CODE OF CONDUCT FOR EMPLOYEES

1. PURPOSE OF THE CODE OF CONDUCT

All employees have a responsibility towards the Company.

The purpose of this Code of Conduct (“The Code”) is to provide employees with guidance on the standards of
behavior expected of them in performing their duties of employment and in their dealingswith fellow employees
and members of the community.

The Code provides a general framework of principles to be adopted by employees with respect to theirconduct
while employed by the Company. The Code is not intended to address specific situations that may arise with
respect to what is acceptable and unacceptable behavior.

The standards of conduct required to be met under the Code exist alongside the standards of behaviorand
performance required of employees under their contract of employment, Company policies agreements and any
other ethical or professional code of conduct that may bind an employee of the Company.

The Vice Chancellor/ CEO may alter the Code at any time. Employees must observe the Code asamended
from time to time.

2. GENERAL PRINCIPLES GUIDING EMPLOYEES CONDUCT

All General and Academic employees have a responsibility to:

• Respect and uphold the good name of the Company;

• Treat other employees with fairness, courtesy, respect and without discrimination;

• Act honestly, avoiding situations which may give rise to a conflict of interest or the perception ofsuch a
conflict;

• Carry out their duties in a professional, responsible and diligent manner;

3. STANDARDS TO BE OBSERVED IN PERFORMING DUTIES

In performing their duties of employment employees are expected to observe the following obligations:

i) Be familiar with and observe the Objects of the Company, statutes, regulations, rules, policiesand
procedures of the Company;
ii) Observe and comply with all the laws of the State and Commonwealth;

iii) Be aware of the position of trust they hold and the increased obligation on them when dealingwith
customers and at all times act honestly and with integrity;

iv) Protect and respect the rights and reputations of other persons in particular employees orvisitors
to the Company;

v) Avoid behavior that could reasonably be perceived as harassment, intimidation, discriminationon any
basis, bullying or threatening in any other way;

vi) Avoid conflict of interest situations. Without limiting the types of situations where conflictarises,
employees should:

a. Not engage in personal relationships of any customer;

b. Avoid personal relationships with other employees which may give rise to conflict of interest.
For example, when an employee is required to supervise another employee with whom they
have a personal relationship;

c. Not accept any direct or indirect pecuniary or other benefit from a third party in connection
with the performance of duties without prior written permission from theCompany. Where
the potential for conflict cannot be avoided, employees should takesteps to appropriately
disclose that interest.

vii) Not engage in any scandalous behavior;

viii) Carry out their duties of employment conscientiously;

ix) Comply with any lawful and reasonable direction given by the Vice Chancellor/ CEO or his
delegate;

x) Give due credit to the contributions of other employees and customers, including research
activities;

xi) Take reasonable steps to protect and not disclose confidential information, in particular:

a. Any information pertaining to the operations of the Company; or

b. Any information relating to customers, associates or employees.

xi) Demonstrate the highest professional and ethical standards. When making public comment,
employees must clearly identify any views expressed as their own and not those of the Company;

xii) Use Company facilities, resources and information in a proper manner;

xiii) Maintain and observe all safety and health procedures in the workplace. Employees must not doany act or
omission which may cause injury or harm to any other person;

xiv) Not use, distributes, sell, possess or be impaired by the use of drugs and alcohol in the
workplace or any Company premises.

4. ADDRESSING A POSSIBLE BREACH OF THE CODE

To promote and maintain the standards of conduct expected of the Company, it is important that any employee
who has a concern about the conduct of another employee is able to raise their concern freely and without fear
of intimidation or repercussion. To encourage employees to come forward withany concern, the Company will:

a. Consider all complaints seriously;

b. Investigate, where appropriate, formal complaints immediately;

c. Take all reasonable steps to ensure any employee who makes a complaint in good faith is
protected against any disadvantage, victimization or discrimination because he or she reported a
breach of the Code;

Follow the appropriate procedures.

In most instances, complaints concerning allegations of conduct that may breach the Code will be dealtwith by
the process outlined in the Staff Grievance and Resolution Policy and Procedures. Where conduct constitutes
misconduct or serious misconduct the allegation shall be dealt with in accordance with the procedure set out in
the Company’s Guidelines for Managing Misconduct.

If, upon investigation, those responsible for conducting the investigation form the opinion that the complaint is
untrue, frivolous or made maliciously or with intent to harm the employee to whom the complaint was made
against or for some other reason was not made in good faith, the complaint itselfmay give rise to a breach of the
Code by the employee who made the complaint.

The Company may initiate disciplinary action against any employee responsible for making the untrue,frivolous,
malicious or harmful complaint.

5. PROCEDURE FOR MAKING A COMPLAINT

Where an employee witnesses or becomes aware of conduct which, in the employee’s view, gives rise toa breach
of the Code, the employee should follow the steps outlined below:

1) If appropriate, the employee should attempt to resolve their concern in accordance with the Informal
Procedure set out in the Company’s Staff Grievance and Resolution Policy and Procedures.
2) Where the Informal Procedure referred to in 1) above is not appropriate or was unsuccessful, the employee
should attempt to resolve their concern by commencing the Formal Procedure in the Staff
Grievance and Resolution Policy and Procedures.

3) If an employee is unsure of how to proceed with a complaint or which procedure to follow, they should discuss
their concern with their immediate supervisor. If the employee has concerns about raising the issue with their
immediate supervisor, assistance should be sought from the next most seniorstaff member in the line of
management responsibility.

5. GUIDANCE NOTES ON SOME SPECIFIC AREAS OF THE CODE OF CONDUCT

1. INTRODUCTION

Employees may benefit from some more specific guidance on their responsibilities under the Code ofConduct.

It is important for employees to be aware that where they have concerns about what is acceptable or
unacceptable behavior and cannot identify or resolve their concerns by application of the standards outlined in
the Code, the employee should always consult their immediate supervisor for assistance.

2. CONFLICT OF INTEREST

The potential for a conflict of interest arises when an employee is placed in a situation where their private or
personal interests conflict or appear to conflict with the employee’s obligations to the Company. Put simply,
conflict of interest arises where some external interest of an employee may influence a decision made by, or
conduct of, an employee in performing their duties of employment. Inaddition to the normal issues of conflict
that may arise in a workplace, the unique relationship of trust between any employees means employees are
under an increased.

Obligation when dealing with colleagues to avoid any situation which might give rise to an apparent or actual
conflict between their private or personal relationships and their responsibilities to the Company.

The Code requires employees to avoid situations that give rise to a conflict of interest or the appearanceof a
conflict of interest. Where a situation arises that could give rise to a conflict of interest or the appearance of a
conflict of interest, an employee must:

a) Refrain from taking part in any further conduct, discussion or decision- making thatmight
be associated with the matter;

b) Disclose the actual, potential or apparent conflict of interest to their Senior Staff
Member immediately;

Examples of situations which may give rise to a conflict of interest include:

 Where an employee, their family or someone with whom they have a personal relationship receive some financial
interest or other benefit as a result of performing their duties or undertaking work outside their employment
duties. For example, where an employee has a financial interest in a companythat is independently undertaking
research to develop a patent and the employee is, as part of their contract of employment, also undertaking
research in that area. Or the employee has a financial interestin a company which the Company intends to engage
in business with and the employee is in a positionto influence either directly or indirectly in the Company’s
decision to engage that company.

i) Accepting, soliciting or encouraging gifts or benefits by any third party including customers, in
connection with the performance of their duties.

ii) Personal relationships with other employees where that relationship could give rise to a conflictof
interest. For example, where an employee is required to interview a member of their family or the child
of a close family friend for admission to the Company or where an employee is responsible for
supervising a student who is a family member or a child of a close family friend.

iii) Engaging in outside consultancy work that may compromise either the integrity of the employeeor of the
Company. For example, taking outside contract work that may require an employee to advocate a
position that is inconsistent with the Objects of the Company or conducting researchwhere sponsorship
or some other influence may be seen to compromise intellectual honesty and public interest.

iv) Expressing any public or private point of view where that view may become public, when thoseviews
may be seen to be attributed to the Company, harmful to the Company or inconsistent with the Objects
of the Company. For example, taking a pro-abortion view in a public forum.

A personal relationship means any relationship between employees or employees and customers that may give
rise to a conflict of interest or the appearance of a conflict of interest such as, but not limitedto, a relationship
arising through family, business or commercial, romantic or sexual, close friendship, orany other relationship
where an employee’s impartiality and influence over another may be at issue.

3. HARRASSMENT :

Every employee and customer is entitled to work in an environment free from harassment, bullying or
discrimination. The Code expects that all employees will treat other employees, customers and
members of the community equally with courtesy and fairness. The Company will not accept behaviourby
employees that could be considered:

a) Offensive, humiliating, intimidating, bullying, or construed as harassment or discrimination on

the basis of race, color, sex, sexual preference, age, physical or mentaldisability, marital status,
family responsibilities, pregnancy, religion, political opinion, national extraction or social origin;
or

b) Unfairly causing harm to the reputation and career prospects of other employees or
customers.
 All employees responsible for the teaching or supervision of young people are under an increased obligation to
ensure that they act in a way to protect these young people from harassment, discrimination or any other form
of bullying from others. The Company will not tolerate any form of harassment, discrimination or any other form
of bullying (psychological or physical) among employeesor customers.

An employee who witnesses harassment, discrimination or any other form of bullying by another employee
or customer towards another employee or customer must report that behavior to the offendingemployee
or Senior Staff Member immediately.

Examples of conduct that might be considered as harassment are:

a) An employee, because of their racial or religious background, has a dislike towards another
racial or religious group. In office, the employee makes an offensive commentabout that group
of people.

b) A vacancy for a senior position within the Company arises and the employee responsible for
appointing another employee to that position overlooks a suitable employee for that position
because they do not like them or because they are female.

c) An employee who thinks they are making a joke makes remarks that are seen byanother
employee as rude, sexual or offensive.

d) An employee reports a fellow employee for a breach of the Code. The complaint is made out
against the employee. The employee then acts rudely towards the other

e) Employee spreading rumors intended to harm the reputation of the employee

responsible for reporting him or her.

4. CONFIDENTIALITY OF INFORMATION

Employees are required to respect others’ rights to privacy and must maintain the integrity, confidentiality and
privacy of any information concerning other employees provided to them in the course of their employment.
Accessing, collecting or disclosing confidential information is only allowedwhere that disclosure is authorized by
an appropriate officer of the Company or required by law.
Employees should be aware that the obligations placed on them not to disclose confidential informationcontinue
to apply to them following the termination of their employment with the Company.

Confidential information includes:

a) Information entrusted to the Company such distributor/retailers or employee details.

b) Information produced by the Company such as Business strategy.

c) All nonpublic information where disclosure to third parties may not be in the best
interests of the Company or of the Company community.
d) An employee inadvertently gains electronic access to the personal files of Company employees.
The employee opens up the file of a fellow employee and discovers some very personal
information. The employee reveals that information to their partner whenthey get home from
work that day.

e) An employee discloses to third party confidential information about a discovery made inone of
the Company research laboratories.

f) A customer asks an employee employed at the reception of one of the Company Colleges
for the address of another customers. The employee gives out the address.

Best Regards

HR Team