The Company views breaches of the code as serious misconduct. Employees who have become aware of any breaches of this code must report the matter immediately to their line manager or the Company Secretary. The line manager or Company Secretary has the responsibility to report the breach to the appropriate senior management and to advise the relevant employee of the outcome and actions implemented. 

Any employee who in good faith, reports a breach or a suspected breach will not be subject to any retaliation or recrimination for making that report. 

Employees who breach the policies outlined in the Code may be subject to disciplinary action, including in the case of serious breaches, dismissal. 

## DIRECTORS 

The following additional comments apply to directors of the Company and aim to ensure directors have a clear understanding of the Company’s expectations of their conduct: 

## Fiduciary duties 

All directors have a fiduciary relationship with the shareholders of the Company. A director occupies a unique position of trust with shareholders, which makes it unlawful for directors to improperly use their position to gain advantage for themselves. 

## Duties of directors 

Each director must endeavour to ensure that the Company is properly managed so as to protect and enhance the interests of all shareholders. To this end, directors need to devote sufficient time and effort to understand the Company’s operations. 

Directors should ensure that shareholders and the ASX are informed of all material matters which require disclosure and avoid or fully disclose conflicts of interest. 

## Conflict of interest 

At all times a director must be able to act in the interests of the Company. Where the interests of associates, the personal interest of a director or a director’s family may conflict with those of the Company, then the director must immediately disclose such conflict and either: 

• eliminate the conflict, or 

• abstain from participation in any discussion or decision-making process in relation to the subject matter of the conflict. 

Executive directors must always be alert to the potential for a conflict of interest between their roles as executive managers and their fiduciary duty as directors. 

## Insider trading 

Information concerning the activities or proposed activities of the Company, which is not public and which could materially affect the Company’s share price must not be used for any purpose other than valid Company requirements. 

## STAKEHOLDERS 

The Board recognises that the primary stakeholders in the Company are its shareholders. Other legitimate stakeholders in the Company include employees, customers and the general community. 

The Company’s primary objective is to create shareholder wealth through capital growth and dividends by the continued development and application of its various products, and the provision of innovative customer and market focused solutions. 

The Company is committed to conducting all its operations in a manner which: 

• protects the health and safety of all employees, contractors and community members; 

• recognises, values and rewards the individual contribution of each employee; 

• achieves a balance between economic development, maintenance of the environment and social responsibility; 

• maintains good relationships with suppliers and the local community; and 

• is honest, lawful and moral. 

All employees (including directors) are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company. 

The policies on this principle are disclosed on the Company’s website www.mineralresources.com.au. 

