Conflicts management policy

1. Introduction

We have implemented a conflicts management policy to identify, evaluate, monitor and manage, and disclose conflicts of interest.

Our integrity framework comprises:

• Conflicts of Interest Policy (COI Policy)
• Board Code of Conduct
• Board Disclosure of Interests Procedure
• Board Expenses Policy
• GESB Code of Conduct
• GESB Fraud and Corruption Control Policy
• GESB Fraud and Corruption Control Plan
• GESB Whistleblowing (Public Interest Disclosure) Policy and Procedures

Our policies apply to all directors, external committee members, officers and employees of GESB.

2. Policy

GESB must act in a manner that is consistent with the best interests of our members and values. Conflicts have the potential to impact adversely on GESB's members, its obligations under the law and its ethical standards. Directors, external committee members, officers and employees of GESB should be aware of their duties and responsibilities, and are required to identify and disclose any other duties or interests they have, which may give rise to a conflict with their duties and responsibilities at GESB.

As a director, external committee member, officer or employee of GESB, work must be carried out in an environment which is free from improper influence. Those providing information to them in relation to their work must be confident that it will be properly handled. Disclosures of interests and conflicts of interest must be identified as soon as they arise and be properly managed in accordance with the COI Policy.

It is GESB’s policy that directors, external committee members, officers and employees of GESB must:

• Where required, avoid placing themselves in a situation where there is a conflict between the GESB’s interests and obligations and their own personal or professional duties or interests
• Take reasonable steps to avoid any situations or circumstances that may give rise to a conflict of interest (potential or actual)
• Disclose all interests which may give rise to a conflict (potential or actual) with their duties and responsibilities at GESB
• Not participate in any decision, deliberation or any other action or dealing in relation to any matter where a conflict exists
• Not act in their own interests in preference to the interests of GESB

3. Conflicts of interest

There are three types of conflicts:

• An actual conflict of interest involves a direct conflict between an individual's official GESB duties and GESB’s responsibilities and a competing interest or obligation, whether personal or involving a third-party
• A perceived conflict of interest occurs where it could reasonably be perceived, or give the appearance, that a competing interest could improperly influence the performance of an individual's official GESB duties and GESB responsibilities
• A potential future conflict of interest arises where an individual has an interest or obligation, whether personal or involving a third-party, that could conflict with their official duties and GESB responsibilities in the future

Each director, external committee member, officer and employee of GESB must immediately register a conflict of interest in the Conflicts of Interest Register when they become aware of the conflict.

4. Board disclosure of interests

Directors and external committee members must also disclose:

• Details of any relevant directorships, outside employment or consultancies, and associations they hold, or held by their spouses or immediate family members
• Any material interest they have in a matter involving the Board or the fund at a meeting of the Board or the Committee

The Board will resolve whether a director or committee member with a conflict of interest or duty, or a material interest in a matter, is disqualified from being present while the matter is being considered, and from voting on the matter. The minutes of the meeting will record the decision taken.

5. Board members and staff responsible for investments

Investment business unit team members, the CEO and members of the Investment Committee and the Board are required to also disclose direct exposures, or where there is material control over the investments (including exposures held due to being a Trustee of a Family Trust or a self-managed superannuation fund, and exposures held by spouses and children under the age of 18).

6. Gifts and benefits

All gifts and benefits (accepted, declined and returned) must be recorded in the Gifts and Benefits Register.

7. Outside employment

GESB employees are required to obtain written permission from the CEO before undertaking outside employment and other related activities.

Outside employment may be undertaken provided that:

• There is no conflict of interest
• The proposed outside employment request will have no detrimental effect on the employee’s duties and performance

8. Review

Our COI Policy is the subject of a comprehensive review every three years.