordingly by observing and respecting the laws, customs and business methods of all countries in which we operate to the extent that we adhere to the underlying principles of our Code of Conduct. They must also promote ethical behaviour and not engage in any conduct likely to bring discredit to the Company.
Environment Health and Safety
Directors, officers, employees and contractors should take into account the impact of environmental, health and safety issues when making business decisions, in particular compliance with local laws.
Economy and Efficiency
Directors, officers, employees and contractors should carry out their roles in a cost-effective and responsible manner. This includes:
- Using Eden property and equipment only for authorised company business
- Avoiding waste of company resources
- Maintaining adequate security over Eden property and resources.
Directors, officers, employees and contractors should carry out their roles in a cost-effective and responsible manner. This includes:
- Endeavouring to achieve the highest standards of performance and adhering to professional codes of conduct where applicable.
- Exercising care for others in employment-related activities.
- Taking responsibility for all issues for which we have control.
- Reporting fraudulent or corrupt activities.
Corporate Governance Statement
To view our corporate governance statement please click below.