Marathon Resources Ltd (“the Company”) has implemented a Share Trading Policy which regulates the manner in which Directors and employees can buy or sell shares in the Company and other publicly traded shares in companies which may be affected by the activities of the Company, and requires that they conduct their personal investment activities in a manner that is lawful and avoids conflicts between their own interests and those of the Company. The policy is specifically designed to raise awareness and minimise any potential for breach of the prohibitions on insider trading contained in the Corporations Act.
- Whenever you have inside information which may affect the value of shares, you must not:
- trade in those shares; or
- communicate the information to anyone else
- This policy applies to:
- Executive and non-executive directors;
- full-time, part-time and casual employees; and
- contractors, consultants and advisers
- For the purposes of this policy, trading in shares includes:
- subscribing for buying, selling or entering into an agreement to do any of those things
- advising, procuring or encouraging another person (such as a family member, friend, associate, colleague, broker, financial planner, investment adviser, family company or family trust) to trade in shares
- Inside information is information that
- is not generally available to people who commonly invest in shares
- if it was generally available, would (or would be likely to) influence experienced investors in deciding whether or not to subscribe for, purchase or sell the Company shares
- In broad terms, you will commit insider trading if you:
- trade in Company shares or shares of another entity while you have inside information; or
- communicate inside information to another person knowing (or where you should reasonably have known) that the other person would, or would be likely, to use that information to deal in, or procure someone else to trade in, shares.
- Individuals who contravene the insider trading provisions of the Corporations Act are liable to prosecution or to a civil penalty action by the Australian Securities and Investments Commission. As at 30 June 2008, in a criminal prosecution the maximum penalty for an individual is $220,000 and/or 5 years imprisonment. In a civil penalty proceeding a penalty of up to $200,000 may be imposed. In both cases the offender may be ordered to pay compensation to anyone who suffered loss as a result of the insider trading.
- Communicating information includes passing it on to another person, such as a family member, friend, associate, colleague, broker, financial planner, investment adviser, family company or family trust
- Dealing by employees (subject to the rules of any applicable Company equity-based plan) in the following circumstances
- you can trade in Company shares at any time provided you do not have inside information and are not involved in short term or speculative trading;
- you should review this policy prior to trading; and
- you are not required to notify the Company if you intend to trade in any other company shares or after you have traded in such shares
- you are required to notify the Company if you intend to trade in Company shares and after you have traded in such shares
- Dealing by directors and key executives
- if you are a director and you intend to trade in Company shares, you must first notify the Chairman of the Board of Directors in writing or by email of your intention to trade.
- if you are a key executive and you intend to trade in Company shares, you must first notify the General Manager (“GM”) in writing or by email of your intention to trade. If you are the GM, you must notify the Chairman of the Board of Directors.
- In addition to the insider trading and other restrictions in this policy, you also owe a duty of confidentiality to the Company. You must not reveal any confidential information concerning the Company, use that information in any way which may injure or cause loss to the Company or use that information to gain an advantage for yourself.
- Under the Corporations Act breach of these duties may result in:
- liability for a civil penalty;
- criminal liability if recklessness or dishonesty is involved; and/or
- liability to compensate the Company for any damage it suffers as a result of the disclosure.
- Strict compliance with this policy is mandatory for all Company personnel covered by this policy
- Contravention of the Corporations Act is a serious matter which may result in criminal or civil liability
- In addition, breaches of this policy may damage the Company’s reputation in the investment community and undermine confidence in the market for Company shares. Accordingly, breaches will be taken very seriously by the Company and will be subject to disciplinary action, including possible termination of a person’s employment or appointment.
Many companies have trading windows as periods during which trading in shares issued by the Company can occur. These trading windows will generally be the eight week period following the release of the Company’s full year or half year results, the one month period following the Company’s Annual General Meeting, and the offer period under any prospectus.
The Company of is of the view that it is not presently of a size or complexity to require formal trading windows.
