SUNCORP GROUP LIMITED 1 December 2015
Attached for release is an updated copy of the Suncorp Group Securities Trading Policy.
Group General Counsel and Company Secretary Suncorp Group Limited
Suncorp Group Limited - ABN 66 145 290 124 - GPO Box 1453, Brisbane QLD 4001 1
www.suncorpgroup.com.au
OBJECTIVE
The key objective of this Policy is to set out the minimum expectations, rules and procedures to:
help Suncorp Group Directors, Employees and Contractors to minimise their risk of breaching the Insider Trading provisions of the Corporations Act 2001 (Cth) when Dealing in Securities; and
promote investor confidence in the integrity of the market for Suncorp Securities, and protect Suncorp Group's reputation from the damage it could suffer if that confidence were to be undermined by any Insider Trading, or perception of Insider Trading.
Refer to the Key Terms section of this Policy for full definitions of the defined terms used in this Policy.
APPLICATION
This Policy regulates Dealing by Suncorp Group Directors, Employees and Contractors in Securities in any company, including Suncorp Securities.
There are additional restrictions on Dealing in Suncorp Securities by Prescribed Persons and their Connected Persons.
POLICY STATEMENTS
Insider Trading is prohibited when Dealing in any Securities
All Suncorp Group Directors, Employees and Contractors must comply with the Insider Trading provisions of the Corporations Act at all times.
During the course of their roles, Suncorp Group Directors, Employees and Contractors may obtain Price Sensitive Information about the Suncorp Group, or other companies with which the Suncorp Group is conducting business or negotiating.
Any person who possesses Price Sensitive Information in relation to a company must not Deal in Securities of that company, regardless of the terms of this Policy or any written waiver given under this Policy in respect of such Securities.
Prescribed Persons and their Connected Persons are subject to restrictions when Dealing in Suncorp Securities
Prescribed Persons and their Connected Persons are deemed to be in possession of Price Sensitive Information during Closed Periods and therefore may not Deal in Suncorp Securities during Closed Periods, unless they have been granted a waiver to Deal due to Exceptional Circumstances (refer to Section 8).
Outside of Closed Periods, Prescribed Persons and their Connected Persons are required to obtain clearance before Dealing in Suncorp Securities (refer to Section 4).
If a Prescribed Person or Connected Person comes into possession of Price Sensitive Information after receiving a waiver or clearance to Deal, and before Dealing under this Policy they must not Deal, despite having received the waiver or clearance.
Certain types of Dealing in Suncorp Securities are exempt
The risk of Insider Trading, or the appearance of Insider Trading, is considered low for certain types of Dealing in Suncorp Securities. The following types of 'Exempt Dealing' are exempt from the restriction on Dealing during Closed Periods and the requirement to obtain clearance to Deal as set out in Section 2:
no change in beneficial owner: an off-market transaction in Suncorp Securities, where there is no effective change in the beneficial owner (such as a transfer to a family trust or a self-managed superannuation fund). However, where proposed to be undertaken by a Suncorp Director or their Connected Person, clearance to Deal must still be sought under Section 4;
takeover offer: a disposal of Suncorp Securities arising from acceptance of a takeover offer, scheme of arrangement or equal access buy-back;
pro-rata issue: an acquisition of Suncorp Securities under a pro-rata issue or a disposal of rights acquired under a pro-rata issue (e.g. a rights issue);
dividend reinvestment plan 'DRP' or security purchase plan 'SPP': an acquisition of Suncorp Securities under a DRP or SPP where the Prescribed Person or their Connected Person did not commence or amend their participation in the plan during a Closed Period (noting that this Policy does not permit Prescribed Persons or their Connected Persons from withdrawing from such plans during a Closed Period, other than in Exceptional Circumstances);
acquisition or forfeiture under employee incentive plan: the acquisition, forfeiture, lapse or cancellation of any Suncorp Securities under an employee share plan operated by Suncorp Group, noting that where Suncorp Securities cease to be held under the terms of a plan (e.g. when Suncorp ordinary shares are received on exercise of an option), Prescribed Persons and their Connected Persons must only Deal in those Securities in compliance with Section 2;
predetermined investment plan: an acquisition or disposal of Suncorp Securities under a predetermined investment or divestment plan for which prior written clearance has been provided under Section 4 of this Policy and where: (1) the Prescribed Person or their Connected Person did not enter into or amend the plan during a Closed Period; (2) the plan does not permit the Prescribed Person or their Connected Person to exercise any discretion over how, when, or whether to acquire or dispose of the Suncorp Securities; and (3) noting that this Policy does not allow for the cancellation of the plan during a Closed Period other than in Exceptional Circumstances;
third party investments: indirect and incidental Dealing that occurs as a consequence of a Prescribed Person or their Connected Person Dealing in Suncorp Securities issued by a managed investment scheme, listed investment company, exchange-traded fund or similar investment vehicle that is managed by a third party and that holds Suncorp Securities as part of its portfolio;
offer under prospectus or product disclosure statement: accepting an offer of (or invitation to apply for) Suncorp Securities made in (or accompanied by) a prospectus or product disclosure statement;
Prescribed Person or Connected Persons as trustee: where a Prescribed Person or their Connected Person is a trustee, Dealing in Suncorp Securities by the trust, provided that neither the Prescribed Person or their Connected Persons is a beneficiary of the trust and any decision to Deal in a Closed Period is taken by another trustee or by an investment manager independently of the Prescribed Person and their Connected Persons;
change of trustee: the disposal of Suncorp Securities occurring merely because of a change of the trustee of a trust;
gifts and inheritance: an off-market transaction in Suncorp Securities where no or only nominal consideration is given or received by the Prescribed Person or their Connected Persons (including a transfer of Suncorp Securities by the legal personal representative of any person to a beneficiary of that person's estate);
involuntary disposal under a margin loan: a disposal of Suncorp Securities that is the result of a secured lender exercising their rights, for example, under a margin lending arrangement.
To avoid doubt, any Exempt Dealing remains subject to the Insider Trading provisions of the Corporations Act, and hence to the general restriction set out in Section 1 of this Policy.
APPLICATION AND CLEARANCE PROCESS
Prescribed Persons and their Connected Persons are required to seek clearance prior to Dealing
details of the proposed Dealing in Suncorp Securities (number and type of Suncorp Securities, name of the Prescribed Person or Connected Person who wishes to Deal, type of Dealing); and
an assurance that they are personally satisfied that they are not in possession of Price Sensitive Information.
Outside of Closed Periods, Prescribed Persons and their Connected Persons are required to obtain clearance before Dealing in Suncorp Securities (unless the proposed Dealing falls into an Exempt Dealing category set out in Section 3).
Dealing may not take place until the written clearance has been provided. Neither Suncorp nor the Suncorp Board takes responsibility for the consequences of any changes in the market value of Suncorp Securities whilst a clearance request is being considered.
To apply for a clearance to Deal the Prescribed Person must provide the following information to the Company Secretary by email, in writing or through any online portal made available for the purpose:
The Company Secretary will review the clearance request and seek clearance as follows:
Clearance request from | Clearance request to be provided by |
A Suncorp Director or their Connected Person | Suncorp Chairman |
Suncorp Chairman or their Connected Person | Suncorp Audit Committee Chairman |
Another Prescribed Person or their Connected Person | Group CEO |
The person providing the clearance request will consider whether the Prescribed Person or their Connected Person is, or may be perceived to be, in possession of Price Sensitive Information. Clearance is not an endorsement of any Dealing, and individuals are responsible for their own investment decisions and compliance with the law.
Notification of decision
Any clearance request to Deal can be given, refused or withdrawn by Suncorp in its discretion, without giving any reasons. A decision to refuse clearance is final and binding on the person seeking clearance. If clearance to Deal is refused, the person seeking clearance must keep that information confidential and not disclose it to anyone.
If clearance to Deal is given the Company Secretary will send the Prescribed Person a notification of the decision by email or through any online portal made available for the purpose.
Suncorp Directors and members of the Suncorp Leadership Team must notify the Company Secretary within three business days of any Dealing in Suncorp Securities undertaken by them or their Connected Persons. In the case of Directors this is to ensure compliance with the ASX Listing Rules, and for the Senior Leadership Team this is to enable the Company Secretary to report to the Suncorp Board.
Timing and duration of clearance
The person providing the clearance may specify a time period of no more than five business days during which Dealing must be completed (for on-market Dealing, execution must occur within the specified period, but acknowledging settlement may occur outside the period). If Dealing is not completed during the specified time a further clearance will be required.
Record keeping
Prescribed Persons must keep, and make available to the Company Secretary on request, a register of Dealings by themselves and their Connected Persons, in the form of a record of every Dealing, together with supporting material such as contract notes or their equivalent.
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