Code of Ethics

1. Purpose

The Board of Directors (Board) of Mackersy Property Limited (Company) has adopted the following Code of Ethics (Code) to apply to the Company’s Directors and team.

The Code is intended to focus Directors and team members on areas of ethical risk, provide guidance on recognising ethical issues, describe the process of reporting unethical conduct, foster a culture of honesty and accountability, deter wrongdoing, promote fair, accurate disclosure, and champion transparency and fiduciary responsibility.

No Code or policy can anticipate every situation, so the Company’s Code is to be read as a set of guiding principles.

Team members are encouraged to bring questions about particular sets of facts involving the Code to the attention of a Team Leader or Director. Directors and Team Leaders should refer such questions to the Board, so that where appropriate external legal advice may be sought.

2. Introduction

Every Director and team member is expected to adhere to a high standard of ethical conduct.

The reputation of the Company depends on the way Directors and team members conduct business and the way the public perceives their conduct.

Unethical actions, or the appearance of unethical action, are unacceptable.

Directors and team members are expected to be guided by the following principles in carrying out their responsibilities:

  • Loyalty:

Directors and team members should not be, or appear to be, subject to influences, interests or relationships conflicting with the interests of the Company or its investors. Directors must act in accordance with the directors’ duties set out in the Companies Act 1993, which includes the duty to act in good faith and in what a Director believes to be the best interests of the Company.

  • Compliance with Applicable Laws:

Directors and team members are expected to comply with all legislation and regulations affecting the Company’s operations.

  • Observance of Ethical Standards:

Directors and team members must adhere to high ethical standards in the conduct of their duties, demonstrating the ability to be honest, open, accountable and fair in their dealings with one another, the investors and the public.

3. Integrity of Records and Public Reporting

Directors and team members should promote the accurate and reliable preparation and maintenance of the Company’s financial and other records. Diligence in accurately preparing and maintaining the Company’s records allows the Company to fulfil its reporting obligations and to provide stakeholders, governmental authorities, investors and the general public with full, fair, accurate, timely and understandable disclosure. In this regard, Directors and team members (where applicable) should:

(a) accurately document and account for transactions on the books and records of the Company; and

(b) diligently maintain reports, vouchers, bills, invoices, payroll and service records, business measurement and performance records and other essential data.

Senior financial officers must also ensure that they produce full, fair, accurate, timely and understandable disclosure in reports to the Board and the investors.

4. Conflict of Interest

Directors and team members must handle actual or apparent conflicts of interest between themselves and the Company ethically.

Any situation involving a conflict of interest with the Company should be disclosed promptly. Employees should report any conflict of interest by bringing it to the attention of their Team Leader. Directors should bring the conflict of interest to the attention of the Board, who will consult with external legal counsel if appropriate.

A “conflict of interest” can occur when an individual’s personal interests are adverse to, or appear to be adverse to, the interests of the Company. Conflicts of interest also can arise when an individual, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position within the Company. “Immediate family” includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law or anyone who shares that person’s home.

This Code does not attempt to describe all possible conflicts of interest which could develop. Some of the more common conflicts from which Directors and team members must refrain, however, are set out below.

  • Improper conduct and activities:

Directors and team members may not engage in any conduct or activity inconsistent with the Company’s interests or likely to disrupt or impair the Company’s relationship with any person or entity with which the Company has or may enter a business or contractual relationship.

  • Compensation from non-Company sources:

Directors and team members may not accept compensation (in any form) for services performed for the Company from any source other than the Company.

  • Gifts:

Directors and team members and members of their immediate families may not accept gifts from persons or entities where any such gift is being made in order to influence their actions in their position with the Company, or where acceptance of the gift could create the appearance of a conflict of interest or imply an obligation to the donor to be called in the future.

  • Personal use of Company assets:

Directors and team members may not use Company assets, labour or information for personal use, other than incidental personal use, unless such use is either (i) part of a compensation or expense reimbursement program, or (ii) approved by an authorised person. In the case of use by a team member, the authorised person will be the team member’s Team Leader.

5. Corporate Opportunities

Directors and team members are prohibited from: (a) taking for themselves personally opportunities related to the Company’s business; (b) using the Company’s property or information, or their position in it for personal gain; or (c) competing with the Company for business opportunities.

6. Confidentiality

Directors and team members will maintain the confidentiality of information entrusted to them by the Company and its investors, along with any other confidential information about the Company, its business operations or suppliers, which comes to them, from whatever source, except when disclosure is authorised or legally mandated. For purposes of this Code, “confidential information” includes all non-public information relating to the Company, its business, investors and referrers, and its suppliers.

7. Compliance with Laws, Rules and Regulations

Directors and team members will comply with all legislation and regulations applicable to the operation of the Company, including insider trading laws.

8. Reporting Illegal or Unethical Behaviour

Team members should report any actual or suspected violations of this Code promptly by bringing them to the attention of their Team Leader.

Directors and officers should communicate any actual or suspected violations of this Code (and any concerns regarding accounting or auditing matters) to the Board.

Reported violations of this Code will be investigated by the Board or by a person or persons designated by the Board, except in the case of matters relating to accounting, internal accounting controls and auditing matters. Appropriate disciplinary action will be taken in the event of any violations of this Code, up to and including termination. Directors, officers and employees may not be retaliated against for reporting actual or suspected violations of this Code in good faith. If a Director, officer or employee believes that he or she has been discharged, disciplined or otherwise penalised for reporting a violation in good faith, he or she should immediately report that belief to the Board.

9. Waivers

Any waivers of this Code for Directors and team members must be approved by the Board.

For any inquiries regarding this Statement, or with any concerns or complaints, please contact