CODE OF CONDUCT

1.INTRODUCTION ....................................................................................................3

2.SCOPE & APPLICABILITY

2.1 Scope ...........................................................................................................4
2.2 Applicability ..................................................................................................4

3.COMPANY POLICIES, STANDARDS & GUIDELINES ......................................... 5

3.1 Company Core Value; Compliance with Ethics and the Law ........................ 5
3.2 Safety, Health, Environment, Community & Sustainability Policy ................. 7
3.3 Safety & Health ............................................................................................8
3.4 Environment...................................................................................................... 9
3.5 Community ..................................................................................................9
3.6 Sustainability……………………………………………………………………….. 9
3.7 Product & Service Quality .............................................................................. 10
3.8 Competition Law ............................................................................................. 10
3.9 Equal Employment Opportunities ................................................................... 11
3.10 Harassment & Intimidation ........................................................................... 11
3.11 Insider Trading ................................................................................................ 12
3.12 Public Release of Company Information ........................................................ 13
3.13 Alcohol & Drug Use ........................................................................................ 13
3.14 Policy Regarding Smoking ........................................................................... 13
3.15 Using Company Resources and Fraud Prevention ....................................... 14
3.16 Information Systems ....................................................................................... 14
3.17 Outside Activities ............................................................................................ 15
3.18 Confidentiality ..............................................................................................15
3.19 Privacy Commitment ...................................................................................... 16
3.20 Intellectual Property ........................................................................................ 16
3.21 Conflicts of Interest ......................................................................................... 16
3.22 Anti-Bribery & Anti-Corruption……………………………………………………..18
3.23 Gifts, Entertainment & Hospitality ................................................................... 19
3.24 Relationships with Governments .................................................................... 20
3.25 Political & other Donations and Activities ....................................................... 20

4.ACCOUNTABILITY ................................................................................................21
4.1 Responsibilities of Directors ........................................................................... 21
4.2 Responsibilities of Executives ........................................................................ 21
4.3 Responsibilities of Managers and Supervisors .............................................. 22
4.4 Responsibilities of all Personnel .................................................................. 22

5. EMPLOYEE CONCERNS ......................................................................................23

5.1 Where to go for assistance ............................................................................. 23

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6. REPORTING REQUIREMENTS ............................................................................ 23
6.1 Reporting of all Fraud Related Issues ............................................................ 23
6.2 Reporting of Non-Compliance with the Code ................................................ 24
6.3 Protection against Retaliation……………………………………………………. .25
6.4 Investigation of any breach of the Code………………………………………….25

7. BREACH OF THE CODE ......................................................................................26

8. AMENDMENTS & WAIVERS ................................................................................26

9. APPLICABILITY & LIMITATIONS ......................................................................... 26

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1. INTRODUCTION

Sims Metal Management Limited has a well-established reputation as a progressive

and professional company which strives for excellence in all its endeavours and
with a strong commitment to its Core Values. The Company is conscious of its
place in the community and the need to adhere to the highest standards of
business conduct and compliance with the law and best practice. The continued
success of Sims will be assisted by the maintenance of the highest standards of
integrity from all employees.

To assist employees to maintain the Company’s reputation and understand the

Company’s expectations of them, a written Code of Conduct has been
developed. This Code defines Sims’ basic principles of business conduct and both
incorporates and embraces the Core Values representing the pillars upon which the
Company stands. Among other things, this Code is intended to promote:

• honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships;

• compliance with applicable governmental requirements;

• prompt internal reporting of breaches of this Code to the appropriate persons

identified in this Code;

• accountability for adherence to this Code; and

• full, fair, accurate, timely and understandable disclosure in reports and

documents that the Company files with, or submits to, the Australian Securities
Exchange and in other public communications made by the Company.

While this Code outlines the minimum standards of behaviour required of each
of its directors, officers, and employees, Sims also expects all its personnel and
contractors to strive to achieve levels of performance which exceed basic
compliance. The Sims board of directors is strongly committed both to the letter
of this Code and to the spirit of best practice underpinning it, and expects
similar commitment from all Sims’ officers, employees and contractors. Please take
the time to read this Code carefully. In following these principles, you should
feel confident and comfortable that you are conducting yourself appropriately.

This Code is subject to the overriding principles in section 9, and should also be
read in conjunction with the various policies and associated plans and handbooks
of Sims which (among other things) address in more detail some of the topics
covered in this document.

Alistair Field
Group Chief Executive Officer

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2. SCOPE & APPLICABILITY

2.1 Scope

The following requirements and related information in this document constitute the
Code of Conduct (the “Code”) of Sims Metal Management Limited (together with its
consolidated (controlled) subsidiaries, the “Company” or “Sims”), which applies to
the Company’s officers (including the board of directors of the Company (“Board”))
and employees (collectively, “Company Personnel”). Certain of the requirements
and related information in this Code apply not only to Company Personnel but also
to agents, consultants, contractors and partners of the Company (“Non-Company
Personnel”)(Non-Company Personnel and Company Personnel collectively,
“Personnel"). All references in this Code to “senior managers” should be read to
include the heads of each business unit and those senior managers who directly
report to them. References in this Code to “employees” should be read to include
all the Company's employees, including executives and senior managers.

This Code reflects general principles and sets out general requirements to guide
Personnel in making ethical decisions and cannot, and is not intended to, address
every specific situation. As such, nothing in this Code prohibits or restricts the
Company from taking any disciplinary action on any matters pertaining to employee
conduct, whether it is expressly discussed in this document or not. Nothing in this
document creates any employment contract between the Company and any
Personnel.

No policy can be complete in all respects. Good judgment based upon an

understanding of ethical requirements is the best safeguard against improper or
unethical conduct. Each Personnel is expected to attain a level of understanding of
this Code that will permit the proper exercise of such judgment. In those
circumstances where such judgment could be questioned, employees should seek
guidance, as appropriate, from their supervisors, managers, Human Resources
Department, or the Company’s Compliance Officer, Group Chief Human Resources
Officer, or Group Company Secretary. The Board has designated the Vice
President of Internal Audit as the Company’s Compliance Officer. Reference to the
Group Company Secretary includes the Group Company Secretary located in
Sydney, Australia and the Company Secretaries located in New York City, USA and
in Long Marston, UK.

2.2 Applicability

The guidelines set forth in this Code apply to all Personnel and all Company-related
transactions. Each Personnel must be familiar with this Code and its applicability to
his or her function. Moreover, those with supervisory responsibilities must ensure
that employees under their direction or control are acquainted with applicable
portions of this Code. Company officers and directors also should be aware that
there are special legal requirements not covered by this Code that apply to
corporate fiduciaries.

All Personnel, regardless of their level or location, have a responsibility to review,

understand and adhere strictly to the standards set forth in this Code. In addition,
all Personnel are expected to perform their work with honesty and integrity in any
areas not specifically addressed by this Code.

The Company strongly encourages dialogue among employees and their

supervisors regarding situations that give rise to ethical questions and to articulate
acceptable ways of handling those situations. In addition, every employee must
certify that he or she has read this Code and, to the best of his or her knowledge, is
in compliance with all its provisions.

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 The Company’s internal auditors, Human Resources department and Compliance
Counsel (as defined in Section 6.2) will monitor compliance with the Code to assure
that the Company conducts itself in a manner consistent with its obligations to
society and its shareholders. The Risk, Audit & Compliance Committee of the
Board (“RAC Committee”) will oversee such compliance efforts and periodically
review and recommend necessary changes to the Board.

3. COMPANY POLICIES, STANDARDS & GUIDELINES

3.1 Company Core Values; Compliance with Ethics and the Law

Consistent with its commitment to operate its business responsibly, the Company
has adopted the following as a list of its fundamental Core Values:

• Safety: Safety will always be our first priority. We believe that all injury
incidents are preventable and we are committed to a goal of zero injuries.

• Integrity: We conduct all business with integrity and adhere to the highest
standard of ethical business conduct.

• Respect: We will treat each other, our customers, visitors and community
members with respect and dignity.

• Transparency: We ensure a sense of appropriate transparency in everything

we do.

• Excellence: We commit to excellence in everything we do and champion

continuous improvement and sharing of best practices across the Company.

• Social Responsibility: We aim to be the world’s safest and most sustainable

recycling company.

Consistent with the Company’s Core Values, Personnel must act honestly and
ethically at all times and comply with the letter and, where it is clear, the spirit of all
laws and regulations relating to their business conduct. This includes understanding
the governmental requirements relevant to their work and complying with the legal
requirements of the country in which they are working.

The Company’s commitment to full compliance applies to all applicable federal,

regional (whether State or Provincial) and local governmental requirements
(whether required as laws, regulations or judicial decrees) of all countries where the
Company transacts its business. The detailed provisions of this Code described
below concentrate on requirements that are particularly relevant to the Company’s
business activities; however, this special emphasis on relevant areas of law does
not limit the general policy requiring full compliance with all applicable
governmental requirements.

Legal obligations arise in important areas such as anti-competitive practices, equal

employment opportunity, occupational health and safety, and protection of the
environment.

The laws that govern the Company’s activities are often complex, but ignorance of
them does not excuse the Company or Personnel from their obligation to comply.
Even the appearance of illegal, dishonest or inappropriate behavior could have a
negative impact on the Company and its Personnel.

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The Company’s approach to compliance with its Core Values and governmental
requirements is to establish and implement its compliance requirements in the
context of a robust compliance program. That program, for the Company, consists
of six elements:

• Tone. Setting the tone from the top – ethical conduct as a Core Value.

• Policies. Implementing appropriate, Board approved, compliance codes and

policies.

• Training. Implementing training in, and communications of, compliance

policies and programs, and in governmental requirements.

• Consultants/Contractors. Implementing consultant/contractor compliance

programs.

• Controls. Implementing financial controls – accounts payable; internal audits

and controls.

• Consequences. Providing potentially serious consequences for breaches of

this Code and other implementing policies.

An effective program to prevent and detect breaches of Company requirements

promotes the Company’s Core Values and a culture of compliance, and helps
ensure compliance with the Company’s legal and other requirements.

In order to implement this Code in a manner consistent with the Company’s Core
Values and the requirements of the several countries in which the Company does
business, it is imperative that Personnel conduct themselves in a manner which not
only is, but is also perceived to be, in accordance with the highest standards of
honesty and integrity.

Consequences

Aside from being a breach of this Code and of the Company’s Core Values, a
breach of certain governmental requirements at any level could have serious
consequences both for the Company and for the individuals concerned. Such
breaches may result in –

• significant damage to the reputation of the Company with its investors,

customers and suppliers, its employees, the government and other
stakeholders, and the public;

• significant consequences for the individual, including disciplinary action and

even termination of employment; and

• civil lawsuits and even criminal charges and conviction, and civil and/or
criminal penalties for both the Company and the individual and, for the
individual, possible imprisonment.

Even just allegations of violations of such requirements may result in the incurring
of significant legal fees to investigate and defend such allegations.

Depending on the circumstances, the Company may not indemnify an employee

against the consequences of his or her knowingly breaching legal
requirements.

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The remainder of this Code outlines some key requirements and guidance which all
employees and other applicable Personnel must follow. However, Personnel should
keep in mind that these requirements are not exhaustive. This Code cannot
possibly summarise all applicable requirements. Furthermore, the particular
compliance issues relevant to the Company may change as the Company's
activities and/or the applicable regulatory environments evolve.

Accordingly, Personnel are expected to be pro-active in upholding not just the letter
of this Code, but also the spirit of honesty and integrity underpinning it. If any
Personnel is unclear about any aspect of this Code, or encounter any situation or
practice which appears inconsistent with, or questionable in light of, this Code,
those Personnel should raise the issue promptly. Details of where to go for
assistance are contained in Sections 5 and 6.

Breach of government requirements may result in the payment of penalties by

Personnel and/or the Company, or even imprisonment. It is Company policy
to not pay a penalty imposed on an employee for contravention of the law for
actions taken outside the course and scope of employment. An employee must
seek guidance in accordance with Section 5 if he or she is unclear about
requirements relating to his or her work practices.

The requirements in this Code are to be strictly adhered to at all times and under all
circumstances.

In the event of any conflict or contradiction between any applicable governmental

requirement and the requirements of this Code, the governmental requirements
prevail. If you have any questions regarding any such potential conflict or
contradiction, please see Section 5.1 regarding where to go for assistance.

3.2 Safety, Health, Environment, Community & Sustainability (“SHECS”)

Policy

• Safety and Health. The Company is committed to providing a safe and healthy
work environment. The safety of the individual comes before all other
considerations.

• Environment. The Company is committed to the ecologically sound and

sustainable use of resources and strives to operate in a manner which
minimizes waste and protects the environment. Community. The Company
aims to be a respected corporate citizen by working constructively with its
communities and other stakeholders.

• Sustainability. The Company’s commitment to social responsibility and

sustainability is critical to the welfare of the Company’s people and essential to
the long-term growth of the Company’s business.

• Support. To achieve its commitment, the Company will support and implement
SHECS policies, standards and management systems. The Company’s
commitment to the continual improvement of SHECS in its business is
supported by leadership, policy, planning, implementation, measurement,
evaluation and management review.

Sims recognizes that its continued growth and success will only be achieved
through continual improvement of its SHECS program and commitment to industry
leadership.

Employees globally may register any legitimate concerns they may have in
accordance with the Reporting List described in Section 6.2, including anonymously
at www.simsmmhotline.com.
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The Company’s SHECS Principles are:

› All employees are obligated to stop or refuse to perform a task if it cannot be

performed safely or compliant with SHECS requirements.

› There is no such thing as an accident.

› Every employee is accountable for his or her SHECS performance.

› SHECS responsible conduct is a condition of employment.

› SHECS is also a line management responsibility.

› Efforts in SHECS will yield SHECS results.

3.3 Safety & Health

Safety is a Core Value at Sims. The Company is committed to:

• providing a safe and healthy work environment for all its employees,
contractors, visitors and suppliers, and complying with all relevant occupational
health and safety requirements, including rules, regulations and standards
applicable in all the jurisdictions in which it operates;

• providing sufficient staff and monetary support, including the use of external
consultants as required, to ensure that best practices exist; and

• consultation and co-operation between its management and elected employee

safety representatives, or safety committee members and employees,
regarding safety and health.

The Company’s principal objectives are to:

• ensure that safety comes before all other considerations;

• provide the necessary information, instruction and training to all relevant

employees, contractors and advisors so that they appreciate their
responsibilities for safety and health;

• maintain sound general working conditions through the provision of adequate

facilities; and

• seek improvement in all areas by integrating safety with operational objectives,

supported by risk management principles, including the carrying out of
appropriate risk assessments, in order to seek to eliminate the risk of injury.

In order to achieve these objectives, line managers are directly responsible for
ensuring that:

• a safe place of work exists;

• a safe system of work exists; and

• employees are trained in the safe performance of their assigned tasks.

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Employees and contractors are expected to:

• follow all safe work practices and procedures;

• report unsafe conditions or practices;

• suggest improvements relating to safety and health; and

• look out for their own safety and that of other persons at work, including
visitors, contractors and suppliers.
The Company actively supports the concept of rehabilitation so that an injured
employee makes the best and quickest possible recovery from injury. If you have
any questions regarding this concept, please see Section 5.1 regarding where to go
for assistance.

Sims has adopted a Safety & Health Policy, a copy of which is available on the
Company’s website, outlining the Company's commitment to a safe and healthy
work environment. Personnel should familiarize themselves with that policy and
any plans made under it.

3.4 Environment

Sims is committed to the ecologically sound and sustainable use of resources. It

strives to operate in a manner which minimises waste and prevents pollution. The
Company actively supports the protection of the environment and the recycling
industry’s role in the conserving of natural resources. Accordingly:

• at a minimum, all Sims’ operations are to comply with relevant statutory

requirements;

• Sims will regularly monitor its environmental performance, objectives and

targets and ensure that support functions exist to effectively maintain and
continually improve environmental standards;

• environmental care is of equal importance to every facet of the Company’s

management and operations; and

• Sims will continue to promote individual commitment to safe and

environmentally responsible behaviour through the training and education of,
and dissemination of information to, all relevant staff.

Management at all levels of the Company is to actively encourage the

implementation of these broad principles in their area of business activity and
ensure that the environmental management procedures of the Company are
observed.

Sims has adopted an Environmental Policy, a copy of which is available on the

Company’s website, outlining the Company's approach to environmental matters.
Personnel should familiarize themselves with that policy and any plans made under
it.

3.5 Community

Sims has adopted a Community Policy, a copy of which is available on the

Company’s website, setting out, in broader terms, the Company's role and
responsibilities within the communities in which it operates. Personnel should
familiarize themselves with that policy and any plans made under it.

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3.6 Sustainability

Social Responsibility, which encompasses Sustainability, is a Core Value at Sims.

This is especially so, considering that the Company’s core business is the
conversion of discarded materials from its suppliers into materials used in
tomorrow’s products. The Company therefore has an important role to play in an
increasingly resource-constrained world, and aims to be a leader in the emerging
circular economy.

Sims recognizes that the management of its energy usage and reduction of carbon
emissions is fundamental to its viability, prosperity and public responsibility. As a
minimum, the Company will comply with all applicable energy and carbon
emissions laws, regulations and standards, including the monitoring and reporting
rules of the countries in which it operates. The Company will strive to achieve levels
of performance which exceed basic compliance. The Company has adopted an
Energy and Carbon Emissions Policy, a copy of which is available on the
Company’s website, outlining the commitment it has to reduce its energy
consumption and the associated carbon profile of its day-to-day operations.
Personnel should familiarize themselves with that policy and any plans made under
it.

Sims recognizes the importance of preserving habitats and ecosystems to ensure

biological diversity for future generations. The Company has adopted a Biodiversity
Policy, a copy of which is available on the Company’s website. Personnel should
familiarize themselves with that policy and any plans made under it.

3.7 Product & Service Quality

It is the policy of Sims to produce and deliver products and services to its customers
that are of an internationally recognised standard and price competitive.

This policy is driven by:

• focusing all employees at every level on their individual responsibility for

maintaining and improving product quality and service reliability;

• educating, training and developing all employees to meet, and exceed,

customers’ requirements and standards;

• continually monitoring quality standards and measuring each employee's

performance against these standards;

• establishing appropriate quality control and audit functions; and

• reacting promptly and in a constructive manner to quality and service

complaints and ensuring that lasting and remedial actions are taken.

3.8 Competition Law

The Company strives, in accordance with its Core Values of integrity, respect and
transparency, to be honest and fair in all its business dealings. The Company will
vigorously compete, but do so fairly complying with all applicable laws protecting
competition and the integrity of all marketplaces in which it operates.

Competition laws in many countries in which Sims operates, such as antitrust

laws in the United States and the Competition and Consumer Act in Australia, are
designed to promote competition in business and to protect the interests of
consumers. These laws generally outlaw anti-competitive agreements
or understandings between competitors, certain ‘exclusive’ supply or
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distribution arrangements, misuse of market power to damage competitors, anti-
competitive mergers and misleading or deceptive conduct. Sims acknowledges the
need for competition and supports the aims and objectives of these laws. Anti-
competitive conduct in breach of these laws is strictly prohibited.

As set out in Section 3.1, the Company’s approach to compliance with its Core
Values and governmental requirements, including those pertaining to fair
competition, is to establish and implement its compliance requirements in the
context of a robust compliance program. That program for the Company consists
of the six elements described above: tone, policies, training, consultant/partner
compliance, controls, and consequences.

Aside from being a breach of this Code and of the Company’s Core Values, a
breach of governmental fair competition requirements could have serious
consequences both for the Company and for the individuals concerned. For further
detail, see under the heading ‘Consequences’ in Section 3.1.

In accordance with Section 6.2, employees should refer to the Company’s

Compliance Counsel for further information and guidelines on the scope and
requirements of competition laws applicable in particular countries or to
international transactions.

3.9 Equal Employment Opportunities

Sims is committed to developing a diverse workforce and to providing a work

environment in which everyone is treated fairly and with respect, and free of
unlawful discrimination.

Employment and advancement with Sims must be offered and provided

based on merit, qualifications, and abilities. All employees and applicants for
employment or advancement should be treated and evaluated according to their
job-related skills, qualifications, abilities and other lawful factors. Employment and
advancement decisions based on attributes unrelated to job performance or
other lawful factors (for example, race, colour, gender, religion, personal
associations, national origin, age, disability, political beliefs, marital status,
sexual orientation) may constitute prohibited discrimination. Decisions relating to
suppliers, customers, contractors and other stakeholders should also be based
on merit and other lawful factors.

3.10 Harassment & Intimidation

Only in the absence of a local policy regarding harassment, discrimination, or

workplace violence or intimidation for a Company subsidiary, the following policy
applies:

Sims is committed to providing a work environment in which everyone is treated

free of unlawful discrimination and intimidation.

It is the responsibility of management to ensure that all workplace decisions and

activities are free of improper and unlawful harassment and discrimination.

Harassment refers to conduct or behaviour which is personally offensive, or

threatening, impairs morale or interferes with the work effectiveness of employees.
Harassment in any form is unacceptable.

Company management will promptly investigate and respond to all complaints of

discrimination or harassment. Investigations will be conducted in a professional,
discreet and impartial manner, maintaining confidentiality to the maximum extent

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consistent with a proper inquiry. Reprisals for reporting genuine concerns about
discrimination or harassment are prohibited.

The display or transmission of material likely to cause offence to employees,

visitors and/or customers, is not permitted on Company premises or equipment.

The Company considers unlawful discrimination or harassment to be serious

misconduct, which will result in appropriate disciplinary action, up to and including
dismissal.

3.11 Insider Trading

U.S., Australian and other countries’ federal securities and applicable state or
provincial securities laws generally prohibit trading on the basis of material, non-
public information (sometimes called “insider trading laws”).

Sims has a Securities Trading Policy, a copy of which is available on the

Company’s website, with respect to dealing in securities of the Company and (in
certain circumstances) of other companies. That policy specifies what needs to be
considered by Personnel before deciding to deal in Company securities. Any
enquiries about the application of this policy should be directed to the Group
Company Secretary (see Section 6.2). The following paragraphs reiterate key
provisions of the Securities Trading Policy:

If any Personnel is in possession of information concerning Sims that is not

generally available, and which a reasonable person would expect to have a
material effect on the Company’s share price (so called “price-sensitive”
information), it is unlawful for that person to buy, sell or otherwise deal in securities
of Sims (“Sims Securities”). It is also unlawful in those circumstances to encourage
someone else to deal in Sims Securities or to pass the information to someone you
know may use the information to buy or sell Sims Securities.

The prohibition extends to such dealings by any Personnel through nominees,

agents or other associates, such as family members, family trusts and family
companies.

Personnel who from time to time have access to price-sensitive information

concerning the Company – for example negotiation of a major transaction which
has not yet reached fruition – must consider their position carefully, when
considering dealing in Sims Securities (or communicating with others about Sims
Securities or that information), to ensure that they do not do so at a time when it
would be unlawful.

Personnel may also from time to time have access to price-sensitive information
concerning other companies (for example, if they are involved in assessing a
company for possible acquisition by the Company, or in the negotiation or award of
an important contract to a supplier or customer of the Company). In such
circumstances, Personnel should again take care to ensure that they do not
communicate that information or deal in securities of that other company if to do so
would be unlawful.

As set out in Section 3.1, the Company’s approach to compliance with

governmental requirements such as those pertaining to securities trading is to
establish and implement its compliance requirements in the context of a robust
compliance program. That program for the Company consists of the six elements
described above: tone, policies, training, consultant/partner compliance, controls,
and consequences.

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Aside from being a breach of this Code and of the Company’s Core Values, a
breach of securities trading requirements could have serious consequences both
for the Company and for the individuals concerned. For further details, see under
the heading ‘Consequences’ in Section 3.1.

In accordance with Section 6.2, employees should refer to the Company’s

Compliance Counsel for further information on Sims Securities trading
requirements.

3.12 Public Release of Company Information

Sims is legally obliged to inform the Australian Securities Exchange (“ASX”) on

a continuous basis and before it is released to others, of any information
concerning the Company that a reasonable person would expect to have a material
effect on the price or value of the Company’s shares. The Group Company
Secretary located in Sydney, Australia co-ordinates disclosures in accordance with
relevant obligations and must be alerted to developments that may call for
disclosure. The Group Company Secretary’s advice must be sought in cases of
doubt. The Company has a policy on market disclosure, and employees must
adhere to the terms of this policy at all times.

Directors and senior management have a responsibility to supervise the

establishment and maintenance of adequate and effective disclosure controls and
procedures to ensure that disclosures of material information to the ASX and other
public communications are full, fair, accurate, timely and understandable.

3.13 Alcohol & Drug Use

Only in the absence of a local policy regarding alcohol and drug use for a Company
subsidiary, the following policy applies:

Every Personnel is responsible for taking appropriate steps to prevent workplace

injuries and illnesses and for contributing to a safe and healthy work environment.
This obligation includes responsible behaviour with respect to the use of alcohol
and drugs at work, when conducting Company business and at Company-
sponsored activities. The use of drugs or alcohol may impair an individual’s
capacity to perform his or her job safely, efficiently and with respect for work
colleagues and customers.

Personnel must not be under the influence of illegal drugs or alcohol, or

impaired by the use of legal drugs, while at work or when conducting Company
business, including the driving of Company vehicles. Being under such influence
or so impaired may result in the risk of injury or a threat to the wellbeing of the
impaired employee, other employees, customers or other third persons. Failure
to comply with this policy will be regarded as serious misconduct that may lead to
dismissal. Further, any Personnel under such influence or so impaired will be held
personally liable by Sims for any injury or damage to person or property incurred
while that Personnel is in breach of this policy or of the law. In addition, Sims
prohibits the possession, transfer, or use of illegal substances or illegally
possessed or used legal substances on Company premises, when engaged in
Company business, or at Company functions.

3.14 Policy Regarding Smoking

To prevent passive smoking exposure, all Company buildings and sites must either
be non-smoking or have designated smoking and non-smoking areas. Smoking is
prohibited in all Company offices, shared work areas and in other communal
areas such as conference rooms, lunchrooms, reception areas, first aid rooms,
and other places in which smoking creates a significant fire risk.
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If smoking areas are provided and allowed by law, they should be separated
from adjacent work areas, clearly marked, adequately ventilated and reasonably
convenient.

3.15 Using Company Resources and Fraud Prevention

Personnel must not use Company funds, property, equipment, or other resources
for personal benefit unless the personal use of those benefits is authorised and
forms part of that Personnel’s documented employment contract or agreement.
Personnel are also responsible for safeguarding Company resources, including
information, under their control, and for maintaining accurate records regarding the
use of these resources. Instances of fraud by their very nature
represent unacceptable behaviour within the Company and should on all
occasions be reported to senior management. Fraud may involve some form of
deceit, theft, trickery or making of false statements, breach of trust with the object of
obtaining money or other benefit. A fraudulent act may have significant detrimental
consequences to the Company and the individuals involved.

At all times, employees are to use Company funds sensibly and effectively.
Expenditures must be reported in the manner prescribed by relevant Company
policy, and in a timely fashion. Submission of a fraudulent expense report is
regarded as serious misconduct which will result in appropriate disciplinary
action, up to and including dismissal.

Accurate and auditable records of all financial transactions relating to the Company
must be maintained, and Personnel must strictly abide with the Company’s
policies and procedures for handling cash purchases/payments. Non-financial
records (for example, personnel files, environmental documentation, safety
statistics, etc.) must also be accurately and rigorously maintained. Unauthorised
removal of Company equipment, supplies or other resources is regarded as theft.
Similarly, Company resources must not be sold, loaned, or donated without
management approval. Personnel should take appropriate precautions to prevent
theft, damage, or misuse of Company resources.

Personnel should not destroy or dispose Company resources without

management approval unless the items are of nominal value and can no
longer be used (for example, office supplies). Intentional damage of Company
resources is prohibited.

The storage and disposal of Company accounts, records and other documentation
should be in accordance with Company standards, guidelines and relevant
legislation. All Company records should be retained in accordance with the
Company’s document retention policies. For any questions regarding such policies
please contact appropriate management Personnel in accordance with the
Reporting List described in Section 6.2.

3.16 Information Systems

Employees of Sims use a wide range of information systems to conduct business

(for example, the internet, electronic mail, etc).

The Company has adopted an Acceptable Use Policy which, amongst other things,
prohibits the inappropriate use of information systems. Company Personnel should
familiarize themselves with, and abide by the requirements of, that policy, a copy of
which is available on the local Sims Intranet site.

In particular, Company Personnel are responsible for protecting Company

information communicated or stored using the Company’s information systems. All
Company hardware, software and data must be adequately safeguarded against
14
damage, loss, theft, alteration and unauthorised access. Sensitive
transactions (for example, contractual commitments, financial transfers, etc)
must not be conducted electronically unless appropriate security controls are
implemented and the transaction is auditable. If authentication is important, the
transaction should be confirmed using non-electronic means.

Company Personnel are prohibited from using, duplicating, or selling proprietary

software, except as described in the manufacturer’s/owner’s licence
agreement or conditions applying to use, where such use, duplication or
sale not only would breach this Code but may also be an infringement of
copyright law.

The Company’s electronic communications systems are the property of the

Company and all electronic communications are regarded as Company records.

Sims reserves the right to monitor and log the use by employees of its information
systems, including, but not limited to: email, internet access, mobile phone use,
telephone use, files contained on file servers and Company business applications,
provided that such right is in accordance with applicable laws, rules and regulations
and the Company’s Acceptable Use Policy. If you have any questions regarding the
scope or limits of this right, please see Section 5.1 regarding where to go for
assistance.

Employees have access to Company information systems to assist them in

performing their jobs. Personal use must be approved by management. Modest
personal use may be allowed provided it is unrelated to outside business activities
and does not interfere with Company business or the performance of work
responsibilities. Significant personal use is not permitted.

All employees must abide by specific policies on the use of email and the internet
applicable to relevant Company subsidiaries.

3.17 Outside Activities

An employee must receive the approval of the Company before accepting a

directorship or other employment in another business corporation, statutory
authority, or similar body if such directorship or other employment would preclude
that employee from fulfilling any of his or her responsibilities to the Company.
The Company will consider each case on its merits. Due to the potential for a
conflict of interest in such a situation the employee should seek approval in
accordance with the Conflicts Approval Procedure outlined in Section 3.21.

Similarly, employees should not take on additional employment with outside

organisations or operate their own business if it impairs their ability to fulfill their
responsibilities to the Company or is deemed to pose a threat to the employee’s
safety or the safety of others. If in doubt, an employee should seek approval in
accordance with the Conflicts Approval Procedure outlined in Section 3.21.

3.18 Confidentiality

Personnel may acquire or have acquired knowledge of and access to certain

information concerning the Company and/or the Company’s businesses which the
Company considers to be proprietary, commercial and confidential to Sims
(“Confidential Information”). This encompasses information Sims owns, develops,
or pays to have developed, or to which it has a contractual right of use and/or
contractual obligation to protect and any other Company information that if used
by a competitor could place Sims at a competitive disadvantage. Confidential
Information may be in written or electronic form, including in the form of data,

15
pictures or videos. It also may have been obtained through conversation or by
observation. It includes Company trade secrets of every kind and character.

Personnel are required to protect the Company’s Confidential Information and not
to use, publish, copy, disclose or allow to be disclosed, for the Personnel’s own
benefit or for the benefit of any person or entity other than the Company, such
Confidential Information, taking all reasonable precautions to protect the
Confidential Information from unauthorized disclosure or use.

If allowed by law, these obligations of confidentiality continue after the

conclusion of a Personnel’s employment or contractual relationship with Sims.

Confidential information must only be used for purposes authorised by the

Company. Such information should be handled and communicated with care, and
must not be disclosed outside the Company without proper approval. It must never
be used for personal gain.

As appropriate, confidentiality provisions should be included in contracts with

Personnel and other parties who provide services to the Company.

3.19 Privacy Commitment

During the course of its activities, Sims may collect, hold and use personal
information about individual Personnel along with individual suppliers of
goods and services, customers, employees and prospective employees.
Personal information is information or an opinion about an individual whose
identity is apparent or can reasonably be ascertained from the information
or opinion.

Any such information and opinions must be managed in a professional and ethical
manner and in accordance with governmental requirements.

All Company Personnel must abide by specific policies on privacy/personal

information collection applicable to relevant geographical regions in which the
Company operates, which policies are available on the local Sims Intranet or by
request of the relevant regional Human Resources Department.

3.20 Intellectual Property

Personnel who participate in the development of processes or products that will be

used by the Company, or who have access to the results of such work, must
regard this information as the property of Sims both during and after their
period of employment or engagement with the Company to the maximum extent
allowed by law, subject to individual contracts of engagement.

Personnel must inform the Company of the results of all work done during or
outside of working hours that relates to the business or operation of the Company.
Sims is entitled to the exclusive benefits of any patents, copyright, etc. relating to or
resulting from this work, and Personnel may be required to assist the Company
in protecting such benefits.

Personnel must not reproduce, distribute, or alter copyrighted materials owned by

others without valid permission of the copyright owner or its authorised agent,
except as otherwise allowed by law. If in doubt, an employee must obtain such
permission from his or her supervisor or senior manager before using these
materials.

16
Sims also uses various trademarks, service marks, logos and business names in
its business. These are also valuable assets of the Company which need to be
protected. Personnel should always use these proprietary marks properly and
only for legitimate business purposes of the Company.

3.21 Conflicts of Interest

Company Personnel should not engage in activities that involve, or could

appear to involve, a conflict between their personal interests and the interests of
Sims (that is, conflict of interests). Such circumstances could compromise a
Company Personnel’s ability to make impartial business decisions. This means that
Company Personnel must not place themselves in situations that might force them
to choose between their own personal or financial interests and the interests of the
Company.

If in any doubt, a Company Personnel must disclose any potential or actual conflict
of interest situation by means of the Conflict of Interest Disclosure Form
(“Disclosure Form”) available on the Company’s Intranet, or from their relevant
regional Human Resources Department or from the Group Company Secretary. A
Company Personnel must not engage in any activity involving a potential conflict of
interest until approval has been given in accordance with the Conflict Of Interest
Approval Procedure provided with the Disclosure Form (“Conflicts Approval
Procedure”). The Conflicts Approval Procedure also describes to whom a Company
Personnel should submit the Disclosure Form.

For example:

• Conflicts of interest would not usually arise out of merely holding shares in a
listed company where such an interest comprises securities in widely-held
corporations that are quoted and sold on the open market, and the interest is
not material (less than five percent of the outstanding securities).

• Neither Company Personnel nor their immediate family members should have
interests or investments in, or employment with, a competitor, customer,
partner, supplier or other Non-Company Personnel of Sims that would create a
conflict of interest such as if the Company Personnel’s position in the
Company allows them to influence transactions with the other person or entity.

• A Company Personnel should not be in a position of influence regarding the

employment, or employment conditions (for example, work assignment,
compensation, etc.) or performance assessment, of a family member.
Specifically,

› a family member of a Board member may not be employed by the Company

unless with the prior written approval of the Chairman of the Board and the
Group Chief Executive Officer; and

› a family member of a Personnel (not including a Board member), or of a

customer, supplier or other third party who has a relationship with the
Company, may not be employed by the Company unless with the prior
written approval of the Company Executive Leadership Team head of the
relevant Sims region or division.

It may be, depending on the facts and circumstances, in conflict with the
Company’s interest, or a violation of trust, for a Company Personnel or any
immediate member or his or her family:

› to buy, sell or lease any kind of scrap material, property, facilities or

equipment from or to the Company or from or to any company, firm or
17
 individual who is or is seeking to become a contractor, supplier, customer
or other Non-Company Personnel, or to buy or sell any kind of scrap
material from or to any other company, firm or individual; with the exception
of those transactions occurring as a result of the Company Personnel
discharging his or her duties within the context of his or her employment
duties and exclusively for the benefit of the Company; or

› to accept commissions, a share in profits (other than dividends or interest

on securities of widely-held corporation) or other payments, loans (other
than with established banking or financial institutions), services, excessive
entertainment and travel, or gifts of more than nominal value, from any
individual or organization doing or seeking to do business with the
Company.

• It is a conflict of interest to take advantage of any opportunity for personal gain

that rightfully belongs to the Company, including business opportunities of
which a Company Personnel becomes aware because of his or her
employment by the Company or relationship with the Company, whereby such
opportunities must be offered to the Company.

In some cases, a potential conflict of interest or violation of trust may be approved

in accordance with the Conflicts Approval Procedure. This would generally be
where such approval is in the best interests of the Company as determined in
accordance with that Procedure. However, the Company Personnel must make a
full disclosure of the facts prior to any transaction or other potential conflict situation
in accordance with the Conflicts Approval Procedure by timely completing and
submitting the Disclosure Form in accordance with the instructions set out in that
Procedure. Thereafter, the Company may make an informed, independent decision
regarding the transaction or other potential conflict situation.

Directors and executive management must promptly inform the Sims Group Chief
Executive Officer or, if necessary (such as if the alleged violation involves the
Group Chief Executive Officer) the Chairperson of the RAC Committee (“RAC
Chairperson”), of any actual or potential conflicts of interest involving them or their
immediate family, and the Group Chief Executive Officer, or the RAC Chairperson,
as appropriate, will resolve any questions regarding such actual or potential
conflicts of interest.

In the case of directors, executives and other senior managers of Sims, specific
disclosure or approval requirements might also arise under law in regard to conflict
of interest situations.

As with any other violation of this Code, a violation of the above conflict of interest
provisions may result in disciplinary action or dismissal from employment. It may
also subject the Company Personnel or former Company Personnel to civil liability
and/or criminal prosecution under applicable law.

Even so, not every potential conflict of interest need be a Code violation. Under
some circumstances, following a full disclosure by the Company Personnel in
accordance with the Conflicts Approval Procedure, the Company may
independently determine to engage in a particular transaction or allow a particular
activity or other potential conflict of interest situation that is beneficial or not
detrimental to the Company notwithstanding the potential conflict. In such a case,
where approval has been given in accordance with the Conflicts Approval
Procedure, the above conflict of interest provisions are not violated. Therefore, the
effect of a particular actual or potential conflict of interest or violation of trust will
depend upon the nature of the conflict or violation, its disclosure by the Company
Personnel, receipt of appropriate approvals, its effect upon the Company, the
severity of the violation and the means available to recompense loss or prevent
18
future injury. As per the Conflicts Approval Procedure, any conflict allowed by the
Company must include notification of, and written authorization by, the Group Chief
Executive Officer or, when appropriate, the RAC Chairperson.

3.22 Anti-Bribery & Anti-Corruption

The Company has adopted an Anti-Bribery & Anti-Corruption Policy (“Anti-

Corruption Policy”) to aid Personnel in complying with applicable anti-bribery and
anti-corruption requirements by setting a standard that should meet or exceed the
anti-bribery and anti-corruption requirements in each of the countries in which the
Company does business.

The Company’s Anti-Corruption Policy sets forth the basic requirements regarding
anti-bribery and anti-corruption that Sims expects its Personnel to follow in their
dealings on behalf of the Company with governmental entities, the general public,
the Company’s customers, creditors, suppliers, agents, consultants, contractors,
partners and competitors, and with fellow Personnel.

Sims prohibits any form of bribery and corruption. Under no circumstances will the
Company approve any offers, making, requesting or receiving irregular payment or
payment in kind to win business or influence a business decision in the Company’s
favour or which has the intention that in consequence a function should be
performed improperly. Offers to and the making of bribes, ‘kick-backs’, secret
commissions and similar payments are strictly prohibited.

The Company’s approach to anti-bribery and anti-corruption is to establish and

implement its anti-bribery and anti-corruption requirements in the context of the
robust compliance program as described in Section 3.1.

In accordance with the Company’s Core Values, it is therefore imperative that

Personnel conduct themselves in a manner which not only is, but is also perceived
to be, in accordance with the highest standards of honesty and integrity.

Personnel should refer to the Anti-Corruption Policy for further details on the
Company’s approach to address the risk of bribery and corruption, and information
and guidance on recognising and dealing with bribery and corruption.
Facilitation payments
As set out in the Anti-Corruption Policy, the Company prohibits the making of
’facilitation payments’ (relatively minor payments to lower level officials or
government employees in order to obtain ‘routine governmental action’ (as
described in the Anti-Corruption Policy).

Books and Records

Accuracy and reliability in the preparation of all business records is of critical
importance to the Company’s decision-making process and to the proper discharge
of Sims’ financial, legal, regulatory and reporting obligations. It is the policy of the
Company to maintain accurate books and records and to devise an adequate
system of internal controls.

Any Company Personnel who becomes aware of any actual or possible falsification
or mistake in the Company’s books, records or accounts, or who has reason to
believe that a false statement has been made, must report it, promptly, in
accordance with the Reporting List described in Section 6.2 or to the Company’s
Hotline).

19
3.23 Gifts, Entertainment & Hospitality

Gifts, entertainment & hospitality include the receipt or offer of gifts, meals or
tokens of appreciation and gratitude, or invitations to sporting, entertainment and
cultural events, functions, or other social gatherings, in connection with matters
related to the Company’s business. These activities are generally acceptable
provided they:

• fall within reasonable bounds of value and occurrence;

• are made in good faith;

• do not influence, or are not perceived to influence, objective business

judgement; and

• are not prohibited or limited by applicable laws or applicable industry codes.

If there is any doubt about their acceptability, the situation should be referred to a
senior manager or Compliance Counsel.

Special circumstances apply when dealing with Government Officials.

Detailed discussion regarding gifts, entertainment and hospitality may be found in

the Anti-Corruption Policy. Personnel should familiarize themselves with that Policy.

3.24 Relationships with Governments

Sims’ ability to conduct business is directly affected by government decision-

making. Therefore, the Company seeks to have open, honest and
constructive relationships with governments. As it is essential to informed
decision-making, Sims regularly shares information and opinions with
governments on issues that affect the Company.

Personnel who provide information to governments on behalf of Sims must

ensure that such information is accurate and complete. Errors or omissions
may damage the Company’s credibility and, in certain circumstances, may be
construed as a violation of a country’s laws or regulations. Personnel who
lobby on behalf of the Company or represent Sims in government matters must
comply with all applicable laws and regulations relating to corporate participation in
public affairs.

3.25 Political & other Donations and Activities

As noted in the Anti-Corruption Policy, payments of anything of value, such as

political donations, may be perceived as a bribe. Therefore, political donations must
be evaluated in accordance with the anti-bribery and anti-corruption requirements of
the Anti-Corruption Policy.

In addition to Company requirements, many jurisdictions have laws restricting

political donations, including those donations that a company may or may not make
and those that a “foreign” company may or may not make, and those that a
company being considered for government contracts may or may not make (various
“pay-to-play” laws). Even if allowed by law, special consideration also needs to be
given for situations where a company has an interest in specific legislation pending
before a specific legislator. For these reasons, political donations must be assessed
for legal compliance in addition to compliance with this Code and the Anti-
Corruption Policy.

20
 At a minimum, no Company funds, property, time or any other thing of value shall
be contributed, expended or reimbursed for any campaign purpose or to any
candidate in connection with any election, primary election, political convention or
caucus in which a candidate or nominee for the office of President, Vice President,
Senator or Representative of Congress is to be voted upon or otherwise selected
(with respect to the United States and the equivalent in other countries), nor under
such circumstances shall the Company provide any indirect payment or support, in
any form or through any means, such as through consultants, suppliers, customers,
employees or other third parties.

No political contributions or charitable or other donations, whether in cash or in-

kind, must be offered or made without the prior approval of an Executive
Leadership Team member. All approved contributions or donations will be provided
to the Group Corporate Secretary located in Sydney Australia, who will record and
maintain a Political and Charitable Contribution Register.

Sims must also not participate in party politics. The Company does, however,
contribute to the public debate of policy issues that affects the Company in the
countries in which it operates. For example, Sims may discuss relevant issues with
government officials or provide written comments about the likely impact of
proposed policies on the Company. At times, attendance at events hosted by a
political party may be required for briefing purposes. Senior management should
exercise their discretion in deciding whether or not attendance at a function
would compromise Sims’ impartiality.

4. ACCOUNTABILITY

4.1 Responsibilities of Directors

The Board is responsible for monitoring and reviewing the management of the
Company to ensure that its operations are conducted in accordance with this Code.

4.2 Responsibilities of Executives

Management is responsible to the Board, through the Group Chief Executive

Officer, for the Company’s performance under this Code.

Under the Group Chief Executive Officer, the heads of each business, and the
senior managers who report directly to them, have operational responsibility for
ensuring compliance with this Code. In meeting this responsibility, they must
ensure that each business:

• promotes a workplace environment that, in accordance with the Company’s

Core Values, encourages honest and open communication about business
conduct issues, emphases the importance of operating in accordance with this
Code, and avoids placing pressure on Personnel to deviate from these
standards;

• establishes internal reporting and approval processes that address high risk
areas in relation to business conduct and ensure that breaches are
appropriately investigated and handled;

• prepares supplementary guidance for employees about how to conduct

business in particular markets or countries consistent with this Code;

• undertakes business conduct awareness training consistent with this Code

and tailored to the operational needs of the business;

• establishes procedures for reviewing the qualifications of its Non-Company

Personnel, etc before entering agreements with them; and
21
• incorporates the Company’s Core Values and the other values and policies
outlined in this Code in its performance management processes, employment
contracts, induction procedures, employee handbooks, commercial
agreements, and similar programs.

4.3 Responsibilities of Managers and Supervisors

Managers and supervisors must take all reasonable steps to ensure that Company
Personnel and, where appropriate, Non-Company Personnel, are aware of and
comply with this Code. They must consult the next level of management if problems
occur. Managers and supervisors must also:

• ensure that safety in the workplace comes first,

• ensure that all employees have access to appropriate Company policies and
procedures;

• respond promptly and seriously to employees’ concerns and questions about

business conduct issues and seek further assistance if required; and

• demonstrate responsible behaviour that other employees can follow.

4.4 Responsibilities of all Personnel

All Personnel are expected to be familiar with the contents of, and comply with,
this Code at all times while engaged in Company business. Prospective
employees will not be able to commence employment with the Company
until they sign an acknowledgement that they have read, and understood,
the contents of the Code and agree to abide by its provisions. In addition, all
Company Personnel must, on a periodic basis, certify that they have read this Code
and, to the best of their knowledge, are in compliance with all its provisions.

Employees must also have a detailed understanding of those provisions of

the Code, and related Company business practices and policies, which directly
relate to their job. The Company strongly encourages dialogue among employees
and their supervisors regarding situations that give rise to ethical questions and to
articulate acceptable ways of handling those situations. Company Personnel should
also be aware that their actions may have legal implications, as well as Code
implications. In addition, what one writes (electronically as well as on paper) may
be just as important, or more so, as what one says or does. This means that
Company Personnel should exercise care whenever committing anything to writing
while engaged in Company business (whether that be in operations, commercially,
administratively, or otherwise).
Company Personnel who are aware of breaches or potential breaches of this Code
have a duty to advise those in the Reporting List described in Section 6.2 (e.g. his
or her supervisor, manager, Human Resources Department, etc.) of such breaches
or potential breaches. Company Personnel also should seek assistance from those
in the Reporting List if they do not fully understand how any part of this Code
should be applied or with respect to any uncertainties regarding legal or ethical
issues involving Company affairs.

Alternatively, Company Personnel may report their concerns to the Sims Metal
Management Ethics & Compliance Hotline (“Hotline”) as described in section 6.2.
The Hotline is operated by an independent third party and is available 24 hours a
day, 7 days a week, 365 days a year.

22
5. EMPLOYEE CONCERNS

5.1 Where to go for assistance

If a decision or action appears to be inconsistent with the requirements or intent of

this Code, or if any employee is unclear about what to do in a specific situation, that
employee should raise the issue promptly.

Whenever possible, the employee should first discuss issues with his or her
immediate supervisor or manager. If he or she feels unable to do this, there are a
number of other avenues for raising a question or concern. The employee can
contact the appropriate Company Personnel in accordance with the Reporting List
described in Section 6.2.

In addition, if Company Personnel have concerns about accounting, internal

accounting controls, or auditing matters relating to the Company, he or she is free
to contact the appropriate Company Personnel described in the Reporting List
provided in Section 6.2, which includes, as appropriate, the Company Compliance
Officer, or the Group Chief Executive Officer or, if necessary (such as if the concern
involves an executive officer or a director), the RAC Committee.

Inquiries or communications to the RAC Committee intended to be anonymous

should be mailed in writing without indicating your name or address to the attention
of, Chairperson of the RAC Committee c/o Sims Metal Management, 16 West 22nd
Street, 10th Floor New York, NY 10010, USA. If you wish to speak in person to a
member of the RAC Committee, please contact the Group Company Secretary,
who will arrange same.

Alternatively, you can report your concerns via the Hotline as described in section
6.2

Persons who have been identified as sources of guidance are responsible for
promptly responding to questions and concerns of Company Personnel regarding
business conduct. They must provide accurate information consistent with this
Code. All such questions and concerns will be treated seriously.

6. REPORTING REQUIREMENTS

6.1 Reporting of all Fraud Related Issues

Company Personnel must promptly report any suspected breach of this Code
related to fraud, misappropriation or corruption in business transactions of which
they become aware. The report should be to the appropriate level of management
designated in the Reporting List described in Section 6.2, including, as appropriate,
to the Company Compliance Officer, the Chief Human Resources Officer or the
Group Company Secretary, the Group Chief Executive Officer or, if necessary
(such as if the alleged violation involves an executive officer or a director), the
Chairperson of the RAC Committee.

This includes any acts or transactions involving Personnel which:

• may expose Sims or individual directors, executives or other senior managers

to criminal liability or to other financial penalties; or

• may involve financial loss to the Company.

In all instances where fraud is suspected, Company Personnel should not confront
the parties involved but should report their concerns to the appropriate level of
management designated in the Reporting List described in Section 6.2.
23
Where illegal activities are suspected, local management Company Personnel are
responsible for securing all documentary evidence and Company assets and taking
steps to safeguard financial records, including access to computerised networks
and systems.

6.2 Reporting of Non-Compliance with the Code

The highest standards of conduct are critical to Sims’ reputation and success and,
therefore, Personnel are encouraged to report any actual or suspected breaches of
the Code. While Personnel should be able to report any such breach, serious
breaches requiring expedited reporting by Personnel include any conduct or event
involving impropriety which:

• may have a serious SHEC or other business impact; or

• may seriously compromise the reputation of the Company.

If you become aware of conduct which causes you concern, you should
immediately report it. Whenever possible, you should first discuss issues with your
immediate supervisor or manager. If you feel unable to do this, there are other
avenues for raising a question or concern. You can contact the following “Reporting
List” at the first level listed below you believe you will be able to confidentially report
to:

• the next level of management; or

• the HR Department at the regional or Group level; or

• the senior manager or executive responsible for the department in which the
issue arose (e.g. export trading; commercial); or

• the Group Compliance Officer (the Group Vice President of Internal Audit, in
Chicago, IL); or

• Compliance Counsel comprising:

o in North America or Europe, the Chief Corporate Counsel (Compliance),
or the local Company Secretary; or
o for Sims Recycling Solutions, the Director, Business & Legal Affairs; or
o for the Rest of the World, the Group Company Secretary located in
Sydney, Australia.

Alternatively, Company Personnel may report their concerns to the Sims Metal
Management Ethics, Safety & Compliance Hotline (“Hotline”). The Hotline is
operated by Covercent, an independent third party, and is available 24 hours a day,
7 days a week, 365 days a year. All Company Personnel globally may do so on-line
at www.simsmmhotline.com. Alternatively, Company Personnel may call the
telephone number listed on the www.simsmmhotline.com website under the ‘Call Us’
section for their specific country.

Full details of the Hotline are available from your manager or local Human
Resources Department.

Non-Company Personnel should, in all instances, contact their nominated point of

contact within the Company.

Persons who have been identified as sources of guidance or contact are responsible
for promptly responding to Personnel's questions and concerns regarding business
conduct. They should provide accurate information consistent with this Code. All
such questions and concerns will be treated seriously.
24
 The course of action taken to resolve a concern will depend on the nature of the
issue and its severity. It may be possible to resolve a matter by involving only one
person. However, some situations such as those involving significant legal or
financial issues may require guidance and input from additional sources (for
example, legal advisers, auditors, etc). In all cases, confidentiality will be maintained
to the highest degree possible.

6.3 Protection against Retaliation

The Company strictly prohibits any unlawful discrimination or retaliation against any
Personnel who, in good faith, discloses or reports known or suspected breaches of
this Code or known or suspected illegal acts by the Company or its Personnel.
Personnel who report in good faith a breach or suspected breach of this Code will
not be subject to retaliation or retribution or other recriminations for making that
report. Any Personnel who unlawfully discriminates or retaliates against any other
Personnel because the Personnel, in good faith, reported known or suspected
breaches of this Code, or known or suspected illegal acts by the Company or its
Personnel, will be subject to disciplinary action, including potential termination of
employment or engagement. If you believe that you will be punished or have been
punished for reporting or supplying information about a genuine concern, you should
advise management or follow the above Reporting List at the appropriate level you
believe you will be able to confidentially report to (or in the case of Non-Company
Personnel your nominated point of contact within the Company).

6.4 Investigation of any breach of the Code

If management Company Personnel receives information regarding an alleged

breach of this Code, that person shall evaluate such information and report it to the
appropriate person on the Reporting List. If the alleged breach involves an
executive officer or a director, that person should:

• inform the Group Chief Executive Officer and Board of the alleged breach,
either directly or through the Company Compliance Officer;

• determine, either directly or through the Company Compliance Officer, whether

it is necessary to conduct an informal inquiry or a formal investigation and, if
so, initiate such inquiry or investigation; and

• report, either directly or through the Company Compliance Officer, the results
of any such inquiry or investigation, together with a recommendation as to
disposition of the matter, to the Group Chief Executive Officer for action or, if
the alleged breach involves an executive officer or a director, report the results
of any such inquiry or investigation to the Board or the RAC Committee.

Upon receiving a report of a breach of this Code, the RAC Committee, including its
legal and other advisors, will have the full power and authority to investigate the
report and to determine what steps, if any, should be taken to resolve the problem
and avoid the likelihood of its recurrence.

Personnel must, if required, co-operate fully with any investigation concerning a

suspected breach of this Code.

7. BREACH OF THE CODE

As part of the Consequences element of this Code (per Section 3.1), any
Personnel who breach this Code, or any guidelines or policies made under it, or
who authorise or permit any breaches by a subordinate will, in sufficiently serious
circumstances, be subject to disciplinary action including possible dismissal (or in
25
 the case of Non-Company Personnel, termination of their relationship with Sims,
whereby this right should, wherever feasible, be incorporated into such
agreements) and the commencement of appropriate legal proceedings where
deemed necessary.

8. AMENDMENTS & WAIVERS

This Code may not be amended or modified without the prior approval of the Board.
Any waiver of this Code with respect to any director or executive officer may be
made only by the Board.

9. APPLICABILITY & LIMITATIONS

No other ethics, legal compliance or other codes, policies or practices of the

Company or its subsidiaries that may be applicable to any of the Company's
employees, whether currently in effect or established in the future and whether or
not relating to the same subject matter as this Code, will be deemed to be a part of
this Code.

This Code is not a contract and is not intended to impose any contractual
obligations on the Company, and does not alter the at-will or other employment
relationship between the Company and any employee. In addition, whilst it sets out
the basic framework which Personnel are expected to follow, this Code cannot
hope to address the specific, and widely varying, range of legal requirements, and
cultural and business norms, which apply in the many countries in which Sims
operates. The Board therefore reserves to itself an absolute discretion to update,
adapt or depart from this Code as and when it sees fit, including (without limitation)
where this is necessary to ensure that the Company's operations accord with local
law and/or business practice. Furthermore, neither the directors nor the Company
accept any responsibility or liability to any other person for any part of this Code, or
for, or any exercise of, the Board's discretion to update, adapt or depart from it.

This Code of Conduct was updated and adopted by the Sims Board on 28
June 2017.

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