Security Trading Policy
The Infigen Energy ("Infigen") Security Trading Policy regulates the manner in which Directors of Infigen entities and staff can trade in Infigen securities and other financial products relating to the performance of Infigen securities, such as options, warrants, contracts for differences etc. The Policy requires that Directors and staff conduct their personal investment activity in a manner that is lawful and avoids conflicts of interests between their personal interests and the interests of Infigen.
The specific objective of the Policy is to clearly specify the obligations and procedures for Directors and staff in relation to trading in Infigen securities so as to:
- minimise any potential for breach of the prohibitions on insider trading contained in the Corporations Act; and
- minimise the chance that misunderstandings or suspicions arise regarding Director or staff trading.
The Policy specifies trading windows as the periods during which trading in Infigen securities can occur. These trading windows will generally be the eight week period following the release of Infigen's full year or half year results and the offer period under any prospectus. However, these trading windows will not automatically be opened for these periods. A decision is made prior to each potential window to determine whether it is appropriate to open the trading window at that particular time. Also, following the opening of a trading window, the window may be closed at any earlier time if appropriate.
The Infigen Boards may also authorise the opening of trading windows at other times.
In accordance with the Security Trading Policy, trading in Infigen securities is prohibited by Directors and staff despite a trading window being open if the relevant person is in possession of non-public price sensitive information regarding Infigen.
The Policy sets out specific procedures to be followed by Directors and staff in relation to trading in Infigen securities during a trading window:
- Directors/staff are required to provide prior notice of an intention to trade in Infigen securities, including the details of the proposed trading; once a trade in Infigen securities is completed, the Director/staff must report the details of the trading; and
- an ongoing monitoring program has been implemented which undertakes reconciliations of pre-trading notifications against broker confirmations and dealing activity statements.
The Policy also:
- prohibits Directors and staff communicating non-public price sensitive information to another person who might then trade in Infigen securities, or procure another person to trade in Infigen securities;
- provides an obligation on Directors and staff to ensure that any third parties who come into possession of non-public price sensitive information preserve the confidentiality of that information and do not trade whilst in possession of that information;
- extends the restrictions on trading in Infigen securities to the extent it is within staff members' power to do so, to:
- a spouse or partner of a Director or staff member;
- other relevant family members of Directors and staff;
- a company or trust over which the Director or staff member has influence or control;
- a trust where the Director or staff member is a beneficiary; and
- any other person over whom a Director or staff member has investment control or influence,
- prohibits a Director or staff member trading in securities of other listed entities with which Infigen may be dealing and where that Director or staff member possesses non-public price sensitive information concerning the other listed entity; and
- provides that Directors and staff may accept a takeover bid or sell Infigen securities under a Scheme of Arrangement in respect of Infigen.
<< Corporate Governance