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Corporate Governance

Oval comp Group 2 comp

Damstra Technology

A leading provider of integrated workplace management solutions
across the globe focusing on
industries where compliance and safety is a must

Global leader in workplace management solutions

Since 2002, we have grown from providing contractor solutions to the mining industry in Australia to being a leading workplace management solution provider globally.

Our investment in technology, product innovation and people has driven our business growth and today we provide our workplace solutions to many of the world's largest organisations.

Global 2

Our innovative, expanding product suite

Our business growth is product and innovation driven through the continuous expansion of our all-in-one platform that integrates SaaS software with access control hardware.

Our product innovation is inspired by our clients, follows a modular product design and has led to the expansion of our product suite from workforce management integrated with access control, to asset tracking, learning management and more recently HSE management.

Investor img2

Our growing client base across the globe

Our clients are from a diverse range of industries, consisting of blue-chip companies in the mining, construction, manufacturing, energy & utilities, government and a range of other sectors. 

They range from mid-sized domestic enterprises to large multinational companies, including some of the biggest mining and construction names.

Investor img3

Damstra at a glance

More than


Clients across the globe

More than

1.5 million

Users worldwide

More than

2 million

Work hours captured every month

More than


Drug and alcohol tests every month

The board is responsible for the corporate governance, including establishing and monitoring key performance goals, and is committed to maximising performance, generating appropriate levels of shareholder value and financial returns, and sustaining our long-term growth and success. In conducting business in accordance with these objectives, the Board seeks to ensure that we are properly managed to protect and enhance shareholder interests, and that we, our Directors, officers and staff operate in an appropriate environment of corporate governance. Accordingly, the Board has created a framework for managing Damstra Technology, including adopting relevant internal controls, risk management processes, and corporate governance policies, principles and practices which it believes are appropriate for our business and which are designed to promote the responsible management and conduct of Damstra Technology.


Purpose and application of this policy

Consistent with Damstra’s core values of honesty, integrity fairness and respect, Damstra is open about any employee, supplier, customer or other person dealing with Damstra having a right to raise concerns about possible non-compliance with Damstra’s Code of Conduct, any Damstra policies or procedures or applicable laws. Any such concerns can be raised with an assurance from Damstra that there will be no disadvantage or prejudice as a consequence.

This policy sets out:

  • who is entitled to protection as a Whistleblower under this policy;
  • the protections Whistleblowers are entitled to; and
  • how disclosures made by Whistleblowers will be handled by our Group.

This policy is made available to Group Officers and employees on the Group’s Self Service System and can be found on Damstra’s website. All Group Officers, employees and contractors must comply with this policy.

How does this policy interact with Statutory Whistleblower Regimes?

This policy complies with section 1317AI of the Corporations Act. By making a disclosure in accordance with this policy, you may be afforded protection under the Statutory Whistleblower Regimes.

This policy principally deals with internal disclosures of information. The Statutory Whistleblower Regimes also protect some types of disclosure made to external parties (such as to legal representatives, the Australian Securities and Investments Commission (ASIC), to the Commissioner of Taxation, members of parliament (MPs) or journalists). For more information about these regimes, see ASIC information sheet (INFO 238 and INFO 239).


To be treated as a Whistleblower under this policy you must:

  • be one of the individuals set out in section 2.1;
  • disclose information regarding the type of matters set out in section 2.2; and
  • disclose that information to one of the persons set out in section 2.3.

This policy also protects those who are entitled to whistleblower protection under the Statutory Whistleblower Regimes, such as those who make disclosures to legal representatives, relevant regulators, MPs or journalists in the circumstances permitted by that legislation.

Who may make a disclosure?

Disclosures can be made by a current or former:

  • Officer or employee of our Group;
  • contractor or supplier of goods and services to our Group, or their current and former employees;
  • Associate of our Group; or
  • Family Member of an individual mentioned in 2.1(a) to 2.1(c) above.

You may choose to disclose information anonymously if you wish.

What types of matters can be disclosed?

Disclosures must concern Misconduct or an Improper State of Affairs or Circumstances in relation to our Group, including by an Officer or employee of ours. But your disclosure cannot solely be about a Personal Work-related Grievance.

You must have reasonable grounds for suspecting that the information you are disclosing concerns Misconduct or an Improper State of Affairs or Circumstances in relation to our Group.

Who should I disclose to?

We encourage you to make your disclosure in writing to the Group’s Whistleblower Protection Officer:

Paul Burrows

Chief Financial Officer,

by email

Alternatively, disclosures can be made to any one of the following:

  • an Officer or Senior Manager within our Group;
  • an auditor or member of an audit team conducting an audit on our Group;
  • if the disclosure concerns our tax affairs or the tax affairs of an Associate of the Group: our registered tax agent or BAS agent, or an employee or Officer within our Group who has functions or duties relating to our tax affairs and who you consider be may be assisted in their role by knowing that information; or
  • by calling the Whistleblower hotline:
  • [from Australia, call 1800 676 787 (24 hours – 7 days); or
  • from outside Australia, call +61 2 8905 0356 (24 hours – 7 days).]


Whistleblower identity must be kept confidential

Subject to section 3.2, the identity of a Whistleblower (or information that is likely to lead to their identity becoming known) must be kept confidential unless the Whistleblower has consented to the disclosure.

Permitted exceptions

The identity of a Whistleblower (or information that is likely to lead to their identity becoming known) may be disclosed without the Whistleblower’s consent if the disclosure is made to:

  • a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to the operation of the Statutory Whistleblower Regimes;
  • the Australian Federal Police;
  • the Australian Securities and Investments Commission;
  • the Australian Prudential Regulatory Authority; or
  • the Commissioner of Taxation if the disclosure concerns the Group’s tax affairs or the tax affairs of an Associate of our Group.
  • Provision of Whistleblower information to a court or tribunal

You must not disclose or produce to a court or tribunal any information or documents which discloses the identity of a Whistleblower (or information likely to lead their identity becoming known) without seeking the advice of the Company Secretary, who can be contacted by phone 03 9614 2444 or by email


No victimisation based on Whistleblower status

You must not cause or threaten any Detriment to any person for a reason which includes that they or any other person:

  • is or proposes to be a Whistleblower; or
  • is suspected or believed to be, or could be, a Whistleblower.
  • Whistleblower immunity

You must not:

  • subject a Whistleblower to any liability or disciplinary action; or
  • enforce a remedy or exercise a right against a Whistleblower,
  • for making a disclosure.

However, a Whistleblower may be held liable for any personal misconduct revealed by their disclosure or an investigation following a disclosure.


When a disclosure is made which may fall under this policy, the following steps must be followed except where, in the opinion of the Whistleblower Protection Officer, it would be inappropriate or unreasonable in the circumstances to do so:

  • the person listed in section 2.3 who received the information must provide the information to the Whistleblower Protection Officer as soon as practicable, removing any information which identifies or may identify the discloser of the information (the potential Whistleblower) prior to doing so (unless the potential Whistleblower has provided their consent to that disclosure);
  • as soon as practicable, the Whistleblower Protection Officer must determine whether the disclosure falls within the scope of this policy and, if so, appoint an investigator with no personal interest in the matter to conduct an investigation into the matters disclosed, if they determine it to be necessary or appropriate;
  • the investigator must conduct any investigation in an objective and fair manner, ensuring to provide any employee who has been adversely mentioned in information provided by a Whistleblower an opportunity to respond to the allegations made in respect of them prior to any adverse findings being made;
  • the outcome of the investigation must be reported to the Board, and may be reported to the Whistleblower and any persons affected as the Whistleblower Protection Officer considers appropriate;
  • subject to the exceptions allowed under section 3.2 of this policy or otherwise by law, the identity of a Whistleblower (or information that is likely to lead to their identity becoming known) must be kept confidential at all times during and after the investigation (including in any reporting to the Board or to any persons affected). All persons responsible for or involved in an investigation must take all reasonable steps to reduce the risk that a Whistleblower will be identified; and
  • a Whistleblower may raise any concerns or complaints regarding this policy or their treatment with the Whistleblower Protection Officer.


Subject to the confidentiality obligations in section 3, the Whistleblower Protection Officer must provide the Board at least quarterly reports on all active Whistleblower matters, including information on:

  • the number and nature of disclosures made in the last quarter;
  • the status of any investigations underway; and
  • the outcomes of any investigations completed and actions taken as a result of those investigations.


All Group Officers and employees must attend compulsory training organised by the Group regarding the Group’s whistleblower program.

All the persons listed in section 2.3 of this policy must attend compulsory training organised by the Group on responding appropriately to disclosures made by Whistleblowers or potential Whistleblowers.


This policy must be reviewed by the Board with the assistance of the Whistleblower Protection Officer at least every 2 years to ensure it is operating effectively. Any recommended changes must be approved by the Board.


Any breach of this policy will be taken seriously by the Group, and may be the subject of a separate investigation and/or disciplinary action.

A breach of this policy may also amount to a civil or criminal contravention under the Statutory Whistleblower Regimes, giving rise to significant penalties.


Unless the context requires, capitalised terms in this policy have the following meaning:

Associate means any individual who is:

  • an associate within the meaning of the Corporations Act 2001 (Cth); or
  • if the disclosure relates to our tax affairs, an associate within the meaning of section 318 of the Income Tax Assessment Act 1936 (Cth).

Corporations Act means the Corporations Act 2001 (Cth).

Detriment includes (without limitation) dismissal, injury of an employee in their employment, alteration of an employee’s position or duties to their disadvantage, discrimination, harassment or intimidation, harm or injury including psychological harm, damage to property, and reputational, financial or any other damage to a person.

Family Member means a:

  • spouse, parent, child, sibling or other relative of an individual; or
  • dependent of the individual or their spouse.

Group means Damstra Holdings Limited ACN 610 571 607 and its related bodies corporate.

Misconduct or an Improper State of Affairs or Circumstances includes (without limitation):

  • information regarding a criminal offence or contravention of the Corporations Act or Australian Securities and Investments Commission Act 2001 (Cth) suspected to have been committed by our Group, or an officer or employee of ours;
  • information regarding a Commonwealth criminal offence punishable by more than 12 months imprisonment suspected to have been committed by our Group, or an officer or employee of ours;
  • information regarding a danger to the public or the financial system posed by our Group, or an officer or employee of ours;
  • information concerning Misconduct or an Improper State of Affairs or Circumstances in relation to our tax affairs, or the tax affairs of an associate of our Group.

Officer has the same meaning as in the Corporations Act (which includes but is not limited to directors and company secretaries).

Personal Work-related Grievance means a grievance about any matter in relation to an individual’s employment or former employment which has, or tends to have, implications only for the individual personally, and where the information does not:

have significant implications to the entity to which it relates, or any other entity, that does not relate to the individual;

concern the examples set out in items (a)-(d) of the definition of Misconduct or an Improper State of Affairs or Circumstances; or

concern Whistleblower victimisation (see section 4 of this policy).

Relative has the same meaning as in the Corporations Act.

Senior Manager has the same meaning as in the Corporations Act.

Spouse means the married, de facto or registered partner of the individual.

Statutory Whistleblower Regimes means either or both of regimes contained in Part 9.4AAA of the Corporations Act and Part IVD of the Taxation Administration Act 1953 (Cth).

Self Service System means the Group’s self service system accessible on the intranet.

Tax Affairs means affairs relating to any tax imposed by or under, or assessed or collected under, a law administered by the Commissioner of Taxation.

Whistleblower means a person who is eligible for protection as a whistleblower under this policy or under the statutory whistleblower regimes.

Whistleblower Protection Officer means the person identified as such in this policy.


The Company is an equal opportunity employer and aims to provide a workplace that is free from discrimination on the grounds of protected characteristics, including race, colour, sex, sexual preference, age, physical or mental disability, marital status, family or carer’s responsibilities, pregnancy, religion, political opinion, national extraction or social origin, in addition to any other characteristics protected by state or federal legislation.

The purpose of this policy is to support and facilitate an inclusive environment that embraces all that makes us different and recognises the benefits that these differences make. These differences can include gender, age, ethnicity, religious or cultural background, disability, marital or family status, sexual orientation, gender identity and other areas of potential difference. Damstra is committed to supporting and ensuring a diverse work environment in which everyone is treated fairly and with respect. Damstra recognises diversity as one of our most important resources because we believe that diversity in our workforce helps us:

a) attract, retain and motivate employees from the widest possible pool of talent;

b) foster a culture that reflects our values of Customer Focus, Accountability, Integrity and Respect and is open to all;

c) improve innovation, creativity and inspire critical thinking;

d) create a dynamic environment that leads to higher performance and well-being and greater employee engagement and satisfaction; and

e) improve the connection between our people and the community we serve


What is diversity?

At Damstra, we are committed to a culture that embraces and fosters diversity and inclusion. Diversity encompasses differences in backgrounds, qualifications and experiences, and differences in approach and viewpoints.

Gender diversity

Damstra has a strong commitment to gender diversity and the fundamental principle that gender is not a barrier to participation in our workforce, management, senior executive and on the Board of directors. Our leaders are committed to providing opportunities that allow women to reach their full potential. To achieve greater gender diversity, it is important to ensure where possible that the pool of potential available talent is nurtured and developed effectively. Early identification and development of female talent is clearly of significant importance in ensuring that there are appropriately qualified and experienced women for consideration when positions become available.

Board and senior executive diversity

At Damstra, diversity of gender and background are two important criteria we take into account in developing our succession plans and appointment processes for our Board and senior executive positions. However, other selection criteria, business acumen and industry experience, are also fundamentally important.


You are entitled to a workplace that is safe and free from discrimination of any kind.

You are entitled to have all aspects of your work assessed based on merit and have access to workplace opportunities or benefits in accordance with your performance.

Where you believe you have been discriminated against, we urge you to raise this informally at first instance with management who will pursue this matter further.

However, if you feel unable, or believe that it is inappropriate to raise the matter informally with management, you can address the matter formally in accordance with the Grievance Policy as contained in this handbook.

The Company will take all reasonable steps to ensure that fair, non-discriminatory decisions are made in respect to workplace opportunities and benefits, including:

  • training and development opportunities;
  • promotional opportunities;
  • work allocation, shifts, rosters, hours of work and overtime;
  • salary levels and packages;
  • leave arrangements (of all types);
  • pregnancy arrangements and maternity and parental leave; and
  • performance assessment.

To ensure this occurs at all levels, management are responsible for ensuring that:

  • all employees and participants in the workplace understand this policy, and act in a manner which is consistent with this policy and the Code of Conduct; and
  • fair and non-discriminatory decisions are made always, including when recruiting or promoting employees.

Where the conduct of an employee or participant in the workplace is inconsistent with this policy, appropriate action will be taken by the Company.


Areas of Focus

We aim to leverage the competitive edge that diversity provides us by:

  • striving to create an inclusive environment respectful of all cultural backgrounds and beliefs.

fostering a culture which supports and respects the values and needs of all individuals, regardless of their age;

considering ability and not disability when we employ and promote people and aiming to create a physical and cultural environment which supports participation and reasonably accommodates special needs;

  • ensuring recruitment and selection processes across all levels of Damstra are structured so that a diverse range of candidates are considered;


Direct discrimination occurs where one person is treated less favourably than another because of a discriminatory characteristic.

Indirect discrimination occurs where an unreasonable requirement, rule or policy unfairly disadvantages a person or group with a discriminatory characteristic.

The Company does not tolerate discrimination in the workplace and will take all reasonable steps to ensure that employees, contractors, clients, customers and others in the workplace are treated fairly and without regard to discriminatory characteristics.

The Company is likewise committed to ensuring that all employees and prospective employees have equal employment opportunities and are encouraged to make full use of their particular skills and abilities.

You are responsible for ensuring your own behaviour does not discriminate against others, either directly or indirectly.

It is your responsibility to respect the rights of others and never get involved in or encourage discrimination of any kind.


Where you witness behaviour that you believe amounts to discrimination, or otherwise believe on reasonable grounds that discrimination is occurring in the workplace, you are required to report this directly to management as soon as possible.

Any such report which will be treated in the strictest of confidence. However, any report which is misleading or vexatious will be viewed as serious misconduct in and of itself which will result in disciplinary proceedings and may result in the termination of your employment without notice.


The Board and management believe that this policy contributes to achieving Damstra’s corporate objectives and embeds the importance and value of diversity at Damstra.

The Board will review and approve measurable objectives for diversity, including gender

diversity, across, and at various levels of, our organisation. The Board will:

  • review management recommendations regarding achievement of the measurable objectives;

annually assess the objectives set by the Board and the progress in achieving them;

review and monitor the effectiveness of this diversity and inclusion policy, publication of this policy and our progress;

annually review the proportion of women who are employed by Damstra as a whole, in senior management positions and on the Board, and submit a report to the Board outlining its findings; and

  • oversee the implementation of initiatives outlined in and arising from this policy.

Damstra will provide information in annual report regarding: Our Diversity principles include a requirement for the Board to set measurable objectives, the Company presently measures:

• The number of female and male employees;

• The different positions held by female and male employees;

• The number of female and male employees in full time, part time and casual roles;

• The salaries of female and male employees and whether a pay gap exists in the Company; and

• Other measures including the age of employees, the ethnicity of employees and the length of service of employees.


The Board will review this policy from time to time. This policy may be amended by resolution

of the Board of Directors. This policy will be made available to all directors and employees via Damstra’s website. It is the responsibility of each such person to comply with this policy.



The Company is committed to effective communication with its customers, shareholders, market participants, employees, suppliers, financiers, creditors, other stakeholders and the wider community. The Company will ensure that all stakeholders, market participants and the wider community are informed of its activities and performance.

The Company will endeavour to make publicly available all information to ensure that trading in its shares takes place in an efficient, competitive and informed market.


The purpose of the Continuous Disclosure Policy (the Policy) is to:

  • ensure that the Company, as a minimum, complies with its continuous disclosure obligations under the Corporations Act and the Australian Securities Exchange (ASX) Listing Rules and as much as possible seeks to achieve and exceed best practice;

provide shareholders and the market with timely, balanced, direct and equal access to information issued by the Company; and

  • promote investor confidence in the integrity of the Company and its securities.

If you have any questions about this Policy, please contact the Company Secretary.


Legal requirements

The Company is a public company listed on the ASX. It is subject to continuous disclosure requirements under the Corporations Act and the Listing Rules (which are given legislative force under section 674 of the Corporations Act), in addition to the periodic and specific disclosure requirements. The key elements of the continuous disclosure obligations are set out below:

  • The Rule: The primary continuous disclosure obligation is contained in Listing Rule 3.1, which states that:

"Once an entity is or becomes aware of any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity's securities, the entity must immediately tell ASX that information."

  • The Exception: LR 3.1A contains the only exception to Listing Rule 3.1:

"Listing Rule 3.1 does not apply to particular information while each of the following is satisfied in relation to the information:

3.1A.1 One or more of the following 5 situations applies:

  • It would be a breach of a law to disclose the information;
  • The information concerns an incomplete proposal or negotiation;
  • The information comprises matters of supposition or is insufficiently definite to warrant disclosure;
  • The information is generated for internal management purposes of the entity; or
  • The information is a trade secret; and

3.1A.2 The information is confidential and ASX has not formed the view that the information has ceased to be confidential; and

3.1A.3 A reasonable person would not expect the information to be disclosed."

  • ASX may request information to correct false market: Listing Rule 3.1B provides that if the ASX considers that there is, or is likely to be, a false market in an entity's securities, and requests information from the entity to correct or prevent the false market, the entity must give ASX the information needed to correct or prevent the false market.
  • Disclosure to ASX first: Listing Rule 15.7 further requires that an entity must not release information that is for release to the market to anyone until it has given the information to the ASX and has received an acknowledgement from ASX that the information has been released to the market.
  • Material price sensitive information: Section 677 of the Corporations Act states that, a reasonable person would be taken to expect information to have a "material effect on the price or value" of securities if the information "would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of" those securities.

Best practice guidelines

In addition to the legal requirements, there are guidelines published by various bodies which, though not (or not yet) mandatory, set out various views of best practice in the area of continuous disclosure. The most important of these guidelines are:

  • ASX Corporate Governance Council "Corporate Governance Principles and Recommendations" (4th edition), in particular Recommendation 5.1, 5.2 and 5.3;

ASX Guidance Note 8 "Continuous Disclosure";

Australasian Investor Relations Association "Best Practice Guidelines for Communication between Listed Entities and the Investment Community";

Australian Securities and Investments Commission (ASIC) Regulatory Guide 62 "Better disclosure for investors"; and

  • ASIC guidance and discussion paper "Heard it on the grapevine".

This policy

This Policy addresses all continuous disclosure requirements under the Listing Rules and the Corporations Act and incorporates best practice guidelines suggested by the sources listed above.


Disclosure principle

The Company will immediately notify the ASX of any information concerning it that a reasonable person would expect to have a material effect on the price or value of the Company's securities, unless exempted by the Listing Rules.

Material price sensitive information

Any information concerning the Company which would, or would be likely to, influence investors in deciding whether to acquire or sell the Company securities (material price sensitive information) must be disclosed to the ASX in accordance with this Policy.

The Board is responsible for determining what information is to be disclosed. Where there is doubt as to whether certain information should be disclosed, the Board will discuss the issue with senior executives, and if necessary, seek external advice.

The Board may develop further guidelines for each individual business unit in determining what is material price sensitive information for that business unit, for example, in the form of quantitative ranges.

The following provides a guide as to the type of information that is likely to require disclosure. This is not an exhaustive list. The determination of whether certain information is material price sensitive information which is subject to continuous disclosure necessarily involves the use of judgment. There will inevitably be situations where the issue is less than clear. If you come across information which potentially falls within the category of material price sensitive information, you should treat it as if it is material price sensitive information and leave the question for the Board to resolve. The Board will be responsible for determining whether the information is material price sensitive information.

Matters which generally require disclosure include:

  • A material change in the Company's financial forecasts or expectations;

a recommendation or declaration of a dividend or distribution, or a decision one will not be declared;

changes in the Board of Directors, senior executives or auditors. In the case of the appointment of a new chief executive officer (CEO) or executive director, disclosure of the key terms and conditions of the relevant contract entered into (eg components of pay package) will be necessary;

a change in the Company's accounting policy;

an agreement between the Company (or a related party or subsidiary) and a director (or a related party of the director);

events regarding the Company's shares, securities, financing or any default on any securities (eg under or over subscriptions to an issue of securities, share repurchase program);

material information about the beneficial ownership of shares obtained by the Company under the Corporations Act;

giving or receiving a notice of intention to make a takeover offer;

a transaction for which the consideration payable or receivable is a significant proportion of the written down value of the Company's consolidated assets;

significant mergers, acquisitions/divestments, joint ventures or changes in assets;

significant developments in regard to new projects or ventures;

major new contracts, orders, or changes in suppliers or customers;

significant changes in products, product lines, supplies or inventory;

industry issues that may have a material impact on the Company;

significant changes in technology or the application of technology which could affect business;

significant legal proceedings against or allegation of any breach of the law, whether civil or criminal, by the Company;

decisions on significant issues affecting the Company by regulatory bodies in Australia (such as ASIC, the Australian Competition and Consumer Commission and Takeovers Panel, or other bodies relevant to the Company);

natural disasters or accidents that have particular relevance to the businesses of the Company or its suppliers;

the appointment of a receiver, manager, liquidator or administrator in respect of any loan, trade credit, trade debt, borrowing or securities held by the Company or any of its subsidiaries; or

  • a copy of a document lodged with an overseas stock exchange or regulator containing market sensitive information not previously disclosed to the ASX.

Roles and responsibilities

This Policy will be administered by several key personnel within the Company. However, employees at every level have a role to play to ensure that the Company achieves the objectives of this Policy.

The responsibilities under this Policy are divided as follows:

  • Board of directors - the Board will be responsible for signing off on any subsequent amendments recommended by the Company Secretary. The Board may be involved in the review of significant ASX announcements;

Company Secretary - responsible for the overall administration of this Policy and all communications with the ASX (see below);

Authorised Spokespersons - only the Company employees authorised to speak on behalf of the Company to external parties (see below);

Disclosure Officers - a Disclosure Officer is to be appointed for each business unit, who will be responsible for reporting any material price sensitive information within their business unit to the Company Secretary;

  • Other employees - report any material price sensitive information to the Disclosure Officer of their business unit. Observe the Company's "no comments" policy.

Company Secretary responsibilities

The Company Secretary is responsible for the overall administration of this Policy, and in particular, is responsible for:

  • assisting the Board in ensuring that the Company is compliant with its continuous disclosure obligations;

all communications with the ASX;

reviewing proposed external announcements, and consulting with appropriate members of the Board, senior executives and/or external advisers as necessary;

implementing reporting processes and determining divisional guidelines (financial or qualitative) for materiality of information;

reporting on continuous disclosure issues regularly to the Board of the Company;

keeping a record of all ASX and other announcements that the Company has made;

ensuring that the Board receives copies of all material announcements promptly after being made, to allow for timely visibility of the nature, quality and frequency of information being disclosed to the market;

monitoring the effectiveness of the Policy, including the understanding by employees in general of the principles and spirit of continuous disclosure; and

  • regularly reviewing this Policy for legislative changes or development of best practice and communicating any amendments to the Company employees.

Authorised spokespersons

The authorised spokespersons are the Executive Chairman and Chief Executive Officer as well as other persons authorised by the Company Secretary from time to time. They are the only Company employees who may speak to the media or other external parties in relation to matters subject to this Policy.

Authorised spokespersons should be briefed by the Company Secretary about prior disclosures by the Company before speaking with external parties. When communicating with external parties, an authorised spokesperson:

  • should ensure all comments relate to information within the public domain and/or are not material, as the disclosure of confidential information, even if inadvertent, may result in the information no longer falling within the exception to Listing Rule 3.1 and therefore becoming disclosable to the ASX immediately;

may clarify information that the Company has released to the ASX but must not comment on material price sensitive information that has not previously been released;

should limit any comments to his or her area of expertise as much as possible; and

  • should report to the Company Secretary after the external communication is made, to determine if any confidential information has been disclosed and whether as a consequence any disclosure to the ASX is necessary.

Company announcements - the procedures

The management of the Company's external announcements depends largely on an effective system of internal reporting and announcement preparation.

The following procedures will apply in relation to all external announcements:

  • Identification and notification of material price sensitive information - as soon as an employee becomes aware of material price sensitive information which has not been previously released by the Company, he or she should immediately notify:
    1. in the case of directors, senior management and Disclosure Officers - the Company Secretary; or
  • in the case of all other employees - the Disclosure Officer of their business unit, who will in turn notify the Company Secretary.

"Continuous disclosure issues" will be a permanent item on the agenda for every Board meeting, committee meetings and all other meetings from business unit level upwards.

  • Review of material price sensitive information - after receiving any material price sensitive information, the Board, with the assistance of the Company Secretary, will review the information (in consultation with senior executives and/or external advisers if necessary), to determine whether the information is required to be disclosed;

Prepare external announcement - if the information is required to be disclosed, the Company Secretary, or an appropriate delegate, will prepare a draft announcement. Such announcements should be factual, complete relevant, balanced and expressed in an objective and clear manner. The use of emotive or intemperate language should be avoided;

Obtain sign off - The draft company announcement must be signed off by the Executive Chairman;

Lodge announcement - the Company Secretary, or a person appointed by the Company Secretary, will lodge the announcement with ASX electronically and provide a copy of all material market announcements to the Board promptly after they have been lodged; and

Post announcement on the Company website - within 24 hours after receiving an acknowledgement from ASX that the announcement has been released to the market, post the announcement onto the Company's website.

Considering the Company's obligation to disclose any material price sensitive information "as soon as it becomes aware" of the information, the above steps, where required, should be taken as a matter of urgency.

Joint announcements

In situations where the Company needs to issue a joint announcement with a joint venture or project partner, the Company will seek to give the partner the opportunity to review the announcement prior to its release, provided that it does not compromise the Company's ability to comply with its disclosure obligation.


The Company must not release material price sensitive information publicly until it has disclosed it to the ASX and received confirmation of its release by the ASX.

If information is to be released by the Company's Head Office and simultaneously in another geographical location (for example, by a foreign joint venture partner), the Company Secretary will consult with the relevant parties to determine how the requirement of the Listing Rules will impact on the timing of the disclosure.

Disseminating announcements

After receiving ASX's confirmation that an announcement has been released to the market, the Company will disseminate the information as soon as possible by posting the announcement on the Company's website (within 24 hours after receiving ASX's confirmation), and broadcasting via email to major stakeholders.

The Company's website will contain relevant information on the Company such as:

  • company profile;

ASX announcements;

Annual reports and other financial results;

speeches and other information provided to analysts and investors;

AGM information; and

  • employee shareholder information.

The Company Secretary must review the relevant information prior to it being posted on the Company’s website which will be reviewed continuously to ensure that it is up-to-date, complete and accurate.

Pre-result periods

To prevent inadvertent disclosure of material price sensitive information, during the periods between the end of its financial reporting periods and the actual results release, the Company will not discuss any financial information, broker estimates and forecasts, with institutional investors, individual investors, stockbroking analysts, or the media unless the information being discussed has previously been disclosed to the ASX.

Media and market speculation

The Company has a general "no comments" policy in relation to market speculation and rumours, which must be observed by employees at all times. However, the Company may issue an announcement in response to a market speculation or rumour where it is necessary to comply with the continuous disclosure obligations, for example, for the purpose of correcting factual errors or responding to a formal request from the ASX for information.

The Company will not provide the media with exclusive interviews or information that potentially contains any material price sensitive information prior to disclosing that information to the ASX. It will also not provide any information "off the record". The Company will not disclose any information that is potentially material price sensitive information publicly under an embargo arrangement prior to release to the ASX. Employees who are approached by the media or any external parties for information should observe the "no comments" policy and notify the Company Secretary as soon as possible.

Briefings/meetings/conference calls with analysts or investors

As part of the Company's management of investor relations and to enhance stockbroking analysts' understanding of its background and technical information, it conducts briefings with analysts or investors from time to time, including:

  • one-on-one discussions (for the purpose of this Policy, this includes any

communications between the Company and an analyst/investor);

  • Company briefings; and
  • conference calls,

(collectively referred to as briefings).

The Company's policy for conducting these briefings is not to disclose any information which is, or potentially is, material price sensitive information, that has not been announced to the ASX and the market generally. No briefing should be held during pre-results periods. In addition, the following protocols will be followed in relation to such briefings:

  • the Company will make an announcement prior to the briefing to inform the market;

any written material to be used at a briefing must be provided in advance to the Executive Chairman to determine whether it contains any information that has not previously been disclosed;

all information to be given to analysts at a briefing, such as presentation slides, and any presentation material from public speeches given by Board members or members of management that relate to the Company or its business should also be given to the Company Secretary for immediate release to the ASX and posted on the Company's website ahead of the briefing. This ensures the equality of information among the investors regardless of whether the briefing contains material new information. The information must always be released to the ASX before it is presented at an analyst or investor briefing;

if possible, 2 Company employees, including the Company Secretary/other authorised representative should be present at the briefing;

if only 1 Company employee could attend the briefing, the briefing should be recorded;

if the Company Secretary/other authorised representative cannot attend the briefing, they should be fully briefed within 1 day after the briefing;

a file note should be made in relation to the briefing and be kept for a reasonable period after the briefing;

if a question raised during the briefing can only be answered by disclosing material price sensitive information which was not previously disclosed to the ASX, the Company employee must decline to answer the question, but take the question on notice; and

  • Company employee(s) participating at a briefing should conduct a post-briefing review on the same day to identify whether any confidential information was disclosed. If an employee present at a briefing considers that any material price sensitive information that was not previously disclosed, was disclosed during the briefing, he or she must immediately notify the Company Secretary.

Broker sponsored investor conferences

The Company or its executives are from time to time invited to participate or present at broker sponsored investor conferences. The policy and protocols for the Company's briefings apply to such conferences.

Responding to analyst reports and forecasts

Stockbroking analysts frequently prepare reports on securities of listed entities, including the Company, which contain performance and financial forecasts. The Company acknowledges the importance of analyst reports in facilitating the operation of the market in an informed and efficient manner.

However, the Company is independent, and will do all things necessary to be seen as independent, to analysts. The Company will not endorse any such reports and will restrict its comments to factual matters and information which has been previously disclosed to the ASX and the market generally.

In particular, the Company:

  • will not generally comment on analyst forecasts or disclose its own earnings projections, however, it may comment on analyst reports by:
  • acknowledging the report's range of estimates; and
  • correcting factual errors or assumptions where the relevant information has already been disclosed;
  • will not include any analyst reports in its own corporate information, or post any analyst reports (including hyperlinks) on its website, but may use the reports internally;
  • will include a disclaimer that the Company is not responsible for, and does not endorse, the analyst report, in any response made to an analyst; and
  • may consider issuing a profit warning/statement if it becomes apparent that in general the market's earnings projections for the Company materially differ from its own estimates.

If a draft report has been sent to the Company for comments, it should be forwarded immediately to the Company Secretary.


Company employees or associated parties must not participate in chat room discussions on the internet where the subject matter relates to the Company unless authorised in writing to do so by the Executive Chairman. Any such participation must clearly identify the participant by name and as a Company spokesperson.

Responding to unexpected questions

Company employees and executives are often faced with unexpected questions from external parties - for example, pre-arranged briefings sometimes move outside the scope of intended discussion, or Company executives may be asked for information in situations other than formal briefings.

When faced with an unexpected question, respond only with information which has previously been disclosed to the market. If answering the question requires the disclosure of information that has not been disclosed, or if in doubt as to whether or not certain information has already been disclosed, decline to answer the question. Take the question on notice so that the formal process of releasing information can operate.

Inadvertent disclosure of information

Disclosure of material price sensitive information to an external party prior to disclosure to the ASX constitutes a breach of Listing Rule 15.7. To prevent a breach of Listing Rule 15.7 and to minimise the consequences should such a breach occur, the following procedures apply.

A review should be done following any communications with an external party. If a Company employee becomes aware that:

  • there may have been inadvertent disclosure of material price sensitive information (which has not been disclosed to the ASX) during any communication with external parties; or
  • confidential Company information may have been leaked (whatever its source),

he or she should immediately notify the Company Secretary. In such a situation, the Company will need to immediately issue a formal ASX announcement.

Where the confidential information disclosed during external communications is not price sensitive, the Company will still ensure equal access to that information by posting it on its website.


In certain circumstances, the Company may need to request a trading halt from the ASX to maintain the efficient trading of its securities. The Executive Chairman will make all decisions in relation to trading halts and are the only personnel authorised to request a trading halt on behalf of the Company. The Company Secretary may, with the authority of the Executive Chairman request a trading halt on behalf of the Company.


The Company takes continuous disclosure very seriously. Non-compliance with continuous disclosure obligations may constitute a breach of the Corporations Act or the Listing Rules. This may result in fines for the Company, personal liabilities for directors and other officers, and damage to the Company's reputation.

Breaches of this Policy may result in disciplinary action against the employee including dismissal is serious cases.


The Board will review this policy from time to time. This policy may be amended by resolution of the Board of Directors.

You should read this Policy carefully and familiarise yourself with the policy and procedures detailed. The Company will review this Policy regularly as legislative requirements change and best practice for continuous disclosure evolves. The Company Secretary will communicate any amendments to Company employees. This policy will be made available to all directors and employees via Damstra’s website. It is the responsibility of each such person to comply with this policy.

If you have any questions on the Policy, or require further information, contact the Company Secretary.


At Damstra Holdings Ltd (Damstra), we are committed to conducting our business activities in an ethical, lawful and socially responsible manner, and in accordance with the laws and regulations of the countries in which we operate. Damstra’s reputation as an ethical business organisation is important to its ongoing success. Engaging in bribery and corrupt conduct is contrary to this commitment and constitutes a serious offence with criminal and civil penalties. It also exposes Damstra to significant reputational damage.

Our Anti-Bribery and Corruption Policy (ABC Policy) applies to all of our employees, officers, directors and in certain circumstances, consultants, secondees, contractors, agents and intermediaries representing us. The ABC Policy supports Damstra’s Code of Conduct and, in particular, Damstra’s firm commitment to operating an ethical business organisation.

You must:

  • not engage in bribery and corrupt conduct or conceal such conduct;
  • comply with the laws and regulations which apply to us and our operations;
  • comply with the ABC Policy and all the procedures we adopt; and
  • report any concern or suspected or potential breach of the ABC Policy immediately.

The ABC Policy and our Code of Conduct are available in the corporate section of Damstra’s website.

What is bribery and corruption

Bribery and corruption involves offering, promising or giving a benefit, a favour, a gift or anything of value with the intention of unduly influencing the behaviour of a person or a foreign public official in the performance of their duty, in order to obtain or retain business or some other improper advantage.

What behaviour is prohibited by the ABC Policy

The following are prohibited behaviour under the ABC Policy.

Offering, paying or receiving bribes

Offering, making or receiving a bribe is strictly prohibited. Australia is a signatory to the OECD Convention Combating Bribery of Foreign Public Officials in International Business Transactions and has enacted legislation prohibiting the offering, paying, causing or promising of anything of value to both foreign and domestic public officials. The legislation enables Australian regulators to prosecute its citizens and corporations for the bribery of public officials in Australia and in other countries.

Contravention of the anti-bribery and corruption laws of Australia and of other countries in which Damstra operates in has serious criminal and civil consequences, such as imprisonment or fines.

If any gift, entertainment or other personal favour or assistance is given or received from a government official or union of any value, you must notify your Manager immediately.

Offering, paying or receiving kick-backs or secret commissions

Offering, making or receiving a ‘kick-back’ or a secret commission as an inducement or reward for doing or not doing something, or showing or not showing favour or disfavour to any person in relation to business matters is also prohibited under Australian state and territory laws. Contravention of the state and territory anti-bribery and corruption laws also has serious criminal and civil consequences, such as imprisonment or fines.

Offering or accepting gifts and hospitality beyond acceptable business courtesies

Offering, making or receiving a gift, business courtesy or hospitality can create an obligation or be construed or used by others to allege favouritism, discrimination, collusion or similarly unacceptable practices. You must not give, seek or accept in connection with our business any gifts, meals, refreshments and entertainment which goes beyond common courtesies associated with ordinary and proper course of business. You must avoid everything that could reasonably be construed as a bribe or improper inducement.

Any gift, entertainment or other personal favour or assistance given or received which has a value in excess of $300 (or any other amount determined or announced by the Board) must be approved in writing in advance by your Manager and entered into the gifts and entertainment register maintained by us.


No donation to any political party, politician or candidate for public office in any country must be made on behalf of Damstra unless the donation has been approved in advance by the Board and complies with the local law and government policies of the jurisdiction where the donation is made. It must also be recorded accurately in Damstra’s accounts.

Attendance at political gatherings, meetings and function in a professional capacity is permitted where there is a legitimate business purpose. Records of attendance (and the cost of attendance) must be declared in the gifts and entertainment register.

Improper dealing of accounting records

Intentionally or recklessly making, altering, destroying, concealing or doing something with an accounting document with the intention of concealing or disguising the receiving or giving of a bribe is strictly prohibited and is a criminal offence under Australian law.


Education and training

We will provide education and training to officers and employees in relation to the issue of bribery and corruption and the ABC Policy. The purpose of the education and training will be to assist officers and employees in their understanding of what conduct is prohibited and unlawful and how to recognise and manage instances of bribery or corruption.

Knowing our partners, agents and intermediaries

Where relevant, we will conduct appropriate due diligence prior to engaging or entering into business relationships with third parties such as partners, agents and intermediaries. The purpose of the due diligence is to ensure that the entity or individual that we deal with will behave in a manner consistent with the ABC Policy. We will also obtain from that entity or individual certain assurances of compliance with the ABC Policy and adherence with relevant anti-bribery and corruption laws.

Investigations and audits

Any potential breaches of the ABC Policy by any employee, director, contractor, secondee, partner, agent or intermediary will be properly recorded, investigated and dealt with.

The ABC Policy and related procedures will also be subject to periodic audit and review. Periodic risk assessments will also be undertaken to identify bribery and corruption risk. The objective of any such audit or assessment is to determine whether breaches of the policy were properly recorded, investigated and dealt with and the policy or any of the procedures contained within it need to be updated as a result of any breaches.

Your responsibilities

You are expected to ensure that you understand the ABC Policy and the impact this has on your areas of responsibility. In particular, you must:

  • endeavour to comply with the terms of the ABC Policy;
  • undertake all requisite training provided in relation to the laws and regulations relating to bribery and corruption and the ABC Policy; and
  • immediately report any concern, suspected or potential breaches of the ABC Policy to either:

                          · the Chief Executive Officer;

                          · the Chief Financial Officer; or

                          · a Whistleblower Protection Officer in accordance with our Whistleblower Protection Policy, which is available in the corporate section of our website.

All material breaches of the ABC Policy must be reported immediately to the Board.

Consequences for breaching the ABC Policy

Any suspected breaches of the ABC Policy will be thoroughly investigated. Any material breaches of the ABC Policy will also be reported to the Board.

In circumstances where a breach of the ABC Policy is established, appropriate disciplinary and remedial actions will be taken.

We reserve the right to inform the appropriate authorities where it is considered that there has been criminal activity or an apparent breach of any law.

Reviews and changes to the ABC Policy

The Board, in conjunction with the Audit and Risk Management Committee, will review the ABC Policy periodically to ensure that it is operating effectively and whether any changes are required.

The Board may change this policy (including the responsibilities of the Audit and Risk Management Committee) from time to time by resolution.

If you have any questions regarding any aspect of the ABC Policy, please contact the Company Secretary.


This Code of Conduct has been adopted to clearly state standards of responsibility expected of everyone engaged in the business activities of Damstra, employees, officers and directors. The Code reflects Damstra’s core values: honesty, integrity, fairness and respect. It is about doing the right thing in business and making the right decisions. It includes being and being seen to be, a good corporate citizen.

This Code requires that you and where relevant and to the extent possible consultants and contractors of Damstra, adhere to the law and the various policies that Damstra has adopted. Damstra policies and procedures can be found on the Damstra Self Service system. It is your responsibility to read and make sure that you understand and are familiar with these policies and procedures in the conduct of Damstra business or operations.

The standards set out in this Code cannot and do not try to anticipate every situation that may pose a legal, ethical or moral issue. The code is therefore not a prescriptive set of rules for business behaviour but rather a practical set of principles giving direction and reflecting Damstra’s values and approach to business conduct. It is also your responsibility to act in a manner that is safe, ethical, consistent with Damstra’s values and expected behaviours and in compliance with legal obligations.

Health & Safety

Damstra’s technology platform is in significant part designed and applied to assist customers and others manage health and safety. Damstra’s aim is to play a leading role in the provision of workplace management systems and services. Damstra expects that its own health and safety performance will be exemplary.

Providing and being supportive of the provision of a safe, secure and healthy work environment is a shared responsibility. Damstra has a systematic approach to health and safety in order to manage risk and to achieve continuous performance improvement. You must be familiar with the Damstra safety policies and procedures and follow them at all times.


  • Understand and follow the policies and procedures that inform and govern the work you are required to perform.
  • Only perform operational activities if you are appropriately trained and fit for work.
  • Be sure that your performance is not impaired, for example by lack of sleep, alcohol or and drugs, including prescription and over the counter medication. Take reasonable care of the health and safety of yourself and others.
  • Intervene to stop work if you are concerned about the safety of yourself or others.
  • Report all incidents and near misses within 24 hours as soon as possible to share learnings.
  • Stop work if you are concerned about the health and safety of yourself or others.


  • Carry out tasks for which you are not medically fit and sufficiently rested and alert.

Equal Opportunity

Damstra is an equal opportunity employer and employment related decisions are based on relevant and appropriate qualifications, merit, performance and other job-related factors. Damstra has the expectation that you ensure that you behave towards everyone with whom you deal in a manner that is consistent with Damstra’s core values of honesty, integrity, fairness and respect. This includes understanding the value and importance of diversity and lack of discrimination.


  • Base work related decisions on merit.
  • Help create a work environment that is free from all forms of discrimination, harassment and bullying.


  • Base work related decisions on race, national origin, religion, gender, age, marital status, sexual orientation, parental status or disability.
  • Send or engage in offensive messages, derogatory remarks and inappropriate jokes.
  • Physically or verbally intimidate or humiliate others.
  • Be afraid to speak up and tell a person if you are upset by his or her actions or behaviour.

Anti-Competitive Behaviour

Damstra’s business is focused on providing clients with solutions that are fit for purpose and deliver real value. Not only is it illegal for a business to engage in conduct that misleads or deceives or is likely to mislead or deceive consumers or other businesses, it is inconsistent with Damstra’s business objectives and values and any occurrence will damage Damstra’s business and reputation. It also erodes trust with clients and within Damstra that is destructive. This applies even if there was no intention to mislead or deceive anyone or that no one suffered any loss or damage as a result of your conduct.

It is also illegal and inconsistent with Damstra’s business objectives and values to engage in price fixing, anti-competitive agreements or exclusive dealing.


  • Be aware that your behaviour and conduct affects the audience’s impression of the Damstra

services and goods.

  • Where you see confusion or the possibility of confusion or a misleading impression occurring with a customer or a potential customer, provide information to avoid assertions of misleading or deceptive conduct.
  • Ask yourself whether the overall impression created by your conduct or the material you have provided is false or inaccurate and take clear steps to avoid that impression.
  • If you are unsure of compatibility or limitations arising in the context of the Damstra offering to a client, ensure that you take steps to clarify the operational circumstances.
  • Seek advice from your manager and report your concerns if you are unsure about the offers being made or outcomes promised to a client.


  • Make claims or promise outcomes that cannot be substantiated.
  • Rely on contractual terms or fine print to be an excuse for a misleading or deceptive message overall.
  • Make claims on social media that are false or misleading.

Trade Controls and Sanctions

Export and import control laws and sanctions set out legal obligations over the sale, shipment, electronic transfer or disclosure of information, software and goods and services across borders. Failure on the part of either Damstra or you as an individual can damage business outcomes, reputations and result in legal prosecution.


  • Think carefully about the potential impact of export control laws, computer software license obligations and data transfer before transferring goods, technology, software or services across international borders.
  • Remember that controls, sanctions and embargoes can be imposed against countries, entities and individuals.
  • If you have doubts, concerns or are uncertain about export and import controls seek the advice of your manager.

Bribery and Corruption

You must ensure you read and comply with Damstra’s Anti-Bribery and Corruption Policy, which can be found on the Damstra Self Service system.

Gifts & Hospitality

You must ensure you read and comply with Damstra’s Anti-Bribery and Corruption Policy, which can be found on the Damstra Self Service system. The Anti-Bribery and Corruption Policy addresses offering or accepting gifts and hospitality.

Conflicts of Interest

A conflict of interest is faced when your personal relationships, participation in external activities or interest in another venture influences, or could be perceived as influencing, your decisions.

Damstra employees must avoid conflicts of interest between their private activities and their role in the business activities of Damstra.

Damstra relies on its employees to exercise good judgment in the exercise of responsibilities in the best interest of Damstra and its reputation. Where conflicts or potential conflicts occur these must be promptly declared to your manager and resolved.

If you intend to use knowledge, information, experience or position gained through association with Damstra to materially further yourself in some outside capacity, you have a have a duty to disclose that intention to Damstra.


  • Ask yourself whether you would feel comfortable explaining any actions to work colleagues, friends, family or the media
  • Declare to your manager any matter that could influence or be perceived to influence your decisions or actions at Damstra, giving your manager all the relevant facts.
  • Withdraw from decision making that creates or could be perceived to create a conflict of interest.
  • Be impartial, professional and competitive in your dealings with contractors and suppliers.
  • Be aware that the acceptance of any offer of future employment or consultancy with a Damstra supplier, contractor, competitor or client is a potential conflict of interest.
  • Seek advice if you are uncertain about how you should proceed.


  • Use your position or Damstra information for personal gain.
  • Be embarrassed or concerned about raising an issue of conflict of interest.

Intellectual Property and Protection of Assets

Intellectual property (including software, know-how, data, patents, trademarks and trade secrets) physical property and financial information are valuable assets of Damstra and must be protected, secured and managed appropriately. Personal information, whether in the possession of Damstra or provided to Damstra by clients or contractors must be safeguarded. Additionally, accurate and reliable records and documents must be prepared and managed.

Confidential information, whether the property of Damstra, its customers or clients, must also be used, handled and stored appropriately. Damstra has policies and procedures in place to deal with these matters and you must make sure you understand and follow them.


  • Use only Damstra assets to accomplish its business purposes and objectives.
  • Ensure that all transactions are properly authorised, recorded and reported.
  • Maintain the secrecy and security of Damstra information, including assigned personal identification, authentication and access control information such as keys, swipe cards, PINs and passwords).
  • Maintain the confidentiality and privacy of personal and private information.
  • Follow established guidelines, policies and procedures in respect of approvals and conduct of business activities.


  • Conceal, alter, destroy or otherwise modify Damstra records or documents otherwise than in accordance with established standards and guidelines.
  • Intentionally make a false or misleading entry in a report, record or expense claim.
  • Disclose Damstra intellectual property or financial details to any third party.
  • Disclose private or confidential information to any third party.


In the conduct of its business Damstra collects and handles personal information and data in relation to its employees and contractors as well as that of its clients or their employees and contractors. It is of critical importance, both from a legal perspective but also for the maintenance of Damstra’s business reputation that personal information and data is kept private and that all applicable laws in relation to personal data, including those that affect the transfer of personal data outside its country of origin, are observed.

Personal data must only be used for the purpose for which it was provided and must be protected by reasonable security safeguards against such risks as loss or destruction and against unauthorised access or use, modification or disclosure.


  • Understand that not only personal and personnel files but also business related files can obtain personal data,
  • Remember that in the conduct of its business Damstra may have access to private information of third parties and this information must be secured and its private nature respected.
  • Be aware that sensitive and personal information (a person’s religion, race, health and criminal behaviour) is more strongly protected by legislation than non-personal data or information.


  • Forget that it is not only personal information or data of Damstra employees to which privacy legislation applies.
  • Transfer personal information or data outside its country of origin without making sure that there is an understanding about which data protection laws apply and how they must be applied.
  • Use personal information for any purpose other than that for which it was provided.

Business Communications and Public Disclosure

Inappropriate, inaccurate or careless communication across any medium or channel (including social media) carries the potential for serious reputational damage and legal liability and failure of compliance risks generally. Furthermore failure to safeguard information can damage Damstra’s reputation and its ability to conduct business effectively. Apart from these practicalities Damstra employees have a legal obligation to treat as confidential and not disclose information that is the property of Damstra.

Any written or oral communication, including those on social media tools and in presentations, made publicly on behalf of Damstra is a public disclosure about Damstra.

You must not make any such disclosure if you are not authorised to do so.

If you are authorised to make any disclosure or representation on behalf of Damstra you must ensure that it is true, accurate and not misleading or subject to the reasonable likelihood of being it being misleading.


  • Comply with Damstra directions and standards and requirements in relation to business communications and public disclosures.
  • Only make public disclosures if you have been authorised to do so.
  • In business communications and public disclosures ensure the truth of what is being communicated or disclosed, that the material is accurate and is not misleading


  • Do not write or offer speculative opinions.
  • Do not exaggerate.
  • Do not engage in casual conversation in relation to sensitive or confidential matters.

Social Media

Damstra supports the use of social media as an important tool for business engagement. However when engaging in the use of social media – either for personal use or when representing Damstra - you need to be aware of and comply with the requirements of this Code of Conduct and any specific Damstra policy in relation to the use of social media and other forms of electronic communication.

In particular you must not represent Damstra in social media unless you are authorised to do so. In addition if so authorised you must observe the requirements of this Code of Conduct in relation to Business Communications and Public Disclosure.

When using social media in a personal capacity you must not do so in a way that brings or would be likely to bring Damstra into disrepute or otherwise negatively impact on the reputation of Damstra, either with clients or in the broader community. You must also not disclose confidential information, imply endorsement by Damstra of your personal views or infer endorsement from Damstra in relation to personal views. Your use of social media must also not compromise your ability to satisfactorily discharge your Damstra workplace role and obligations.

Damstra has the expectation that when engaging in social media you will observe the principles outlined.

Representing Damstra on social media


  • Obtain authorisation to represent Damstra on social media
  • Disclose that you are Damstra employee and be clear about your role.
  • Ensure that you are not the first to make a Damstra announcement unless authorised to do so.
  • Be respectful of individuals and communities with whom you interact on line.
  • Disclose only publicly available information.
  • Ensure the content you publish is factually accurate.
  • Correct any error quickly if you believe you have made one – declare that you are modifying an earlier post of remove it.
  • Make sure that you have checked with your manager what may or may not be disclosed or reproduced on social media platforms.
  • Respect copyright.


  • Disclose personal or confidential information.
  • Publish material that is obscene, threatening, discriminatory, hateful, slanderous or libelous or is unlawful.

Personal use of social media


  • Identify yourself and when relevant your role at Damstra when you discuss Damstra related

matters, making it clear that you are expressing a personal opinion and not one that is sanctioned by Damstra, either expressly or impliedly.

  • If you identify yourself as a Damstra employee ensure your online profile and related content is consistent with how you wish to present yourself to Damstra colleagues, clients and government departments with which you interact or may have occasion to interact.
  • Be mindful that what you publish will be in the public domain for long time, protect your privacy and that of those to whom you are close and observe the social media platform’s terms of use
  • Respect copyright, fair use and financial disclosure laws.
  • Make sure that your online activities do not interfere with your ability to perform your work responsibilities.
  • If you are about to publish something that makes you even slightly uncomfortable review the guidance provided and ask yourself about the source of your discomfort. Give yourself time for reflection.


  • Disclose Damstra market or customer sensitive information.
  • Disclose personal or confidential information that you have acquired as a consequence of your employment with Damstra.
  • Publish material that is obscene, threatening, discriminatory, hateful, slanderous or libelous or is unlawful.
  • Do not make reference to or comment on clients, business associates or third parties in relation to business-related matters or publish content that might allow inferences to be drawn that could damage a relationship with Damstra.

Compliance with Legal and Accounting Requirements

As a business that operates locally and internationally, Damstra is subject to and must comply with the laws and regulations of all countries in which it operates.

Any breach of these laws can have serious consequences for Damstra and for the individuals involved. If you have any questions about how to comply with laws, please refer to your manager.

Where differences exist between this Code of Conduct and the relevant legal requirement in a country, whichever sets the higher standard of behaviour should be followed.

All accounting transactions must be properly authorised and accurately recorded as required by the relevant law and accounting standards and be compiled in accordance with Damstra procedures.

Damstra expects that all employees will gain approval for every transaction before carrying it out and ensure that accurate and true records of all transactions (including those giving rise to liabilities) are maintained in company accounts, financial statements and documents.


  • Keep accurate and true company books, records, accounts and documentation.
  • Make sure that you obtain approval from a person with the right level of authority for all transactions.
  • Report on any weaknesses or irregularities in relation to internal controls, accounting or audit matters.
  • Bring circumstances of apparent conflict between strict legal obligations and this Code of Conduct to the attention of your manager.


  • Carry out a transaction that has not been approved in advance.

Records Management

Damstra has obligations to retain records in compliance with legal, tax, regulatory, accounting and business management requirements. Where each applicable retention period is over, appropriate disposal is required. Examples of business records are contracts, licences, audit reports, financial information, product and service specifications, corporate policies, guidelines and minutes of meetings.

It is content and not format that determines what constitutes a business record with the result that electronic records, including images, emails, instant messaging, voice recordings and electronic files must be treated in the same way as records in any other format.

Some information in the carrying on of business activities only has temporary value and should be disposed of as soon as it is no longer required. This requires the exercise of individual judgment.

If litigation is threatened against Damstra or it is reasonable to assume that litigation might occur out of a transaction, dealing or regulatory filing it is a breach of the law to destroy records relevant to that matter.


  • Make sure that you understand the difference between a business record and temporary information.
  • Classify and store records in line with Damstra requirements.
  • Preserve information in a way that it can be quickly and easily accessed.
  • Dispose of records appropriately after their retention period has expired.


  • Dispose of any documents if the subject matter is subject to actual, pending or threatened (or is reasonably likely to become subject to) litigation, governmental or regulatory investigation or tax audit.

Reporting Improper or Inappropriate Conduct

Consistent with Damstra’s core values of honesty, integrity fairness and respect Damstra is open about any employee, supplier, customer or other person dealing with Damstra having a right to raise concerns about possible non-compliance with this Code, any Damstra policies or procedures or laws. Any such concerns can be raised with an assurance from Damstra that there will be no disadvantage or prejudice as a consequence.

If you observe actions or behaviour that you suspect may breach this Code, a Damstra policy or procedure or that may breach a legal obligation or requirement you are encouraged to report the concern to your manager, Damstra’s Chief Executive Officer, the Chair of the Audit and Risk Committee, the Company Secretary or Chairman of the Damstra board of directors.

You must also ensure you read and comply with Damstra’s Whistleblower Protection Policy, which can be found on the Damstra Self Service system.

Consequences for breaching the Code or Policy

All suspected occurrences of improper or illegal conduct or breaches of the Code or a Damstra policy, will be thoroughly investigated by Damstra. If these investigations reveal Code or policy breaches, appropriate disciplinary and remedial action will be taken, dependent upon the nature of the breach. This will range from providing the director, senior manager or employee with training, coaching and counselling through to formal warnings and termination.

It is important that concerns can be raised without fear of victimisation. Damstra will take all appropriate measures to protect individuals against any detrimental action arising from raising concerns. If you believe that you are being subject to such treatment, you should inform your Manager, Human Resources Manager, the Chairman of the Audit and Risk Committee or the Company Secretary immediately.

You have a responsibility to immediately report any breach (or potential breach) of the Code, by you or a colleague, to your manager. Make sure you know your obligations and responsibilities, and comply with them.

Application guidance

Before taking any action ask yourself:

  • Is my action in line with this Code and with Damstra’s Policies?
  • Is it fair to all concerned?
  • Can I justify/explain my action?
  • Am I getting a personal benefit from the decision I am making that is or could be in conflict with Damstra’s interests?
  • How would I feel if my action was made public?
  • Would I feel comfortable explaining my actions to my family?
  • Would I feel that I had done the right thing?
  • Would I be happy if I was treated this way?
  • How would my behaviour be viewed a year from now and in 5 years’ time?

If the answer to any of these things is “No” or “Not Sure” stop, reconsider your actions, and seek advice.

Adoption of Code and Board Review.

This Code of Conduct was adopted by the Damstra Board of Directors in August 2019 and replaces any previous code or policy in this regard.

Modern Day Slavery Policy

1. Purpose of the Policy

1. This policy affirms our commitment to contribute to ending all forms of modern slavery and outlines our approach to reducing the risk of modern slavery practices within our supply chains and operations.

2. It is consistent with our culture of high ethical standards, including compliance with applicable laws, contractual and other obligations. As a result, this Modern Slavery Policy is part of the Company policies.

3. This Policy also supports the intent of international conventions, treaties and protocols relevant to combatting modern slavery and the Modern Slavery Act (Cth) 2018.

2. Context

1. Modern slavery describes situations where coercion, threats or deception are used to exploit individuals and undermine or deprive them of their freedom. There are an estimated 40.3 million victims of modern slavery globally. Women and girls are over-represented, comprising 71 per cent of victims and nearly two-thirds of modern slavery victims are in the Asia-Pacific region.

2. Damstra commits to contribute to ending all forms of modern slavery, both in Australia and overseas, by ensuring our own supply chains and operations don’t contribute to modern slavery practices, and to take appropriate action to respond to the humanitarian impacts of modern slavery.

3. Scope of Policy

1. This Policy applies to all employees, partners, suppliers, and contractors. This will also apply to all companies, processes, or systems where the Company has significant control as a result of merger, acquisition, joint venture, or other business relationships.

4. Definitions

1. Modern Slavery Act 2018 (Cth) being the Commonwealth legislation (the Act) enacted by the Parliament of Australia on 29 November 2018 (and may be amended from time to time).

2. Modern slavery for the purposes of this policy is defined as including eight types of serious exploitation and outlined in Section E.5.

3. Operations is defined as activity undertaken by Damstra Technology.

4. Partnership means all relationships between Damstra and a Partner, thereby potentially creating a public association of image between the Partner and Damstra. This relationship includes arrangements of; customer-supplier, other related initiatives, and strategic alliances.

5. Risks of modern slavery practices means the potential for Damstra to cause, contribute to, or be directly linked to modern slavery through its supply chains and operations.

6. Damstra Person (collectively, People) include any current:

a. Board of Directors

b. Executive Leadership;

c. Employees;

d. Strategic Partners; and

e. Contractors.

7. Suppliers is defined as any organisation or person who provides us with goods or services, including their subcontractors, agents, related entities and consultants.

8. Supply chains is defined as the products and services (including labour) that contribute to Damstra’s own products and services. This includes products and services sourced in Australia or overseas and extends beyond direct suppliers.

5. What is Modern Slavery

1. Modern slavery is defined by the Modern Slavery Act (Cth) 20184 to include eight types of serious exploitation and which can be understood as:

a. trafficking in persons, which is the recruitment, harbouring and movement of a person for the purposes of exploitation through modern slavery. Exploitation also includes the prostitution of others or other forms of sexual exploitation, forced labour or services, slavery or practices similar to slavery, servitude or the removal of organs;

b. slavery, which is where the offender exercises powers of ownership over the victim;

c. servitude which is where the victim’s personal freedom is significantly restricted and they are not free to stop working or leave their place of work;

d. forced labour, which is where the victim is either not free to stop working or not free to leave their place of work;

e. forced marriage, which is where coercion, threats or deception are used to make a victim marry or where the victim does not understand or is incapable of understanding the nature and effect of the marriage ceremony;

f. debt bondage, which is where the victim’s services are pledged as security for a debt and the debt is manifestly excessive or the victim’s services are not applied to liquidate the debt, or the length and nature of the services are not limited and defined;

g. the worst forms of child labour, which involves situations where children are: exploited through slavery or similar practices, including for sexual exploitation; or engaged in hazardous work which may harm their health or safety, or used to produce or traffic drugs; and

h. deceptive recruiting for labour or services which is where the victim is deceived about whether they will be exploited through a type of modern slavery.

2. It can also extend to:

a. entering into a commercial transaction involving a slave;

b. exercising control or direction over, or providing finance for, any commercial transaction involving a slave or act of slave trading;

c. conducting a business involving servitude or forced labour (including exercising control over the business or providing finance to it);

6. Approach to Limiting the Risk of Modern Slavery Practices

1. Damstra will work proactively to reduce modern slavery within our supply chains and operations, and we expect all organisations we engage with to do the same.

Supply Chain

2. Damstra Technology’s Supplier Expectations

a. We expect all existing and new Suppliers to operate in full compliance with the laws and regulations in the jurisdiction where the goods are sourced, procured or services are performed.

b. Suppliers must use best endeavours to ensure that there is no modern slavery in their supply chains and operations. In the event Suppliers identify any occurrence of, or material risk of modern slavery in their supply chains or operations they are to take practical and effective steps to address that occurrence or risk. Suppliers must notify Damstra Technology as soon as practicable of any occurrence of, or material risk of modern slavery they have identified and notify relevant authorities where appropriate.

3. Damstra Technology’s contractual terms

a. Our contractual terms reflect Supplier obligations outlined in the Supplier contract, including compliance with our Code of Conduct, Australian modern slavery laws and those foreign modern slavery laws that apply in the location(s) in which they operate.

4. Supply chain mapping and risk assessment

a. We will require suppliers, where appropriate to the services they deliver, to complete the Modern Slavery Supplier Questionnaire ( which contains questions relevant to modern slavery. Answers to this questionnaire will provide us with a greater understanding of the risk of modern slavery within a supplier’s supply chains or operations and enable us to work with a supplier to reduce the risks identified. We will actively and progressively improve our understanding and oversight of all tiers of our supply chains.


5. Modern Slavery Policy

a. Damstra maintains a Modern Slavery Policy (this Policy) outlining our approach to reducing the risk of modern slavery practices within our supply chains and operations. The Policy provides guidance on the steps the Company takes to work with suppliers to reduce risks and the range of supports available for when a Damstra Person becomes aware that someone is at risk of or affected by modern slavery practices.

6. Incorporating modern slavery into other policies

a. When existing policies undergo policy review or new polices are under development, policy owners are required to identify existing modern slavery commitments that can be enhanced, or where modern slavery protections can be incorporated.

7. Human Resources

a. We are committed to ensuring the health, safety and wellbeing of our workforce and we maintain a suite of policies that are informed by and compliant with workplace and occupational health and safety laws, wherever we work. We ensure that our volunteers are engaged on a truly voluntary and non-exploitative basis.

Communications, Engagement and Training

8. Damstra People will be provided communications and training opportunities to enhance their understanding of the causes and humanitarian impact of modern slavery, the Modern Slavery Policy and our approach to limiting the risk of modern slavery within our supply chains and operations.

9. Damstra People with high purchasing responsibilities are provided briefing on the Damstra Supplier Expectations and contractual terms, Modern Slavery Supplier Questionnaire, and supporting suppliers to undertake due diligence.

10. Damstra People who initiate and/or periodically review relationships with third parties are provided with training to apply the central and whole of organisation due diligence tool and processes.

Continuous improvement approach to reducing the risk of modern slavery

11. We are committed to applying a continuous improvement approach to how we reduce the risk of modern slavery practices within our supply chains and operations.

12. We will seek feedback from Damstra People, Suppliers, Partners and other parties in regard to the success or otherwise of the actions we have taken to reduce the risk of modern slavery.

13. By 31 December each year we will publish a Modern Slavery Statement that outlines the steps we have taken over the calendar year to identify where our supply chains and operations may be contributing to modern slavery practices, and the actions we have taken to minimise these risks.

7. Reporting Concerns

Reporting unethical or unlawful conduct

1. A key part of supporting ethical standards is enabling Damstra People and Other People (including Suppliers and Partners) to feel free and safe to speak up when there are reasonable grounds to suspect that the Company or our People are not acting ethically or in accordance with laws and obligations.

2. Concerns about compliance or ethical issues or illegal or unethical activities are to be reported to the Group’s Whistleblower Protection Officer (WPO) – Paul Burrows, Chief Financial Officer.

3. The email address of our WPO is

4. Alternatively, it is possible to make a report via the following ways:

a. Whistleblower Hotline 24/7: 1800 676 787 if within Australia, or +61 2 8905 0356 if overseas;

b. Website:; or

c. Post: ATTENTION: PAUL BURROWS Suite 3, Level 3, 299 Toorak Road, South Yarra, VIC AUSTRALIA 3141.

Reports of unethical or unlawful conduct are responded to in accordance with the Australian Damstra Whistle Blower Protection Policy (

5. Reports of unethical or unlawful conduct are responded to in accordance with the Australian Damstra Whistle Blower Protection Policy (

Responding to concerns of modern slavery practices

6. The often-hidden nature of modern slavery practices means it can be difficult to identify and can be difficult for people to report. It is important to respond in a way that is safe, ethical and respects the dignity and rights of the person at risk or affected by modern slavery practices.

7. There are a range of supports available for when a Damstra Person becomes aware that someone is at risk of or affected by modern slavery practices, regardless of if this occurs within Damstra supply chains and operations or in the broader community.

8. In Australia, the Australian Federal Police is responsible for investigating suspected cases of modern slavery and can be contacted on 131 237 to discuss or report a suspected case. Contact can be made anonymously.

9. In an emergency and if someone is in immediate danger, please call Triple Zero (000) for police assistance.

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