Download the Santos Code of Conduct

Santos 

We have the energy. 

Code of 

ONDUCT 

JANUARY 2012 

Employee Handbook

INSIDE 

WELCOME [ 1 ] 

OUR VALUES [ 2 ] 

APPLYING THE CODE OF CONDUCT [ 4 ] 

RAISING A CONCERN [ 6 ] 

BUSINESS CONDUCT [ 8 ] 

WORKPLACE AND EMPLOYMENT [ 14 ] 

SUSTAINABILITY [ 17 ] 

BREACHES OF THIS CODE [ 21 ] 

QUESTIONS AND ANSWERS [ 22 ]

WELCOME 

Santos is committed to practising high standards of ethical conduct and full compliance with our legal 

obligations in all our operations. 

Everyone at Santos shares responsibility for this. This handbook sets out what is expected of our directors, 

employees, contractors and agents acting on our behalf in order to maintain these standards. 

The Code of Conduct is consistent with, and elaborates on, the Santos values. These values are the guiding 

principles that inform our decision-making and define not only the way our business is conducted, but what 

we stand for as a company. 

The oil and gas industry, as it should, faces much scrutiny, for our environmental and safety performance, 

our reliability, and the way we interact with our host communities. 

All staff who work for us are the faces of our company, and therefore we are all responsible for making sure 

that Santos is seen as an outstanding corporate citizen. It is our responsibility to conduct ourselves in all 

aspects of the business and all aspects of our interactions to the highest ethical standards. 

The principles that we set out in the Code are mandatory for all who work for Santos. 

I recognise that every day we face new and challenging decisions within the workplace. The Code of Conduct 

cannot allow for every particular circumstance. Instead, it provides a sound framework to help you make good 

decisions and define what is considered to be the norms of acceptable behaviour wherever you may be. 

Thank you for taking the time to read and understand this Code of Conduct, and for your commitment to 

ensuring Santos is a great place to work and a responsible and respected corporate citizen. 

David Knox 

Chief Executive Officer & Managing Director 

January 2012 

[ 1 ]

OUR VALUES 

We are a team that... 

DISCOVERS 

[ CREATIVITY. COURAGE. LEARNING. CONTINUOUS IMPROVEMENT. ] 

4We are always open to new ideas and opportunities to learn. We are continually making 

changes to improve our business. 

4We are passionate about finding new business opportunities and making the most of them. 

4We have the courage to take risks when appropriate. We learn from our successes as well as 

our failures. 

4We are flexible and adapt readily to change. We are determined to overcome all obstacles to 

success. 

COLLABORATES 

[ TRUST. RESPECT. SHARING. LEADERSHIP. ] 

4We value diversity and create an environment in which everyone is empowered to succeed. 

4We freely share information with each other, value different perspectives, ask questions, 

listen carefully and speak thoughtfully. 

4We are able to challenge each other when necessary. We can disagree without being 

disagreeable. 

4We take pride in our achievements. We recognise and value the contribution made by each 

member of our team. 

4We seek open and mutually rewarding relationships with our customers, suppliers, and joint 

venture partners. 

[ 2 ]

DELIVERS 

[ ACCOUNTABILITY. ALIGNMENT. EXCELLENCE. EFFECTIVENESS. ] 

4We are committed to achieving our vision and shared goals. We get behind every decision 

made by the team. 

4We take individual responsibility and honour our commitments. We make the difficult 

decisions. We do what we say we will do. 

4We consider the impact of our actions on others and involve all stakeholders before 

proceeding. 

4We plan and implement effectively and move quickly. 

CARES 

[ DOING THE RIGHT THING. ASSURING OUR FUTURE. ] 

4We all go home from work without injury or illness. 

4We will lighten the footprint of our activities. 

4We provide a supportive and challenging environment in which everyone has the 

opportunity to develop their full potential while pursuing a balanced life. 

4We achieve the highest ethical standards in all of our dealings. 

4We work to make every community in which we operate a better place. 

[ 3 ]

APPLYING THE CODE OF CONDUCT 

This Code of Conduct should be viewed as a guide that helps us make 

sound and responsible decisions about the way we undertake our business 

activities. It is not possible to clearly define every situation in which we 

may need to make a decision as to the appropriate conduct, or to define 

every law to which Santos will be subject. It is likely that we will face 

situations that are not covered by this Code nor specifically detailed in 

company policy. 

When facing such situations, you should ask yourself the following 

questions: 

4Am I authorised to make the decision? 

4Is the action legal? Does it contravene local or national laws, 

regulations or international standards? Could I justify it in court? 

4Is my decision in keeping with the spirit of Santos’ values, expected 

conduct, policies and procedures? 

4How would the decision look if published in a national or international 

newspaper? 

4Would I feel comfortable explaining my decision to my family and 

friends? 

4Does it feel right? 

In this document, you will find examples of some situations or decisions 

people at Santos may face and possible responses to help you understand 

your responsibilities. 

If in doubt about any of these questions or how to respond in a given 

situation, you should seek guidance or help from your leader, Human 

Resources representative, General Counsel or the Company Secretary. 

[ 4 ]

Santos Values 

Sustainable 

Operations 

Ethical 

Conduct 

External 

Environment 

[ASX Rules & Guidelines] 

[Laws] 

[Community & Shareholder 

Expectations] 

Behaviour 

Legal 

Compliance 

Santos Policies 

& Code of 

Conduct 

This diagram demonstrates the interrelationships between the internal and external expectations which 

influence and guide our decision-making. Ultimately, the behaviour we demonstrate will influence the 

perception others have of us as individuals and collectively as an organisation. 

[ 5 ]

RAISING A CONCERN 

While the majority of people try to do the right thing and behave in a 

responsible way, occasional deviations from acceptable practice may occur. 

Usually this is not deliberate but arises because it is unclear what is 

expected. It is only through raising concerns and addressing inappropriate 

and unlawful behaviour that we will be able to maintain the integrity Santos 

requires to successfully undertake its business. You are encouraged to raise 

concerns relating to business conduct and Santos’ leaders and directors 

are required to be receptive to issues raised. It is particularly important 

that you raise any concerns with your leader before taking action. The Q&A 

section and the Reporting Misconduct Policy also cover alternative reporting 

avenues where this may not be appropriate. 

> Issue Resolution Policy 

> Reporting Misconduct 

Policy 

> Counselling and 

Discipline Policy 

You are also encouraged to challenge others in an appropriate manner who 

you believe might be acting in a way that contravenes this code or Santos’ 

values. Where a breach or potential breach of the Code of Conduct has 

occurred you are encouraged to discuss the matter with your leader in the 

first instance. Your leader will then be responsible for taking appropriate 

follow-up action on your behalf. 

Issue resolution and escalation processes exist under a number of Santos 

policies and enterprise agreements. Where these normal channels have been 

exhausted or are inappropriate in the circumstances, you should use the 

reporting mechanism available through the Reporting Misconduct Policy. 

Under that policy, reports may be made confidentially to the independent 

Reporting Misconduct Hotline: 

Independent Hotline: 

(free within Australia) 1800 629 632 

(free within Indonesia) 001 803 61 184 

(other countries) +61 3 9667 3832 

Email: santos@deloitte.com.au 

Fax: +61 3 9691 8182 

[ 6 ]

Mail (free post in Australia only): 

Santos Reporting Misconduct 

Reply Paid 12628, 

A’Beckett Street, Victoria 8006 

You will not be disadvantaged if you make a report in good faith under this 

policy (by actions such as dismissal, demotion, any form of harassment, 

current or future bias, or in any other manner discriminated against in 

the terms and conditions of employment). Your calls, detailed notes and/ 

or emails will be dealt with confidentially and your identity and privacy 

will be protected. There may be however, subject to any legal restrictions, 

circumstances where Santos is required to inform the appropriate authorities 

of your identity and to provide information to them. This will occur where it 

is considered that there has been criminal activity or an apparent breach of 

the law. 

[ 7 ]

BUSINESS CONDUCT 

Legal Compliance 

Santos is committed, as a minimum standard, to complying with all 

applicable laws of the countries in which we operate. Santos is a legal entity 

in its own right, and its directors, officers and employees are subject to 

various legal requirements in relation to the conduct of Santos’ operation 

and their individual responsibilities. These include financial, corporate, 

disclosure, fair trading and other requirements. Whatever your role or 

position, you should be aware of and comply with the duties and obligations 

which apply to you under the law and regulations relevant to your work. 

Santos is committed to keeping you informed about relevant legislative 

and regulatory changes and obligations; however, you are encouraged to 

continually do what is necessary to ensure that your knowledge of legal and 

industry developments remains current. Assistance can be sought through 

the Office of General Counsel (or other relevant specialist departments) to 

clarify whether particular laws apply and how they may be interpreted. 

Conflict of Interest 

At Santos, we require you to avoid doing anything which might result in 

your or your family’s or friends’ interests conflicting with the interests of the 

company, or anything which could be construed as being in conflict. This 

means you should not do anything or make decisions relating to the business 

affairs or interests of the company where they are influenced by personal, 

private or outside (including investment) interests. Examples may include, 

but are not limited to, receiving or giving gifts and benefits or political 

contributions, and business activities and relationships or employment with 

other companies (for example, transacting with a supplier in which you or 

a family member have a financial interest). Where you believe there is any 

likelihood of a potential conflict of interest arising, you should declare and 

discuss it with your leader as soon as possible. 

> Conflict of Interest 

Policy 

> Gifts and Benefits 

Policy 

[ 8 ]

Receiving and Giving Gifts and Entertainment 

You should not accept any form of gift, service or hospitality, directly or 

indirectly, which might lead the giver to think they are going to benefit in 

some way. Similarly, you should not offer the same in order to gain a benefit 

for you or the company. This may include meals, transport, hotel stays, 

or entertainment. If you propose to accept a gift, other than a nominal 

token, you should advise your leader. Anything where the value is greater 

than A$250 or equivalent local currency should not be accepted without 

prior approval from your leader. Any gift or gesture of hospitality should 

be declined if it appears excessive or will result in any sense of obligation. 

When gifts are genuinely given out of goodwill, such as at Christmas time, 

it may be appropriate to share the gift/s around your department. If you 

are concerned about the level of generosity, motivation behind, or potential 

adverse perceptions regarding a gift or entertainment offer, you should 

discuss it with your leader. 

> Gifts and Benefits Policy 


Policy 

> Anti-Corruption Policy 

Political Affiliation 

For Santos, remaining politically neutral underpins healthy relationships 

with governments and governmental departments. You should not make any 

contributions to either individual politicians or to political parties to secure 

political or commercial influence on behalf of the company. Any donations 

under consideration require proper authorisation from the Chief Human 

Resources officer or Group Executive Public Affairs. This does not include 

private donations to political parties made by you in the state, territory 

and/or country where you vote. 


Policy 

[ 9 ]


Bribery and Corruption 

Santos prohibits the giving or receiving of any bribe, commission or 

inducement to third parties. This includes governments and their ministers, 

elected or appointed members, advisers or officials, or other companies 

and their respective directors, officers, employees or contractors. In most 

instances, such acts will be unlawful and will render you and possibly the 

company liable to criminal prosecution. Legislation exists in Australia and 

other countries in which we operate which specifically prohibits payments 

to public officials and other conduct regarded as corrupt practice. You must 

not make payments or give gifts or other non-monetary benefits to public 

officials for the purpose of influencing the official to help Santos obtain or 

retain privileges or secure special concessions either in Australia or overseas. 


As a general rule, no payment or benefit of any kind should be made to 

any government or other official. Although you may consider gifts to local 

officials to be in the nature of a token gratuity, it may be construed as 

an attempt to distort a proper decision making process. Accordingly, any 

gifts or benefits that are proposed to be given to a public official must be 

referred to the Vice President of your function and your country president 

(if outside Australia) and in accordance with the company’s Anti-Corruption 

Policy. 

Securities Dealing 

The Corporations Act prohibits certain activities with respect to dealings in 

securities. In particular, you or any person directed by you, must not buy 

or sell any securities (generally shares or options) in any company if you 

are in possession of price sensitive information (information that is not 

> Securities Trading Policy 

[ 10 ]

generally known by the market but which, if known, would influence the 

price of a security). As a Santos employee you may come into possession 

of price sensitive information in relation to Santos and other companies 

in business with Santos (whether by joint venture or contract) or that is 

being evaluated by a Santos Group company. You must also not disclose 

price sensitive information or (by virtue of being in possession of price 

sensitive information) encourage or enable another person to buy or sell 

any securities in Santos or another such company. You should refer to the 

Securities Trading Policy which sets out these responsibilities in more detail. 

These guidelines are relevant to anyone who may have access to price 

sensitive information. 

Shareholder Communication and Market Disclosure 

Santos has a Shareholder Communication and Market Disclosure Policy 

relating to its obligations under the Corporations Act and the Australian 

Securities Exchange Listing Rules. The intention is to keep the market fully 

informed of information which may have a material effect on the price or 

value of Santos’ securities. If you become aware of any information which 

may be price sensitive you must report it to your manager or a Disclosure 

Officer immediately. 

> Shareholder 

Communication and 

Market Disclosure 

Policy 

In view of Santos’ obligations to continuous disclosure, and to ensure that 

we consistently present information to our various external audiences, it 

is important that interaction with analysts and investors is centralised and 

coordinated. Only the Managing Director, Chief Financial Officer or Group 

Executive Investor Relations are authorised to speak on behalf of Santos to 

analysts and investors on company matters. 

[ 11 ]


Communicating with the Media 

Similarly, to ensure our continuous disclosure obligations are met and 

so that we can provide relevant and timely information to all of our 

stakeholders, contact with the media is also restricted. Only the Managing 

Director, Vice Presidents, Group Executive Public Affairs, Manager Corporate 

Communications or the Chief Financial Officer may speak on behalf of 

Santos to the media. No other employee may communicate with the media, 

or provide them with photographs, video footage, maps or other company 

information unless specifically authorised to do so by one of the above 

officers. 

> Media Contact Policy 

> Shareholder 

Communication and 

Market Disclosure Policy 

Speaking at Conferences 

Santos employees are often asked to make presentations at a wide variety 

of conferences on many different topics. While sometimes it is beneficial for 

Santos to be represented at such events, the issues of continuous disclosure 

and commercial confidentiality must be considered. Also, there are many 

conferences that are organised by commercial conference companies for 

their own financial gain. Santos does not generally support such conferences 

unless there is a material benefit for the company. Employees must seek 

the endorsement, via their leader and other relevant parties, of the Vice 

President of their function and their Country head (if outside Australia) 

before agreeing to speak at a conference. Once agreed they must submit 

their presentation to the manager of their department for approval who 

must consult with the Group Executive Investor Relations if the presentation 

contains any information which may be price sensitive. 

> External Speaking 

Engagements Policy 

[ 12 ]

Preparing and Presenting Technical Papers 

Similarly, many employees seek to prepare and present technical papers 

for publication in journals. In this regard, the same approval process as for 

speakers at conferences must be followed. 

> Preparing, Publishing 

and Presenting Technical 

Papers Policy 

Financial Management and Accounting 

Santos ensures its financial statements comply with accounting standards 

and present a true and fair view of the company’s financial position and 

performance in all material respects. We all have a responsibility for the 

integrity of our financial reporting by complying with internal controls 

ensuring the safeguarding of our assets and protecting the company from 

loss. 

> Financial Governance 

Policy 

Risk Management 

The effective identification and management of risks is a key element of 

being a successful and responsible business. We all have a responsibility 

to be continually aware of and to communicate a broad range of long-term 

and short-term risks. Risks can be anything that may harm our communities, 

adversly impact our licence to operate, damage our reputation or prevent us 

realising our business objectives. 

> Enterprise-wide 

Risk Management Policy 

[ 13 ]

WORKPLACE AND EMPLOYMENT 

Equal Opportunity, bullying and harassment 

Harassment, bullying and discrimination is unacceptable behaviour at 

Santos and will not be tolerated under any circumstances. Santos also 

strictly prohibits victimisation of any person as a result of them making an 

allegation of harassment, bullying or discrimination. All employees have a 

responsibility to uphold this. 

> Equal Opportunity Policy 

Any complaints of discrimination, harassment or bullying must be made 

honestly and must not be discussed with anyone other than those involved 

in complaint proceedings with a duty or legitimate right to know. Santos 

applies the merit principle, treating all employees and prospective 

employees fairly and equitably in all matters, regardless of irrelevant 

factors such as gender, race, religion, colour, marital status, age, 

disability or national origin. All Santos employees will be treated equitably 

according to their skills, qualifications, abilities and achievements. 

If you believe you are being discriminated against, harassed, bullied or 

victimised, or observe others being discriminated against, you should 

report the behaviour or incident to your leader. Where your leader is not 

available, or is the alleged offender, you should report the matter to the 

next level leader or Human Resources representative or to the Reporting 

Misconduct Hotline if the other reporting mechanisms are not appropriate. 

All allegations of discrimination, harassment, bullying or victimisation will 

be promptly and thoroughly investigated. 

[ 14 ]

Use of Company Resources 

At Santos, we require you to use company property, time and resources 

in a responsible and authorised manner. This means using resources for 

valid business purposes, being responsible for proper expenditure of the 

company’s funds, treating physical property with care and not removing 

property unless authorised to do so. It also includes using time at work 

efficiently and not for pursuing other personal business activities. You 

must not misuse or misappropriate property internally or dispose of any 

company property in an unauthorised manner such as by selling, lending 

or giving it away without proper permission. 

> Company Resources Policy 

> Conflict of Interest Policy 


Confidentiality and Intellectual Property 

In the course of your employment at Santos, you may be required to 

generate and access confidential and commercially sensitive information. 

Information or intellectual property acquired or developed by you in the 

course of employment belongs to Santos and could be of commercial 

value. It is important that all such commercially sensitive and company 

proprietary information is kept confidential and that the company’s rights 

to it are not prejudiced. Except in the course of carrying out your duties 

as a Santos employee or with a leader’s express authority, you must not 

give or disclose, directly or indirectly, any information about Santos’ 

business or anything of which you have knowledge. Further, the use or 

transfer of certain information owned by Santos may be subject to certain 

restrictions placed upon it contractually or by the law. In some cases, 

information should not be provided to any external party or to competing 

joint ventures within Santos unless it is in accordance with the Company’s 

Guidelines for Information Sharing. 

> Confidentiality Policy 

> Guidelines for Managing 

Information 

[ 15 ]

WORKPLACE AND EMPLOYMENT 

Privacy 

At Santos, we recognise the importance of protecting personal information 

which may be collected from individuals who become associated with our 

business. We are committed to taking all reasonable steps to comply with 

the Privacy Act and to protect the privacy of personal information that 

we hold. If you are in possession of personal information in the course 

of conducting your role, you should ensure it is only used for purposes 

set out in the Privacy Policy unless Santos is required by law to disclose 

specific information about an individual. 

> Privacy Policy 

Internet and Electronic Communications 

Santos provides internet access and email services to aid communication 

and the gathering of business information. Acceptable use of the internet 

includes information gathering, marketing and communications for 

business purposes. Acceptable use of the email system includes business 

communication, both internal and external to the organisation. You 

may only use company approved web browsers to access the internet, 

unless the loading and use of another browser is specifically authorised 

by the Manager, IT Services. Incidental and occasional personal use of 

the internet and email is permitted, provided it does not interfere with 

the performance of your duties, does not breach other Santos company 

policies and does not involve pornography or harassment or any other 

inappropriate conduct. 

> Internet and Electronic 

Communications Policy 

> Computer Security 

Policy 

> Social Media Policy 

Santos monitors internet and email usage and reserves the right to use 

this information in any investigation. 

[ 16 ]

SUSTAINABILITY 

Santos is committed to operating with a view to our long-term 

sustainability as an energy company. To achieve this we will continue to 

incorporate the principles of sustainability into our day-to-day operations, 

planning, strategy, management and reporting. If you are unsure of your 

obligations in this area, you should seek advice from your leader or the 

Manager Climate Change and Sustainability. 

Environment, Health and Safety Management System 

Santos has developed an environment, health and safety management 

system, referred to as the EHSMS. This is a company-wide system 

that describes the requirements for effective health, safety and 

environmental practices. The EHSMS contains management standards 

and hazard standards. You are responsible for contributing to a safe and 

environmentally responsible workplace and this means conducting your 

day-to-day activities in accordance with the standards and procedures 

specified in the EHSMS, and taking steps to ensure your colleagues do the 

same. 

> EHSMS 

Safety 

Santos’ safety vision is that we all go home from work without injury 

or illness. 

> Health and Safety 

Policy 

To achieve that: 

4No business objective will take priority over health and safety. 

4All injuries are preventable. 

4No task is so important or urgent that it cannot be done safely. 

4Without diminishing management’s obligations, the responsibility and 

accountability for health and safety rests with every individual. 

[ 17 ]


Santos is committed to conducting its business in a manner that prevents 

illness or injury to employees, contractors, customers and the public who 

may be affected by our work activities. Santos requires that every employee 

comply with relevant health and safety legislation and standards. Any work 

that you believe is unsafe should be stopped and you should only undertake 

work for which you are trained, competent, medically fit and sufficiently 

rested and alert to carry out. 

Health and Wellbeing 

Santos believes in creating an environment that helps you achieve a healthy 

lifestyle. This is supported through health and wellbeing programs and an 

Employee Assistance Program. Santos has procedures in place to identify 

and manage employees who may be impaired and not fit for work. You need 

to take responsibility for maintaining your personal health and fitness for 

work and you have a responsibility to come to work in a fit condition. There 

is zero tolerance for the use, sale, possession or distribution of illegal drugs 

or unprescribed controlled drugs at Santos sites and premises, or in the 

course of conducting Santos business. In addition, there are requirements 

to manage the risks from alcohol consumption. You must have a blood 

alcohol concentration of 0.0 while at work in field locations and below 0.05 

while at work in non-field offices. There are specific alcohol restrictions for 

employees in certain roles; for example, emergency response team members 

in the field and office. Drug and alcohol testing, including random testing, 

will be conducted in field and office locations. 

> HSHS04 - Health and 

Wellbeing Standard 

> Employee Assistance 

Program Policy 

[ 18 ]

Environment 

Santos’ environmental vision is that we will lighten the footprint of our 

activities. Santos has adopted principles of sustainable development 

and is committed to the continuous improvement of its environmental 

performance. Environmental stewardship is both a management obligation 

and the responsibility of every employee. Santos complies with relevant 

legislation and standards, and expects employees to perform their duties 

accordingly and to cooperate with and contribute to the implementation 

of environmental strategies relevant to your area of work. In particular, 

everyone at Santos has a responsibility to: 

4understand the impact of our operations on the environment 

4actively promote the conservation of resources and the environment in 

which we work 

4actively promote the reduction of waste within our own operations 

4disclose significant environmental impacts 

4report on our environmental performance. 

> Environmental Policy 

Santos encourages all employees to identify new technologies or processes 

that minimise the environmental impact of our activities. 

[ 19 ]


Human Rights 

At Santos, we believe all people have a right to be treated fairly and with 

dignity. This belief is supported by Santos’ values and employment practices, 

including our commitment to equal opportunity. We will uphold the spirit 

of the Universal Declaration of Human Rights and other key international 

human rights documents to which Australia is a signatory. We will do this 

in every country in which we do business. In particular, Santos will not 

tolerate any form of forced or compulsory labour or child labour and will 

uphold the right of freedom of association. We will pay special attention to 

the indigenous communities with which we engage, particularly on cultural 

heritage issues. Cultural awareness is a key to our effectiveness and we 

encourage you to develop cultural understanding of the environments in 

which you work. 

> Human Rights Policy 

Community 

Santos aims to be a responsible corporate citizen and actively supports the 

communities of which the company is part. Santos supports and encourages 

our employees to actively contribute to the needs of the community. Where 

appropriate, Santos provides financial or in-kind assistance to selected 

community programs or projects. Santos’ community support program is 

managed by the Corporate Affairs department. If you are considering any 

contributions under this program, you should consult the manager of that 

department. 

> Community Policy 

[ 20 ]

BREACHES OF THIS CODE 

Breaches of the Code of Conduct may occur from time to time. When it is 

considered that a breach has occurred, the appropriate leader will manage 

the actions required in accordance with the Counselling and Discipline 

Policy and Issue Resolution policy. Where appropriate, Human Resources, 

General Counsel and/or the Company Secretary will be engaged. 

> Counselling and 

Discipline Policy 

> Issue Resolution Policy 

Where breaches are considered to be of a particularly serious nature, 

penalties may be imposed ranging from counselling to dismissal. In all 

instances Santos will act objectively, fairly and equitably and in line with 

terms detailed in the employment contract, relevant industrial instrument 

and/or employment legislation. 

[ 21 ]

QUESTIONS AND ANSWERS 

What gifts can I accept from a supplier? For example, can I accept a gift 

at Christmas from a supplier or attend a sporting event where tickets and 

other entertainment are provided by the supplier? 

Gifts can take many forms eg money, entertainment, meals etc. Accepting 

any gifts may create perceptions that the gift influenced the decisions you 

made or how you behaved. This influence, no matter whether it is real or 

perceived, is considered inappropriate and in some cases may be illegal. 

The following broad guidelines should be followed: 

4 You must not accept any gift in exchange for providing a benefit to the 

giver. 

4 You must not accept any gift that may lead the giver to think they are 

going to benefit in some way. 

4 You may accept a nominal gift; for example, less than A$250 in value, 

provided it will not lead the giver to think they are going to benefit in 

some way. 

4 You should advise your leader of gifts exceeding A$250 in value that you 

propose to accept and obtain approval. 

If someone offers you a gift, you should ask yourself why it is being offered. 

Nominal gifts given as a relationship-building or network opportunity are 

acceptable, but gifts given to influence the outcome of a decision, to change 

your behaviour or to encourage you to not act in the best interests of Santos 

are unethical and therefore inappropriate. 

To help differentiate between appropriate and inappropriate gifts, the 

following examples are given: 

4 An invitation to a local football game by an existing supplier for the 

purpose of networking or improving relationships may be accepted in 

many instances. 

[ 22 ]

4 An invitation to a sporting event during a tender process you are involved 

in by a supplier bidding for the contract is inappropriate and unethical as 

it may lead to a perception that your decision was influenced by the gift. 

4 An invitation to an interstate or overseas sporting event where the 

supplier pays for your airfares and accommodation is inappropriate to 

accept. This is not a nominal gift and it is reasonable to question the 

motives behind someone giving such a valuable gift. 

4 A bottle of wine or small gift to celebrate the festive season is considered 

acceptable. 

These examples can be applied to other types of gifts such as meals, 

transport, accommodation and other entertainment. If you propose to 

accept the gift you should discuss this with your leader. A gift can be 

accepted only if it is agreed that it will not lead the giver to think they are 

going to benefit in some way and that it will not create a perception that 

any decisions have been influenced as a result. 

Can I tell my spouse/children/friends about the exciting things I’m 

working on even though they might be confidential? 

You have a duty to maintain confidentiality of Santos business information. 

Therefore, you should not tell anyone confidential information that they 

don’t need to know as part of their Santos duties. This includes friends 

and relatives. While this may seem unnecessary, you should consider the 

repercussions if you told a friend or relative what you were working on 

and then they acted on that information (eg by buying or selling shares) 

or told someone else about it and it was on the front page of the local 

newspaper. It may still be possible to tell people about the exciting work 

you are doing without divulging confidential information. For example, 

publicly available information is not confidential and you may tell friends 

and relatives that information. However, you should be careful you do not 

[ 23 ]


elaborate and divulge confidential information which is not accessible in 

the public domain. In the exploration area it would be public knowledge 

that a particular well is being drilled but there are strict guidelines as to 

when and how actual results are communicated. You might have knowledge 

of the drilling results because of the work you do, but you are not allowed 

to discuss this with anyone other than colleagues who are involved with 

this particular activity. Another example is that you might be part of a team 

working on a new development project. The project itself might be public 

knowledge, but tender details or the price we receive for our products are 

not. 

I have been asked to make a presentation on my work at Santos to an 

industry body of which I am a member. Can I accept the invitation? 

You may make presentations about your work at Santos; however, you need 

to follow a number of important guidelines. Firstly, the time commitment 

required should not impact on your ability to perform your role at Santos 

and you should seek agreement from your leader about making this 

presentation. Secondly, you should ensure that the presentation does not 

contain any confidential or price sensitive information that is not publicly 

available. You should do this by forwarding a copy of the presentation to 

your leader (who may need to check with your relevant Vice President) and 

the Group Executive Investor Relations for approval. 

Can I buy shares in Santos or other exploration and production companies? 

Employees are encouraged to own Santos shares and various share schemes 

are periodically offered to Santos employees. However, trading in shares 

when you have price sensitive information (information that could result 

in a change in the share price) that is not publicly known is unethical and 

illegal. Therefore, if you are in possession of price sensitive information, 

[ 24 ]

you should not trade in Santos shares or shares in other companies 

with which Santos is a joint venture partner or with which it deals as a 

customer or supplier. This restriction in trading in Santos shares includes 

providing others with the price sensitive information or inducing other 

people to trade in Santos shares or shares of companies with which Santos 

deals. For example, inducing your spouse or a friend to trade in Santos 

shares or trading in Santos shares through a private company, trust or 

self managed superannuation fund is also not allowed if you have price 

sensitive information. 

Can I engage a third party to do business on behalf of the company and 

make that person liable for any breaches of law? 

No. Any breaches of the law relating to the conduct of Santos business will 

result in Santos being liable. Santos intends to comply with the law and it is 

unethical and inappropriate to commission a third party to act unlawfully on 

Santos’ behalf. 

Can I award a contract to a supplier if I or my partner, children or other 

relatives are closely connected to that supplier? 

No. Depending on the nature and extent of the connection, this may 

represent a conflict of interest and you should not be involved in any 

decision where one of the prospective recipients is a relative or close 

friend. In these instances you should declare your conflict of interest and 

allow other people to make that decision. 

Can I be involved in an interview panel for recruitment activity when the 

candidate is a personal friend? 

As with the example above, this represents a conflict of interest and you 

should declare your interest. Selection decisions rest on more than the 

[ 25 ]


interview process alone. If you declare your interest, it may be possible for 

you to participate in an interview, provided you remove yourself from the 

final decision-making process for that particular candidate. 

Can I use my corporate AMEX card or Visa Purchasing Card to buy my 

groceries provided I pay the account? 

No. Despite the fact that corporate credit cards are issued in your personal 

name, corporate AMEX cards are provided for the purpose of payment of all 

business related travel and entertainment expenses only. Please refer to the 

Travel & Expenses Policy for more information. Likewise, Visa Purchasing 

Cards are provided specifically for the purpose of business-related purchases. 

What laws apply when I’m working in another country? 

You should abide by all laws within that foreign country. However, where 

the laws or customs in that other country are different from Australia’s 

laws, you should abide by the law that is most conservative or strict. 

It will be uncommon for foreign country laws and Australian law to be 

contradictory to the extent that you cannot comply with both at the same 

time. If any such instances occur you should consult the Office of General 

Counsel for legal advice. 

I understand as an employee that I’m required to abide by Santos’ policies 

and procedures, but what about the contractors who work with me? 

Certain Santos policies apply equally to contractors; in particular, those 

relating to health, safety, environment, confidentiality, equal opportunity 

and other legislated minimum standards. 

[ 26 ]

What do I do if I’m aware that my leader is doing something in conflict 

with this Code of Conduct or other Santos policy? 

You should report the matter through normal reporting channels such as 

an alternative leader or the next leader up in line management. Other 

reporting channels such as your Human Resources representative may also 

be appropriate. Where normal reporting channels or other avenues are not 

available, the Reporting Misconduct program is available as a last resort. 

What should I do if I think a task I’ve been asked to do is unsafe? 

You are not required to conduct any activity that you believe is unsafe. 

You should discuss your concerns with the person who has asked you to 

perform the task. If this does not resolve your concerns then you should 

discuss the matter with your leader. Santos’ Health and Safety Vision that 

“We all go home from work without injury or illness” is underpinned by a 

company belief that “No activity is so important or urgent that it cannot 

be done safely”. This requirement also extends to stopping an activity 

conducted by other people that you observe to be unsafe. 

What should I do if one of my colleagues keeps making remarks about my 

appearance that makes me feel uncomfortable? I don’t think they mean 

any harm, but it’s really starting to bother me. 

Any form of harassment and discrimination in the workplace is 

unacceptable and is also illegal. The best way to handle this situation is to 

tell the person that you feel uncomfortable with their behaviour and ask 

them to stop. If the inappropriate behaviour continues, you should report 

the matter to your leader or another appropriate authority within the 

company. Santos offers additional support to employees through the Equal 

Opportunity Contact Officer network and the Employee Assistance Program. 

[ 27 ]


Can I use my work telephone and computer to make personal phone calls 

and send personal email? 

At Santos, we require you to use company property, time and resources in 

a responsible manner. This includes using time at work efficiently. 

Incidental and occasional personal use of Santos telephone, internet and 

email is permitted, provided it does not interfere with the performance 

of your duties and does not breach other Santos company policies or 

legislation. You should be aware that Santos monitors internet and email 

usage and reserves the right to use this information in any investigation 

in the event that misuse is detected. 

A big announcement has been made by the company and as I’m arriving 

at work a person holding a pen and notepad asks me a question about the 

announcement. What should I do? 

Only the Managing Director, Chief Financial Officer or Group Executive 

Investor Relations may speak on behalf of Santos to analysts and investors 

on company matters. Only the Managing Director, Vice Presidents, Group 

Executive Public Affairs, Manager Corporate Communications or the Chief 

Financial Officer may speak on behalf of Santos to the media. No other 

employee may communicate with analysts, investors or the media unless 

specifically authorised to do so by one of the above officers. Under no 

circumstances should you make any comment about the announcement. 

In this instance there are a number of ways to politely refuse to answer. A 

good example is to say, “I’m sorry, I cannot comment – please refer your 

queries to the Manager Corporate Communications.” 

[ 28 ]

Someone has called and asked some questions about a project I am 

working on. I know the answers but I am not sure if I should be telling 

them? 

Santos is generally legally bound to keep confidential project and business 

information. Therefore you cannot disclose any information which is not 

already in the public domain to anyone except in limited circumstances 

such as fellow Santos employees who have a need to know in order to work 

on the project or joint venture parties in the project. If in doubt refer to 

Santos Guidelines for Sharing Information and consult with your manager 

or the legal Department. 

[ 29 ]

Santos 

We have the energy. 

Head Office 

Santos Ltd 

Ground Floor Santos Centre 

60 Flinders Street 

Adelaide South Australia 5000 

Telephone 08 8116 5000 

Facsimile 08 8116 5050 

www.santos.com 

ECF 

ELEMENTAL 

CHLORINE FREE 

WOOD FIBRE FROM 

SUSTAINABLE FOREST 

ISO 

CERTIFICATION 

The Code of Conduct is printed on Media Print paper which is made from elemental chlorine free pulp derived 

from sustainable plantation forests. The paper is certified by the Programme for the Endorsement of Forest 

Certification schemes (PEFC) and is manufactured and printed by companies certified by ISO 14001 (Environmental 

Management Systems). 

CORPMAN P011 January 2012

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