Revised Code of Conduct - 25 July 2012 - JB Hi Fi

JB Hi-Fi Limited
Code of Conduct
25 July 2012
JB Hi-Fi Limited
Level 4, Office Tower 2
Chadstone Place
Chadstone Shopping Centre
1341 Dandenong Road
Chadstone
Vic 3148

Introduction
JB Hi-Fi believes in empowering its employees to enable them to fulfil their potential and
achieve the best outcomes for its customers and shareholders. The Company recognises
that, for this culture of empowerment to operate effectively, it is essential that all employees
are aware of, and act in accordance with, certain standards set by the Company. It is a
fundamental principle of JB Hi-Fi that all of our business affairs shall be conducted legally,
ethically and with strict observance of the highest standards of integrity and propriety. This
Code of Conduct is based on that principle.
This Code of Conduct sets out:
• the practices which will help to maintain confidence in the JB Hi-Fi’s integrity;
• the practices necessary to take account of JB Hi-Fi’s legal obligations and the
reasonable expectations of our shareholders; and
• the responsibility and accountability of individuals for reporting and investigating reports
of conduct which is not in accordance with this Code.
This Code provides information to assist in the understanding of the ethical values and
standards of behaviour that apply in all of our daily business activities and which will
maintain JB Hi-Fi’s reputation. Adherence to these values is fundamental to building
confidence in JB Hi-Fi, a partnership of trust between JB Hi-Fi and its stakeholders and
delivering value for JB Hi-Fi’s shareholders.
Application of Code of Conduct
This Code of Conduct should help to guide our employees’ conduct but cannot address
every circumstance that will arise. Instead it provides employees with a set of guiding
principles to work within. For some issues more detail is set out in our terms & conditions of
employment and other JB Hi-Fi policies and procedures that must be complied with.
This Code of Conduct sets the standards expected of us all within JB Hi-Fi and applies to all
directors and all employees. References to “employees” in this Code of Conduct include
directors where the context permits.
It is the responsibility of every person covered by this Code of Conduct to conduct
themselves in accordance with the Code.
The Board of Directors has approved this Code of Conduct and fully supports its objectives
and content.
Commitment to the Code of Conduct
It is required that each employee of JB Hi-Fi and its subsidiary companies:
• reads this Code of Conduct, makes sure he/she understands it and asks the Human
Resources Department if there is anything that he/she does not understand;
• agrees to it by signing the declaration at the end; and
• follows the Code of Conduct at all times during their employment.
Breaches of the Code of Conduct
All employees have an obligation to ensure compliance with this Code. If you see behaviour
that you believe breaches this Code you should raise the issue with your manager or with
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the Human Resources Department. If you are not comfortable doing this you should report
the matter to STOPline (further information about STOPline is set out below). All suspected
breaches of this Code will be thoroughly investigated and, if a breach is found to have
occurred, appropriate action will be taken, which may, in the most serious cases, include
termination of employment.
Note: This Code of Conduct does not create any rights for any employee, customer,
supplier, competitor or other person or entity.
Overriding Principles
As a company, JB Hi-Fi will:
1. respect every employee's dignity, rights and freedoms;
2. provide a working environment that is safe, challenging and rewarding;
3. recognise the achievements of each of our employees;
4. respect customers’, suppliers’ and employees’ personal and sensitive information;
5. reinforce JB Hi-Fi’s commitment to the highest standards in business and professional
ethics; and
6. obey the law.
As employees, we will:
1. treat customers, the public and fellow employees with honesty, courtesy and respect;
2. respect and safeguard the property of customers, JB Hi-Fi and fellow workers;
3. perform our duties, as best we can, taking into account our skills, experience,
qualifications and position;
4. do our jobs in a safe, responsible and effective manner;
5. maintain confidentiality of all customers’, JB Hi-Fi’s and other parties' personal and
sensitive information gained through our work in accordance with privacy legislation;
6. ensure that our personal, business and financial interests do not conflict with our duty to
JB Hi-Fi;
7. work within JB Hi-Fi’s policies and procedures; and
8. obey the law.
If we as employees undertake these obligations and responsibilities, our workplace, job
satisfaction and performance will benefit and we will better achieve our Company's business
goals and create value for our shareholders.
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Guidelines for Expected Behaviour
AREA
INAPPROPRIATE
BEHAVIOUR
EXPECTED BEHAVIOUR
JB Hi-Fi wants staff to be able to devote their full attention and best efforts to
the job in a supportive and safe working environment.
Inappropriate behaviour will not be tolerated in any circumstances.
Inappropriate behaviour includes:
• Harassment;
• Discrimination;
• Bullying and intimidation.
The Company encourages employees to report instances of dishonest or
inappropriate behaviour to their manager or Human Resources. However, the
Company recognises that, in certain situations, employees may feel
uncomfortable doing this and has therefore engaged an external company,
STOPline, to ensure that the matter is handled with sensitivity, impartiality
and confidentiality.
STOPline’s experienced and qualified interviewers will ensure anonymity, if
required, and after assessment will convey details of the disclosure only to
the Group Human Resources Manager for appropriate attention. JB Hi-Fi’s
senior management are committed to ensure corrective action is taken when
appropriate.
Disclosures will be confidentially examined by the Group Human Resources
Manager who is a member of the Senior Management Team and reports
directly to the Company’s CEO. If necessary, disclosures will be investigated
either internally or by an independent investigator. If warranted, criminal
matters will be referred to police. JB Hi-Fi is committed to the protection of
anyone making a genuine disclosure.
STOPline will provide a supportive network to listen and respond to concerns
of dishonest practices (e.g. theft), or improper behaviour including
harassment or intimidation and ensure the expectations of the person making
the disclosure are realistic.
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AREA
NON-
DISCRIMINATION
PERSONAL
CONDUCT
POLITICAL
ASSOCIATIONS
COMPUTERS
EXPECTED BEHAVIOUR
JB Hi-Fi is committed to providing all employees with equal opportunity.
Discrimination or harassment based on race, colour, religion, gender, age,
marital status, disability or other factors unrelated to legitimate business
interests, will not be tolerated.
• All employees are entitled to their personal preferences in private or
political matters.
• No pressure should be placed on anyone to influence those preferences
and no approval or disapproval of anybody's private or political
preferences or activities should be shown by anyone in their JB Hi-Fi role.
• Recruitment, promotions and other conditions of employment or career
development will be based on individual merit.
Employment and advancement decisions within JB Hi-Fi will be based upon
merit, qualifications and competence and will not be issued or affected by
unlawful discrimination on grounds of gender, age, marital status, sexuality,
parental status, pregnancy, physical features, disability or impairment, ethnic
origin or religious, political or other beliefs.
Further detail is set out in the Company’s Diversity Policy and in the
Procedure for the Selection and Appointment of Directors.
Employees' personal conduct should be fully consistent with this Code.
Employees should deal fairly and honestly with each other, our customers,
suppliers and competitors.
All customer contacts should be handled professionally and courteously.
Employees should report to work as required and when an absence is
unavoidable, promptly notify the appropriate person of the reason.
JB Hi-Fi must not be used to support a political party, a member of a party, or
an independent politician, either in Australia or overseas. When acting on JB
Hi-Fi’s behalf, no material action should be made which might be seen as
assisting a political party, politician or political candidate. However, this does
not include normal hospitality when conducting business.
The use of e-mail, the internet and social networking during working hours is
primarily for the conduct of JB Hi-Fi business. Reasonable private use of
email is permitted provided that messages do not contain any offensive or
harassing statements, do not embarrass the Company or make the Company
liable for any breach of law and otherwise comply with the Company’s e-mail
policy.
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AREA
SOCIAL
NETWORKING
WORK
ENVIRONMENT
EXPECTED BEHAVIOUR
Employees using social networking media such as Facebook, My Space and
Twitter must follow the Company’s Social Networking Websites Policy. This
provides that:
• employees must not make any offensive, intimidatory or harassing
statements which could be linked back to JB Hi-Fi in any way; and
• internet “chatting” by employees must not embarrass the Company or
make the Company liable for any prosecutions.
Employees wishing to establish a social media identity affiliated with JB Hi-Fi
must obtain the consent of their Manager, sign a Social Media Participation
Agreement and comply with JB Hi-Fi’s Social Media Engagement Policy
Document.
JB Hi-Fi is committed to providing its employees with a working environment
which is healthy, safe and productive. Workplace Safety Legislation states
that all employees also have a duty to take care of their own health and
safety and of others affected by their actions at work within their control.
JB Hi-Fi’s OH&S Policies and Procedures are outlined in the JB Hi-Fi OH&S
Management System.
The abuse of prescription drugs or the use or possession of illicit drugs by
employees is not acceptable. Neither is the consumption of alcohol, where it
affects customer service, other employees, work performance, public
relations, safety or where it violates the law.
Besides physical factors, our work environment should also be challenging,
stimulating and rewarding for us all.
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AREA
COMPETITORS
AND FAIR
COMPETITION
CUSTOMER
SERVICE
EXPECTED BEHAVIOUR
Employees having knowledge of commercially sensitive information and/or
having a significant vested interest in a competitor of JB Hi-Fi must disclose
that interest. Where, in the opinion of the employee's immediate supervisor,
the interest constitutes a conflict of interest, those employees should divest
themselves of that interest.
Fair competition means that we will:
• know about and follow JB Hi-Fi’s legal obligations in respect of its
competitors and competition; and
• compete on the basis of customer service rather than by obstructing
competitive conduct.
As part of our commitment to fair trading, management and staff:
• will not unfairly discriminate between customers when supplying
products or services;
• will not refuse to deal with, or discriminate against, a customer for any
improper reason;
• will not intimidate or threaten another person or organisation.
It is not appropriate to make any disparaging or untruthful remarks about any
of our competitors, their products or services. We aim to conduct our
business fairly, and to compete solely on the merits of our products or
services.
We aim to be an effective competitor and to act according to accepted
community and ethical standards.
No bribes, payoffs or kickbacks will be paid. In all dealings with others, we will
be courteous, well-informed and truthful, and careful not to misrepresent the
quality, features or availability of our products.
Competitive information will be obtained only by ethical means - covert
attempts to gain competitive information are not permitted.
We must ensure that we deliver exceptional value and service to our
customers by conducting ourselves with integrity and in a manner that
ensures:
• there is a safe, welcoming and friendly environment at all times for
customers;
• we provide unsurpassed customer service based upon excellent interpersonal
skills and expert product knowledge; and
• the products and services that we provide are safe and of a high
standard.
JB Hi-Fi has a number of non-negotiable customer service standards that
must be followed by retail staff in order to ensure that we achieve our aim of
providing the best customer service in the industry.
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AREA
OUTSIDE
EMPLOYMENT
AND OTHER
ACTIVITIES
PROTECTION OF
INFORMATION
(PRIVACY)
SUPPLIERS
(CONFLICTS OF
INTEREST AND
UNDUE
INFLUENCE)
COMPANY
ASSETS
EXPECTED BEHAVIOUR
Extreme care should be taken to ensure that active participation, on a parttime
or freelance basis, in any outside business, whether or not such
business is a supplier, customer or competitor, does not create a conflict of
interest.
Unauthorised disclosure of JB Hi-Fi information, including the misuse of
intellectual property belonging to JB Hi-Fi (including its logo/trademark), is
prohibited.
All information relating to JB Hi-Fi business obtained by employees in the
course of their employment is to be considered confidential unless JB Hi-Fi
has officially made the information public.
Employees must follow the Company’s Privacy Policy in respect of the
“personal information” of customers.
Each employee involved in buying goods and services on JB Hi-Fi’s behalf
must avoid any relationship, financial or otherwise, with suppliers that could
be seen as unfairly influencing judgement or as giving rise to a conflict of
interest.
JB Hi-Fi’s assets, including goods, money, intellectual property or the
services of other JB Hi-Fi employees (including contractors), must not be
used for personal gain. This includes, but is not limited to:
• improper use of Company information;
• transcription of computer software programs regardless of whether or not
the programs are protected by copyright;
• falsification or improper use of corporate cards, expense accounts or
other similar accounts;
• unauthorised use of the JB Hi-Fi Logo/Trademark.
JB Hi-Fi’s property and merchandise is not to be removed from JB Hi-Fi's
premises without authorisation. This includes any samples of merchandise
received. If, for business reasons removal is necessary, then appropriate
approvals must be obtained. Every employee while in control of any JB Hi-Fi
assets, particularly cash or other valuables, is personally responsible for
them.
Employees must follow the Company’s Policy regarding promotional and
sample stock received from suppliers
Anyone using a company vehicle should ensure that it is not used in a way
that will reflect badly on JB Hi-Fi. Vehicles must not be used for unauthorised
purposes.
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AREA
CONFLICT OF
INTEREST
ENVIRONMENT
GIFTS, LOANS,
HOSPITALITY
EXPECTED BEHAVIOUR
A conflict of interest exists where loyalties are divided. Employees of JB Hi-Fi
have a potential conflict of interest if, in the course of performing their duties,
any decision they make provides any improper gain or benefit to themselves
or a third party.
Any interest which may constitute a conflict of interest (such as a financial or
other interest in a company that JB Hi-Fi conducts business with) must
promptly be disclosed to the appropriate senior manager or Chairman (for
directors).
All employees are responsible for maintaining and protecting the
environment. Employees should, therefore, always consider the impact of
their activities on the environment and the local community, including the way
in which waste is disposed, chemicals are used and stored, and natural
resources utilised.
JB Hi-Fi is committed to the following environmental initiatives:
• a 5 year action plan under the Australian Packaging Covenant;
• the Carbon Disclosure Project;
• Mobile Muster (the return of unwanted mobile phones);
• Cartridges for Planet Ark (the return of empty ink cartridges); and
• Store recycling of cardboard, paper and toner cartridges.
No-one should ask for or accept any gift, loan, unusual or expensive
hospitality or other benefit of significant value unless approved in advance by
their manager. Approval will not be given where it is felt that acceptance of
the gift could impose pressure on the employee’s judgement, or could result
in, or be seen to result in, a conflict of interest, or could damage business
relationships with others.
• Hospitality in the form of entertainment in the interests of normal
business practice is normally acceptable. However, it is important not to
give any impression that there may be a connection between the
hospitality and business opportunities.
• If an employee is sent a significant gift, that person should report it to his
or her manager. The manager will determine if it is appropriate to accept
the gift or return it with a polite note. If in any doubt about gifts, hospitality
or concessions offered, then ask your manager.
A gift is defined here as an item or service of significant value. Unsolicited
promotional materials of little or nominal value such as pens, pencils, key
rings, diaries, etc. are not gifts for the purposes of this definition.
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AREA
HELPING HANDS
& CHANGE FOR
CHANGE
PUBLIC OR
COMMUNITY
SERVICE
LEAVING THE
COMPANY
BUSINESS
RECORDS
RECORDKEEPING
CONTINUOUS
DISCLOSURE
EXPECTED BEHAVIOUR
JB Hi-Fi recognises its responsibility to give back to the community. We
believe that workplace giving is an efficient and effective way to do this.
Employees are encouraged to participate in the Company’s Helping Hands
Program which allows employees to donate to charity partners through
regular payroll deductions. All donations are matched dollar-for-dollar by JB
Hi-Fi.
"Change For Change" is the Company’s "spare change" donation program.
Donation boxes are installed in all stores and the Support Office to
encourage our customers and employees to donate some of their spare
change to help change the lives of others. All donations are divided evenly
between our charity partners.
JB Hi-Fi is concerned with the well-being of communities in which it is
located. If it is practical, management will endorse and support part-time
involvement by its staff in public or community service.
On leaving JB Hi-Fi each employee must surrender any JB Hi-Fi assets and
items containing business information. This includes intellectual property that
may have been created while working with JB Hi-Fi.
Employees must not destroy business documents and records that are
required by law to be maintained for a statutory period, nor must any records
be falsified or manipulated.
Accurate recordkeeping is essential to our reputation and credibility. We must
therefore ensure that we:
• comply fully with the relevant laws and accounting standards and
practices;
• adhere to the latest developments in accounting practice and policy;
• cooperate fully and honestly with our external auditors,
in order to ensure that JB Hi-Fi’s financial information is accurate and
presented in a timely manner.
JB Hi-Fi is committed to:
• complying with its continuous disclosure obligations contained in the
Listing Rules of the Australian Stock Exchange and under the
Corporations Act; and
• ensuring that all shareholders and the market have an equal opportunity
to obtain and review full and timely information about JB Hi-Fi’s securities.
Further information is contained in the Company’s Continuous Disclosure
Policy.
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AREA
LAW
TRADING IN
COMPANY
SHARES
OPEN
COMMUNICATION
AND ISSUE
RESOLUTION
PROCEDURE
EXPECTED BEHAVIOUR
JB Hi-Fi is subject to State, Territory and national laws. We have a duty to act
within those laws. The law helps to define our roles within JB Hi-Fi.
Employees are made aware of the relevant laws through their training. In
particular JB Hi-Fi’s Trade Practices Compliance Program is intended to
create awareness in management and staff of the requirements of the
Competition and Consumer Act 2010 (formerly the Trade Practices Act) and
the New Zealand Fair Trading Act and to ensure that JB Hi-Fi operates in
accordance with this law at all times.
No one can be directed to carry out an illegal act, and no one can justify
an illegal act by claiming to be acting under the order of a manager, or
to be simply complying with a policy.
Employees must ensure that all transactions in JB Hi-Fi shares comply with
the law (particularly the insider trading provisions).
Insider trading is the exploitation for the personal gain by any person of
“Inside Information”. Inside Information is information which is not generally
available which, if generally available, a reasonable person would expect to
have a material effect on the market price of JB Hi-Fi’s shares.
Employees must not buy or sell JB Hi-Fi shares while they possess Inside
Information about JB Hi-Fi.
Employees must consult JB Hi-Fi’s Company Secretary if unsure of the status
of a contemplated sale or purchase.
Trading JB Hi-Fi shares is governed by the ‘Securities Trading Policy – JB Hi-
Fi Limited’. All staff should ensure they are familiar with, and comply with,
this policy.
JB Hi-Fi encourages employees to exchange suggestions and constructive
comments with their manager. If necessary employees can escalate their
comments or questions to Senior Management or an alternative dispute
resolution provider under the Company’s Issue Resolution Procedure.
I understand this Code of Conduct and agree to follow it whilst an employee of JB Hi-Fi.
Name of Employee
………………………………………….
Signature of Employee
…………………………………………
Date: ………………………………
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