Code of Conduct

Introduction 

This Code applies to Cooper Energy Limited and all of its subsidiaries (Cooper Energy) and sets out the standards of behavior expected of all Cooper Energy employees, directors, officers, contractors and consultants (Personnel). 

All Cooper Energy stakeholders – shareholders, employees, customers, suppliers, creditors and the broader community – are entitled to expect Cooper Energy to manage its business and make its decisions with care, integrity and fairness. Cooper Energy is, and expects its Personnel to be, committed to doing so.

Acting in a manner consistent with this Code, and with Cooper Energy’s corporate values and its other corporate governance policies and procedures, will assist Cooper Energy in effectively managing its operating risks and meeting its legal and compliance obligations, as well as enhancing Cooper Energy’s corporate reputation and its total shareholder return.

Key principles

All Personnel are expected to: 

  • operate  with  care,  prioritising  the  safety  and  health  of  all  Personnel  and  the environment and the communities in which Cooper Energy operates:
  • act honestly and with high standards of personal integrity;
  • comply with the laws and regulations that apply to Cooper Energy and its operations;
  • not knowingly participate in any illegal or unethical activity; 
  • not misuse or take advantage of the property or information of, or their position in, Cooper Energy for personal gain or to cause detriment to Cooper Energy; 
  • act in the best interests of Cooper Energy and not enter into any arrangement or participate in any activity that would conflict with Cooper Energy’s best interests or that would be likely to negatively affect Cooper Energy’s reputation; and
  • strive to be a good corporate citizen and achieve community respect.

Cooper Energy has a range of policies that underpin this Code. These policies are designed to foster and maintain ethical business conduct within Cooper Energy and govern such things as workplace and human resources practices, handling of confidential information, insider trading, risk management and legal compliance. These policies are available on the Company’s intranet and from the Company Secretary and, where necessary or appropriate, are published on the Cooper Energy website and incorporated into contracting agreements. All Personnel are expected to be familiar, and comply, with these policies.

Acting with care

Cooper Energy prioritises safety, health, the environment and community. It seeks to be aware of and respond appropriately to its responsibilities with respect to these matters. In practice, this means having a commitment to transparency, fair dealing, responsible treatment of employees and partners and constructive associations with the communities with which Cooper Energy interacts. Cooper Energy has in place a range of policies dealing with Health Safety, Environment and the Community. All Personnel must comply with these policies and ensure that appropriate care is integrated into the culture of Cooper Energy at all levels.

Behaviour of Personnel

All Personnel must discharge their duties with honesty and integrity. This Code, and Cooper Energy’s corporate values and other applicable policies and procedures, set out the principles of the conduct that is expected from Personnel.

Compliance with laws

All Personnel must observe the rule and spirit of all laws and regulations, and requirements of regulatory and professional bodies, which apply to Cooper Energy and its operations.

Cooper Energy has systems in place for monitoring and managing compliance, with laws, regulations and other key obligations including financial reporting. Cooper Energy and Personnel will be accountable for their actions.

Illegal or unethical behaviour

Under no circumstances will any Personnel engage in any conduct which may constitute, or may be perceived to constitute, illegal or unethical  activity. Such activity includes, for example, the giving or receiving of bribes, facilitation payments, inducements, commissions or other improper benefits (whether or not such conduct has the purpose of furthering Cooper Energy’s or the Personnel’s interests).

Cooper Energy has a procedure in place for individuals to (anonymously) bring illegal or unethical activity to the attention of the Managing Director (or the Board as appropriate) for investigation. The procedure is set out in Cooper Energy’s Whistleblower Policy.

Use of assets

Cooper Energy’s assets are critical to its business and future success. Personnel must ensure that Cooper Energy’s assets are used for legitimate Cooper Energy purposes and in the best interests of Cooper Energy.

Confidential information 

All Personnel must ensure that Cooper Energy’s confidential information is kept confidential. Personnel must not disclose to any person, any Cooper Energy confidential information unless specific authorisation has been given, or disclosure or use is required by law. Personnel must not use Cooper Energy’s confidential information in an improper way.

All Personnel must comply with Cooper Energy’s Privacy Policy. 

All Personnel must comply with Cooper Energy’s Securities Dealing Policy and with insider trading laws generally to ensure that non-public price sensitive information about Cooper Energy is not used inappropriately when dealing with Cooper Energy‘s securities.

The Managing Director and certain other senior executives are expressly authorised to make public comments representing the official views of Cooper Energy. Other Personnel must not make public comments.

Conflicts of interest 

Personnel must act in the best interests of Cooper Energy. Potential for conflict of interest arises when it is likely that Personnel could be influenced, or it could be perceived that Personnel are influenced, by a personal interest when carrying out their duties for Cooper Energy. Conflicts of interest that lead to biased decision making may constitute illegal or unethical conduct.

It is each Personnel’s responsibility to avoid any conflict that could compromise their ability to perform their duties impartially. All Personnel must report any potential or actual conflicts of interest to their manager or the Managing Director (or to the Chairman in the case of directors). 

If uncertain whether a conflict exists, Personnel should discuss that matter with their manager or the Managing Director (or the Chairman in the case of directors).

Acting fairly and responsibly and being a good corporate citizen

Cooper Energy aims to produce positive outcomes for all stakeholders in managing its business and to maximise financial, social and environmental value from its activities.

Sustainable and responsible business practices within Cooper Energy are viewed as an important long term driver of performance and shareholder value. Through such practices Cooper Energy seeks to reduce operational and reputation risk and enhance efficiency while contributing to a more sustainable society.

Cooper Energy values diversity and difference and seeks to act without prejudice. Personnel are expected to do the same. Personnel must not discriminate, victimise intimidate or harass any other person. Cooper Energy has an Equal Employment Opportunity & Diversity Policy and a Bullying and Harassment Policy which it, and Personnel, are required to comply with.

Compliance with Code

This Code is promoted to all Personnel and disclosed on Cooper Energy’s website for reference by all stakeholders.

Strict compliance with this Code is mandatory. Breaches will be taken seriously and may be subject to disciplinary action, up to and including termination of a person's employment or appointment.

Actual or suspected breaches of this Code should be reported to the Managing Director or for Directors, the Chairman.

Reviews 

This Code may be reviewed by the Board from time to time and any proposed amendments approved by the Board.

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