Code of Conduct for Dealing in Securities
This Code of Conduct for Dealing in Securities (“Code”) sets out the requirements for Directors, employees, consultants and contractors of New World Energy (collectively “New World Energy Personnel”) dealing in New World Energy securities. In order to ensure that New World Energy Personnel do not inadvertently breach the insider trading provisions of the Corporations Act, New World Energy Personnel are only permitted to deal in New World Energy securities in limited circumstances determined by this Code. These limited circumstances are called “trading windows” and are determined by the provisions of this Code.
Even during trading windows, a securities dealing written request must be submitted to and approved by the Chair or his delegate prior to any dealing in New World Energy securities.
Subject to the overriding restriction that persons may not deal in any securities when they are in possession of inside information, New World Energy Personnel may not deal in New World Energy securities during certain periods as set out in this Code.
2. Prohibited Conduct Under Insider Trading Provisions
(a) As a matter of law, all New World Energy Personnel must not deal (meaning any change whatsoever including, but not limited to, any sale, purchase, exercise of options (even if due to expire), discharge of any right or obligation, or transfer) in New World Energy securities where:
- They possess information which is not generally available;
- That information may have a material effect on the price or value of New World Energy securities; and
- They know or ought reasonably to know that the information is not generally available and if it were it might have a material effect on the price of New World Energy securities, as such information constitutes inside information.
(b) New World Energy Personnel with inside information must comply with this policy in relation to insider trading which has been approved by the Board.
2.2 Other Companies
The laws regarding insider trading extend to dealings in securities of any companies about which a person possesses material price sensitive information which is not generally available including for example, companies in a joint venture with New World Energy.
3. Policy for Dealing in Securities
Subject to the restriction that no New World Energy Personnel must deal in any securities when they are in possession of inside information, the following restrictions also apply:
(a)New World Energy Personnel are not permitted to deal in New World Energy securities in the following periods:
- Two weeks before the release of New World Energy’s quarterly reports;
- Two weeks before the release of New World Energy’s annual results; and
- Two weeks before the release of New World Energy’s half yearly report.
(b) New World Energy Personnel are not permitted to deal in New World Energy securities on the day of release or the day immediately following the release of quarterly, half yearly or annual financial results.
(c)New World Energy Personnel are not permitted to deal in New World Energy securities during a trading window when there exists any matter which constitutes inside information in relation to New World Energy securities (whether or not such person has knowledge of such matter) and the proposed dealing would (if permitted) take place before the time when it has become reasonably probable that an announcement will be required in relation to that matter. This is a measure for the benefit and protection of New World Energy Personnel and New World Energy to ensure dealing in New World Energy securities by New World Energy Personnel is, at all times, transparent and free of any potential controversy.
Company options for ordinary shares may only be exercised in accordance with the terms and conditions of those options and in accordance with the requirements governing their issue, and, further, in accordance with this Code. In addition, any dealing of New World Energy securities acquired upon exercise of options must only occur in accordance with this Code.
Where options are held by any New World Energy Personnel and the expiry date of those options is imminent, special permission for exercise may need to be obtained from the relevant stock exchanges on which the Company is listed if the application of this Code would otherwise prevent exercise of those options.
4. Clearance Request
All New World Energy Personnel wishing to deal in New World Energy securities within a trading window must make a request for approval. The Chairman will determine each request.
5. General Observations
If any New World Energy person possesses inside information that is not generally available, such person is prohibited from procuring any other person to deal in those securities and from directly or indirectly communicating the information to another person who the New World Energy person believes is likely to deal in, or procure another person to deal in, those securities.
It is important that any New World Energy person who possesses inside information that is not generally available does not recommend or otherwise suggest to any person or associates (including a spouse, relative, friend or any trustee of a trust or family company) to deal in New World Energy securities.
Accordingly, this Code applies equally to persons acting for New World Energy Personnel or with whom it may appear New World Energy Personnel may communicate the inside information – that is, the spouse, children, family trusts, family companies of New World Energy Personnel or other associates of New World Energy Personnel must not deal in New World Energy securities otherwise than in accordance with this Code.
New World Energy Personnel should also ensure that before any external body of which they are a member, director, representative or trustee (for example, personal or family superannuation funds) undertakes any transaction regarding New World Energy securities, that any dealing in New World Energy securities complies with this Code.
This Code will be administered by the Company Secretary with input from the Chair. The Company Secretary will be available to answer any questions you may have in relation to it. However, neither New World Energy nor the Company Secretary is to be held responsible for any answers or any act or omission by you in reliance on those answers. It is your responsibility to comply with the law so if you are in any doubt you should obtain your own legal advice.
This Code is subject to regular review by the Board and will be amended as and when appropriate.
Adopted by resolution of directors dated 20 October 2009