code of conduct - z energy · pdf filefor good in new zealand. ... why do we need a code of...

Code of Conduct

Z is a company of people. We may sell fuel and convenience goods, but ultimately it is our people who make us great, and who will make us greater. We are an aspirational company with aspirational people and the success of our business hinges on us and on our conduct as individuals.

We are embarking on a journey to establish ourselves as an extraordinary “world-class Kiwi company”. In an industry with large international players, we have much more to lose if we botch things up, but at the same time, we are in a unique position to make a difference. We understand New Zealand and New Zealanders, and we are irrevocably linked to each and every New Zealander through our shareholder, the New Zealand Superannuation Fund.

Letter from the CEO But being Kiwi in itself is not enough. We will become distinctive through our ability to truly do what matters – to contribute to the wider community, to use our collective voice to set an industry agenda for growth, while being a force for good in New Zealand.

Our vision and objectives are more easily achieved if we are consistent and we adhere to the company values, which align closely with the personal values of people in this organisation. This document aims to guide your decision-making process and to help you achieve “extraordinary”, both for yourselves and Z, all while doing the right thing.

Mike BennettsChief Executive Officer

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Our Purpose

Z’s purpose – the energy to do what matters – is the company’s single organising idea which guides our actions and behaviours. This purpose reflects our commitment to doing the right thing for New Zealand, and for our staff, stakeholders and customers.

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Values

Policies

Why do we need a Code of Conduct?

We acknowledge that in the pursuit of the wider set of business objectives Z people will have choices, some of these will be ambiguous, and the best path to take is not always clear.

The Code of Conduct is a cornerstone of expected behaviour and company culture. This document is the first place you should look if you have any questions on what is expected from you as a member of the Z team.

This Code is designed to help guide and inform the choices that Z staff make on a daily basis and ensure they do the right thing. It is designed to help Z’s people succeed through making choices that are consistent with two key parts of the company’s foundations: Z’s values and policies.

In the pursuit of our business objectives, our values and policies guide our decisions:

A world class Kiwi company that will:

• Deliver superior returns: at least 15% return on average capital employed and 5% above sector average

• Build an iconic Kiwi brand that transcends our industry

• Convert our sources of distinction to become sources of competitive advantage

• Use our voice to set an agenda for growth and innovation while being a force for good within our industry

• Be a sustainable business that has options beyond the current core activities

• Have a work environment more closely experienced as personal growth rather than just work

Like most things in life, working for Z is a choice. If you choose to be a part of Z, we expect you to take personal responsibility for ensuring that you conduct yourselves with integrity and respect, and act in Z’s best interests and in accordance with the law. This Code of Conduct is a document designed to help staff make good choices and, in doing so, to succeed at Z.

What does this Code of Conduct cover?

The Code provides reference information that you need to know when making choices. However, the Code cannot address every situation and neither can it provide a substitute for your individual responsibility, the responsibilities of your line manager or for exercising good judgement and seeking help when unsure.

Who does this apply to?

This Code of Conduct applies to all employees (including any secondee, contractor or consultant) of Z and its subsidiaries. It also applies to all directors of Z. If you are acting as a representative of Z, this covers you and you need to be aware of this Code of Conduct.

All employees and contractors to Z, including third party contractors, are required to read and understand this Code of Conduct, and acknowledge that they have done so. Please refer to the Acknowledgement at the end of this booklet.

The Code of Conduct is a cornerstone of expected behaviour and company culture.

This Code of Conduct is a document designed to help staff make good choices and, in doing so, to succeed at Z.

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What are our values?

A company has to have values that it is prepared to stand by. We do. Here they are and we’re standing by them. We reckon we should…

Be straight up – as far as we’re concerned there’s only one way to do business, and that’s the New Zealand way. So we make it our mission to be honest, open, transparent and real.

Have the passion – it is impossible to be the best unless you are absolutely passionate about what you are doing and you take ownership of it. We are and we do. Our business helps to keep the country running. Literally. And we intend to do it better than anyone and bring more benefits to the whole of New Zealand.

Share everything – we believe that so much more can be achieved if we are united. If we share our thoughts, our knowledge and our passion then we’ll all share the success.

Back our people and help them grow – we back our employees to grow and succeed. We give back to the neighbourhoods we work in. We back our customers by knowing what they want and making it happen for them.

Be bold – there’s no point being in this business to be just another energy company. We intend to be the best. We can only do that by taking the initiative, by challenging the status quo, by being bold and courageous, and by backing ourselves. So that’s exactly what we do.

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What are our policies?

Z has adopted a number of policies that govern business conduct and how employees, directors, secondees, consultants and contractors must conduct themselves in pursuit of company objectives.

Policies are enforceable guidelines that exist to guide and protect us. These include, but are not limited to, policies on the following:

Health, Safety, Security and the Environment

• HSSE

• Sustainability

Human Resources

• EEO (equal employment opportunities, harassment and bullying)

• Leave Policy

• Recruitment Policy

• Managing Disciplinary Procedures

• Termination of Employment

Commercial Conduct

• Z Trade Practices Guide

• The Commerce Act 1986

• The Fair Trading Act 1986

• The Consumers Guarantee Act 1993

• Commercial Pricing Policy

• Retail Pricing Policy

Policies are enforceable guidelines that exist to guide and protect us.

Information Technology (IT) and Equipment

• Acceptable Use Policy

• Desktop and Network Access Policy

• Information Classification and Access Policy

• Information Security Policy Framework

• Password Policy

• Systems and System Support Policy

Communications

• Communication and Disclosure Policy

• Market Communication

• Insider Trading

• Media Communication

Please take the time to review the full list of Z policies which are available on the staff intranet:

http://matters.gel.local/GetThingsDone/Documents/Forms/Policies.aspx

It is the responsibility of every employee, director, secondee, consultant and contractor to ensure they are familiar with all Z policy. It is a condition of signing a contract to work for Z in any capacity that policies be understood and followed at all times.

Employees are strongly encouraged to refer to company policies, or their manager, if they have concern about any conduct that may breach the law or Z’s policies.

If in doing this, an employee is not able to obtain a satisfactory response to their concern, or the concern is of a nature that could seriously affect the company and its reputation, employees may report their concerns to an appointed Whistleblower (see where to go for help on page 14) or higher authority in accordance with the Protected Disclosures Act. Employees who report any such concerns in good faith are assured that their reports are confidential and the source of the report will be kept secret in accordance with the policy and the law.

It is the responsibility of every employee, director, secondee, consultant and contractor to ensure they are familiar with all Z policy.

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What are your responsibilities as an individual?

This Code of Conduct cannot and does not purport to cover every scenario or situation you might face in the course of carrying out your duties. Our values and policies should guide every decision that you might make. The following pages offer guidance on expected conduct in relation to a range of groups that matter to us and that we deal with on a regular basis. Please familiarise yourselves with this Code of Conduct as significant breaches may be subject to disciplinary action, including termination of employment or engagement.

As an employee of Z, we expect you to:

• deal with Z openly and in good faith

• honestly and diligently carry out the responsibilities of your role and any related responsibilities to a high professional standard

• act at all times in a way that promotes and protects the Z business, reputation and relationships

• take all reasonable precautions while at work to ensure your own safety, and the safety of your colleagues and the public

• comply with reasonable requests and directions from Z, and

• comply with Z policies and procedures, which may be amended from time to time.

The most important question of all is: does this feel like the right thing to do?

If you are in doubt about whether your conduct is consistent with this Code, it may help you to ask yourself the following questions:

• What would a Z customer or shareholder expect or want me to do in this situation?

• What would my reaction be if my conduct was reported in the newspapers?

• Would my colleagues or manager consider my behaviour appropriate?

• What impact might this have on Z and its commitment to shareholder value?

• How would this change the views about Z in the communities that we operate in?

The most important question of all is:

• does this feel like the right thing to do?

If it doesn’t feel right, seek guidance or don’t do it.

What are the responsibilities of a supervisor?

Ensure that your staff understand their responsibilities, and intervene if you think there has been a breach of the Code or policies.

Should you encounter difficult decision-making situations or need guidance, please consult your line manager.

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What are the responsibilities of Z as your employer?

For our part, as your employer, we will treat you fairly, reasonably, lawfully and with respect. We will value the role that you play within the organisation, reward you fairly and have high regard for your safety and wellbeing.

You can expect Z to:

• deal with you openly and in good faith

• consult with you about any major changes that would impact you

• provide you with a healthy and safe workplace, and

• comply with Z’s policies and procedures, which may be amended from time to time.

Where to go for help

Any Z employee (including a contractor) who becomes aware of a legal, regulatory, policy or other compliance issue, or a breach of this Code, has a responsibility to report it.

Employees have the freedom to choose, from the list below, whom they would like to raise their concerns with. The following people are the primary points of contact within the organisation in relation to a breach of this Code:

Line Manager

General Manager Capability and Organisation Development (COD)

General Counsel

Chief Financial Officer

We will value the role that you play within the organisation, reward you fairly and have high regard for your safety and wellbeing.

If you are more comfortable speaking to someone externally, or the concern is of a nature that could seriously affect the company and its reputation, you may report your concerns to an appointed Whistleblower or higher authority in accordance with the Protected Disclosures Act. The Whistleblower hotline is staffed by a third party external to Z.

Employees who report any such concerns in good faith are assured that their reports are confidential and the source of the report will be kept secret in accordance with the policy and the law.

Whistleblowing hotline: 0800 403 478

You can also contact the Whistleblower service via email: [email protected];

Or letter:

The Whistleblower Service

PO Box 912028

Victoria Street West

Auckland 1142

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How are complaints or reports dealt with?

Your identity as a whistle-blower or someone who has raised concerns will remain confidential unless you explicitly state otherwise.

All complaints will be taken seriously and escalated as necessary, whether they are made to an internal Z person or through the Whistleblower hotline.

Z is committed to following up on all concerns raised. Issues will be escalated to senior management, the CEO, Board or Government authorities if and as appropriate.

Escalation procedure:

Our normal escalation procedure is as follows.

However, please note that serious wrongdoing can be reported directly to any other party higher in the hierarchy. Should there be a complaint indicating serious wrongdoing, the matter can be taken up directly with anyone higher up in the escalation process as appropriate. For example, a line manager may take up the matter directly with the Board, bypassing the general managers and CEO, should they feel that it would be the most prudent thing to do.

Monitoring

A summary of complaints, in accordance with the Protected Disclosures Act, will be provided to the Board on a bi-monthly basis.

Government body (eg Police, Serious Fraud Office, Department of Labour) or Regulatory Authority (eg Commerce Commission)

CEO

General Counselor GM CODor CFO

Line Manager or Whistleblower

hotline

Z Chairman or Z Board

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Z is committed to achieving and sustaining Zero Harm Workplaces. This means a commitment to no harm to people and to protect our environment. We will create a workplace where everyone views health and safety as natural and as important as quality, profit and customer service. Each Z employee is tasked with taking personal responsibility for making health and safety a vital part of the business.

We aim to constantly improve our health and safety performance, build workplaces which guarantee reported incidents will be investigated and action taken, and champion health and safety – inspiring our people, suppliers and customers to create Zero Harm Workplaces.

Safety

Examples of applicable policies

HSSE Policy

Provides guidance and rules

on safety and expected behaviour

that includes contractors and

suppliers to ensure everyone

stays safe:

• Commitment and policy

• Hazards and risk management

• Objectives and targets

• Planning and procedures

• Implementation

• Assurance

• Management review

Drug and Alcohol Policy

Provides guidance on ensuring

a workplace free of hazards

associated with the use of drugs

and/or alcohol. This policy covers

measures to overcome problems

that could impair an individual’s

safety and performance at work

and how to manage people who

are deemed unfit for work as a

result of alcohol or drug use.

Driver and Vehicle Policy

Describes Z’s expectations of

driver training and re-training, and

requirements for vehicle safety.

Questions to ask yourself:

Is this as safe as it can possibly be?

• Am I in breach of any life-

saving rules?

• If my CEO or HSSE Manager

saw me doing this, would he/

she disapprove?

• Am I demonstrating visible

HSSE leadership?

Need more clarification?

Talk to:

• General Manager Supply

and Distribution

• HSSE Manager

What matters to ?

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Z acknowledges that shareholders are prepared to invest in Z on the basis of the opportunity to obtain sustainable and acceptable returns. Hence, Z is committed to exceeding shareholders’ expectations, delivering exceptional results and becoming clear market leaders. We will behave with integrity at all times, and by doing this, cultivate a relationship of mutual trust and confidence with our shareholders.

Shareholders


Communication and Disclosure

This policy sets out the operating

principles and the controls around

how Z will communicate with all its

external stakeholders.

• Market communication

• Media communication

• Shareholder and Board

communication

• Customer communication

• Disclosure

Securities Trading Policy and Guidelines

This details Z’s policy on, and rules

for dealing in, Z securities. It also

covers insider trading.

Trade Practices

Provides guidance on the

Commerce Act 1986 (CA) which

covers competition law and

consumer protection legislation

including the Fair Trading Act

1986 (FTA) and the Consumer

Guarantees Act 1993 (CGA).


• What would a shareholder

expect or want me to do in this

situation?

• What impact might this have

on Z and its commitment to

shareholder value?

• Will my actions build trust?


Talk to:

• Chief Financial Officer

• General Counsel

Z believes that every individual has the right to be treated with human dignity and respect. We encourage diversity and appreciate the part that each person has to play. Together we aim to create a culture that is high-performing yet fun, and where each person feels valued. At the end of the day, we are all individuals working together as a team towards the same goals, so mutual trust, confidence and a willingness to help each other is crucial.

Colleagues


EEO, Harassment and Bullying

The purpose of this policy is to

provide guidance to staff on how

to identify, report and help prevent

unacceptable conduct occurring

at Z.

• Discrimination

• Harassment

• Bullying


• Am I making someone

uncomfortable?

• Do I feel like I need to talk to

someone?

• Are my actions for the good of

the company or only for myself?

Where to go for help or if you need more clarification:

• General Manager Capability and

Organisational Development

• Human Resources Manager

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Z respects the rights of our children and children’s children to a healthy and safe environment. We believe that natural resources are precious, and will continue to become more scarce and expensive. In order to be successful, our economic pursuits need to be in harmony with the environment and with society.

We will be industry leaders in pursuing environmental sustainability. In particular, we will seek to eliminate waste from our own operations and pursue zero harm to the environment.

Environment


Sustainability Policy

Provides guidance on our

approach to sustainability and our

environmental commitments.

HSSE Policy

Provides guidance and rules on

safety and expected behaviour



stays safe:





• Implementation

• Assurance



• Will this have an irreversibly

negative impact on the

environment?

• What would the reaction be if

my conduct was reported in the

newspapers?

• What impact might this have on

Z’s reputation?

• Would I be okay with this

activity next to where I live?


Talk to:

• General Manager Corporate

• HSSE Manager

Z aims to be a trusted provider to its customers and earn the status of industry leader by consistently delivering extraordinary results. We are committed to knowing our customers and understanding their requirements. We treat our customers with respect and dignity, we deliver value and friendly, positive customer service. We separate our customers from our suppliers - customers are not automatically favoured as suppliers and we do not coerce suppliers to become customers.

Customers


HSSE





stays safe:





• Implementation

• Assurance


Trade Practices








Procurement Policy

Applies to the procurement of any

third party goods and services and

provides guidance on ensuring

that procurement decisions reflect

and support the company strategy.


• What would my reaction be if

my conduct was reported in the

newspapers?


Z’s reputation?

• How would I feel if I were in the

customer’s shoes?

• Are my actions likely to result in

a loss of repeat business?


Talk to:

• General Manager Retail

• General Manager Commercial

• Marketing Manager

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Z is part of the communities we operate in, therefore, our success is linked to the well-being of the community. Hence, we aim to be a good corporate citizen who makes a positive difference.

Communities and people have the right to be treated fairly and with dignity and respect. We strive to be transparent and real in our interaction with communities.

Communities


Sustainability Policy

Provides guidance on our

approach to sustainability and our

commitments to the community,

including a framework for

sponsorship and investment.


• Is this fair on the community?

• How would I feel if my family

was part of this community?


Z’s reputation?


Talk to:


• Corporate Communications

Manager

• Brand and Communications

Manager

Z believes that maintaining good health and work-life balance is important in ensuring sustained high performance. We support the needs of our people, recognising the right to a healthy and balanced lifestyle.

Health


HSSE





stays safe:





• Implementation

• Assurance



• Am I compromising my, or my

colleagues’, health?

• Am I helping to create a healthy

environment where people’s

needs are being met?


Talk to:

• General Manager Capability and

Organisational Development

• HSSE Manager

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Z aims to build mutually beneficial relationships with our contractors and suppliers. We treat our contractors fairly and in a manner that we would like to be treated ourselves, such as paying our bills on time. We expect the same level of performance from contractors as is expected of the Z team.

Contractors and suppliers are chosen based on their merit, but with a preference for local investment.

Contractors and Suppliers


HSSE

Provides guidance and rules on safety and expected behaviour that includes contractors and suppliers to ensure everyone stays safe:• Commitment and policy• Hazards and risk management• Objectives and targets• Planning and procedures• Implementation• Assurance• Management review

Sustainability

Provides guidance on our commitment to sustainability and our expectations of contractors and suppliers.

Procurement Policy

Applies to the procurement of any third party goods and services and provides guidance on ensuring that procurement decisions reflect and support the company strategy.

Trade Practices Provides guidance on the Commerce Act 1986 (CA) which covers competition law and consumer protection legislation including the Fair Trading Act 1986 (FTA) and the Consumer Guarantees Act 1993 (CGA).


• Am I treating them in the same

way I would want to be treated

myself?

• Is their experience with Z a

positive one?

• Can I rely on them and can they

rely on me?

• Are they demonstrating the

required commitment to HSSE

and our Code of Conduct?


Talk to:

• Contracts and Procurement

Manager

• General Counsel

Given that we are a Kiwi company who also happens to be the largest player in many sectors of the New Zealand fuel industry, we are uniquely placed to lead and engage in discussion around the industry. Z is committed to open and transparent communication that builds relationships of mutual trust.

We aim to share our perspective and provide information and clarity to ensure the decisions made by Government are to the mutual benefit of Z and New Zealand as a whole.

Stakeholders and Government


Communication & Disclosure


principles and the controls around

how Z will communicate with all its

external stakeholders:



• Shareholder and Board

communication


This also covers insider trading

and disclosure.

Trade Practices










• Will my actions risk instigating a

case for regulation?

• Will Z’s stakeholders be

pleased?


Talk to:


• Corporate Communications

Manager

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Z and its employees conduct themselves with integrity at all times. We believe in exceptional performance and beating the competition, but we also believe in fair play and a competitive environment. Colluding is not tolerated under any circumstances.

We will not accept inappropriate gifts or partake in any activity that could be described as bribery or fraudulent behaviour.

Commercial Conduct


Trade Practices









• Can my actions be viewed as

“playing dirty”?

• Is my conscience clear?

• Could my actions be construed

as collusion?


Talk to:

• General Counsel

• Senior Legal Counsel

Z abides by all rules and regulations, including financial reporting and listing rules. We place a high emphasis on the accuracy and integrity of our reporting.

Financial Reporting


Communication and Disclosure


principles and the controls around how

Z will communicate with all its external

stakeholders.



• Shareholder and Board communication


This also covers insider trading and

disclosure.

Trade Practices

Provides guidance on the Commerce Act

1986 (CA) which covers competition law and

consumer protection legislation including

the Fair Trading Act 1986 (FTA) and the

Consumer Guarantees Act 1993 (CGA).

NZX Listing RulesThe NZSX/DX and NZAX Listing Rules set the

standard of conduct for all NZX listed issuers

(companies and other entities which issue

securities listed on NZX’s NZSX, NZDX and

NZAX markets). They are a comprehensive

set of requirements on listed entities.

The Rules cover matters including:

• limits on the unequal treatment of

shareholders

• the disclosure of information

• procedures for appointing and

remunerating directors


• Could this information be material?

• Is anything I have reported misleading

in any way?



Talk to:

• Chief Financial Officer

• General Counsel

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Z assets and equipment are made available to employees to assist in the carrying out of their responsibilities. In keeping with our values, we treat all company assets and equipment with respect and without wastage.

Company Assets and Equipment


Acceptable Use PolicyProvides guidance on acceptable

use of company equipment. The

purpose of this policy is to outline

the acceptable use of computer or

any equipment that is owned

or leased by Z.


• Is my use of company

equipment questionable?

• Will my actions compromise

the safety of our information?

• Am I unnecessarily costing

the company money?


Talk to:

• Assets Manager

• Business Technology and

Transformation Manager

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Other expectations we have of you

Whilst the below may seem obvious and already deeply rooted within your moral compass, as a responsible company, we feel we should nonetheless be clear on our stance when it comes to the following:

Acceptance of gifts

The line between token gifts of appreciation and those that might compromise the recipient is often not easily defined, but as a general standard a gift should not be accepted (whatever the nature or value) where it could be seen by others as an open inducement or a reward that might place Z under any obligation. This does not include customary gifts received as part of a normal marketing exercise by other businesses or persons, for example calendars or Christmas gifts.

As a general rule, you should obtain line manager approval before accepting any gifts in excess of $200. The Legal team maintain a central gift register for Z and all gifts received by staff over a value of $200 must be reported via this gift register. The gift register details the recipient, donor, value, description and purpose of the gift.

Conflicts of interest

Z values the integrity of its employees and your commitment to the interests of the company. Hence, we rely on you acting at all times, inside and outside the company, in an open and honest manner and in a way that does not interfere or conflict with your employment obligations.

Conflicts of interest may arise when you or someone close to you (such as a spouse or family member) has an association with another business that is substantially similar to or likely to be in conflict with Z’s business, or has an association with any business which is, or is seeking to become, a contractor, supplier or business partner to Z.

Z values the integrity of its employees and your commitment to the interests of the company.

Conflicts of interest are assessed in terms of the likelihood that an employee possessing a particular interest could be, or could appear to be, improperly influenced in the performance of their duties.

If you use or intend to use knowledge, information, experience or position gained through your association with Z to further yourself materially in some outside capacity, you have a duty to disclose this to your line manager.

If you consider that a conflict of interest does, or may, exist you must advise your line manager immediately.

Confidentiality

Except in the proper performance of one’s duties, you must not disclose (directly or indirectly) any information or knowledge regarding the affairs of Z’s business, its staff members and its customers, which is of a confidential nature.

You must not divulge, or use for other than company purposes, any confidential information which is the property of the company or may have been divulged to the company by a third party under an obligation of confidentiality, and you must take all reasonable precautions to maintain the security of such information.

This requirement continues even after you cease working for Z, until such time as the information ceases to be confidential.

Bribery and corruption

You must never accept or offer bribes. The direct or indirect offer, payment, soliciting or acceptance of bribes in any form (including favours) by Z employees is unacceptable.

We make no distinction between bribes and so-called facilitation payments, which are also prohibited. “Facilitation payments” are small payments to a low-level public official which is not officially required to speed up or enable a process which it is the official’s job to arrange. Z also seeks to ensure that contractors, agents and suppliers do not make facilitation payments on our behalf.

You must never accept or give a bribe, facilitation payment, kickback or other improper payment for any reason, whether or not it is received directly or indirectly. A kickback is the giving or accepting of money, gifts or anything of value that is provided in return for favourable treatment.

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Compliance

Z requires all of its employees, contractors, secondees and directors to comply with this Code of Conduct and with all company policy.

Behaviour contravening this Code of Conduct and the policies referenced within it will result in Z disciplinary procedures (or equivalent) being implemented.

Review

The Board shall regularly review the Code of Conduct to ensure its relevance.

Communicating the Code of Conduct

The Code of Conduct will be provided to all Z employees in hard copy, and will also be accessible on the Z intranet. Any changes to the Code of Conduct over time will be promptly communicated to employees. Staff are encouraged to speak to any member of the Executive team if they have any questions about the Code of Conduct.

Acknowledgement

All employees and contractors representing Z are required to take a short online test and acknowledge your understanding and acceptance of this Code of Conduct. You will receive an email from “SAFETRAC on behalf of Z Energy [email protected]” with a link to a short series of questions affirming your acknowledgement of this Code.

By accepting this Code, you acknowledge that you have read and understood the Z Code of Conduct, and take personal responsibility for conducting yourself with integrity and respect, acting in Z’s best interest and acting in accordance with this Code of Conduct, your individual employment agreement and the law.

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