The Board also promotes the maintenance of an open working environment in which all employees and contractors are able to report instances of unethical, improper, unlawful or undesirable conduct without fear of intimidation or reprisal. This is endorsed through the Whistleblowers Protection Policy. 

The Board has adopted a policy for trading in Cardno securities by Directors, Senior Executives and staff. The purpose of these codes is to guide Directors and Senior Executives in the performance of their activities and to define the circumstances in which both they and staff, and any associates, are permitted to deal in securities. This policy was reviewed and updated during the year to ensure best practice principles continue to be incorporated in the policy in line with the Listing Rules. 

These codes and policy have been designed with a view to ensuring the highest ethical and professional standards as well as compliance with legal obligations. Both codes and the policy are available for review in the Investor Centre of the company’s website. 

## Principle 4: Safeguard integrity in financial reporting 

The Managing Director and Chief Financial Officer have provided the Board with a statement confirming that the company’s financial reports present a true and fair view of the company’s financial position and are in accordance with relevant accounting standards. The Audit, Risk & Compliance Committee consists of two Non-executive Directors, Mr Barnes and Mr Johnston, and one Executive Director, Dr Johnson. Mr Barnes, an independent Non-executive Director, is Chairman of the Audit, Risk & Compliance Committee. Mr Barnes is not the Chairman of the company. Mr Massey stepped down from his position on the Committee on 18 August 2009 so as to avoid any potential conflict of interest between his role as a member of the Committee and his role as Chairman of the Board. Details of the number of meetings of the Committee and members attendance can be found in the Directors’ Report. 

The guidelines provide for the Audit, Risk & Compliance Committee to consist of at least three members and consist only of Non-executive Directors. The Board considers that it is appropriate to have one Executive Director on the Audit, Risk & Compliance Committee to ensure there is appropriate insight when considering the company’s operations and risks. 

The Audit, Risk & Compliance Committee requires the rotation at least every five years of the external audit engagement partner. The selection of the external audit engagement partner is assessed against specific criteria established and agreed by the Audit, Risk & Compliance Committee. 

The role, objective and responsibilities of the Audit, Risk & Compliance Committee are able to be accessed in the Investor Centre of the company’s website. 

## Principle 5: Make timely and balanced disclosure 

The company has adopted a Continuous Disclosure Policy which can be viewed in the Investor Centre of the company’s website. The purpose of this policy is to set out the procedures to be followed to enable accurate, timely, clear and adequate disclosure to the market and compliance with the ASX Listing Rules regarding disclosure. The Policy also operates to ensure that all employees are aware of their obligations for compliance within the continuous disclosure obligations. The Board regularly reviews its disclosure to ensure the market is kept informed of price sensitive or significant information in accordance with the Listing Rules. 

During the year the company approved a Confidential Information Policy which established standards of behaviour and processes regarding the manner in which the executives and employees handle confidential information relating to the company’s business. A copy of the policy has been distributed to all staff and is accessible on the company intranet. 

The Company Secretary has been nominated as the person responsible for communications with the Australian Securities Exchange (ASX). This role includes the responsibility for ensuring compliance with the continuous disclosure requirements in the ASX Listing Rules and overseeing and co-ordinating information disclosure to the ASX, analysts, brokers, shareholders, the media and the public. Further comments related to making timely and balanced disclosure are covered with consideration of the next Principle. 

## Principle 6: Respect the rights of shareholders 

The Board recognises the important rights of shareholders and strives to communicate with shareholders regularly and clearly – both by electronic means and using more traditional communication methods. Shareholders are encouraged to attend and participate at general meetings. The company’s auditors attend the Annual General Meeting of the company and are available to answer shareholders’ questions. 

The Communications Policy adopted by the company includes: 

 communicating effectively with shareholders through releases to the market via the ASX, the media, the company’s website, information mailed to shareholders and the general meetings of the company; 

 all information disclosed to the ASX is posted on the company’s website when it is disclosed to the ASX. Presentation material used in public presentations and to brief analysts is released to the ASX and posted on the company’s website; 

