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Conflict of Interest and Duty of Disclosure Policy

1. Acting in a fair and professional manner

a. You must at all times conduct yourself in accordance with the following common sense principles:
b. You must endeavour to act in the best interests of OSHClub.
c. You must act honestly and fairly in all business transactions and dealings with others.
d. You must treat other employees, contractors, customers, competitors, and all other persons you
deal with at work with the utmost courtesy and respect.

e. You must comply and work within the boundaries of Australian legislation.

2. External Work/ Second Job or Business

You must devote the whole of your time and attention during working hours to the business of OSHClub
and at such other times as reasonably necessary to properly perform your duties.

You must not, without fully informed consent by OSHClub, engage in any other employment or
contracting work, or conduct any business outside of OSHClub, which may interfere with your
employment with OSHClub.

This will include any work or business which could lead to:

a. A conflict of interest (or a perception of conflict), such as working for a competitor of OSHClub or

b. Absenteeism, inability to meet job requirements, poor job performance, or a reduction in effective
and efficient job performance.

c. The taking of sick/carers/personal leave from OSHClub to work at an external place of employment
at the same time as your regular shift, if evidence of illness is not provided and the perception of a
conflict exists, termination of employment may result.

Employees who are considering external work who breach this policy must advise their immediate line
manager so that any potential conflicts can be assessed and to ensure that employees do not
compromise their duty to act in the best interests of OSHClub.

3. Conflicts of interests

OSHClub expects you to put the company's interests ahead of any personal, economic or business
interests so that a conflict of interest does not occur.

A conflict of interest will exist when there is a conflict between your obligations to OSHClub and your
personal, economic or business interests. You must avoid any relationship that could impair or unduly
influence your ability to properly discharge your duties. You must not compromise your ability to act
with total objectivity in relation to OSHClub's business interests.

The appearance of a conflict can also be as damaging as actual conflict.

Head Office: 50 Downing Street, Oakleigh, Vic. 3166 T: 03 8564 9000 F: 03 8564 9001 W: www.oshclub.com.au
Examples of conflicts of interests include the following:

a. If you provide work or business on behalf of OSHClub to a business in which you or your family,
friends, partners or personal associates have a financial interest.

b. If you have a direct or indirect financial interest in a competitor of OSHClub.

c. If you enter into a business venture with a client or supplier of OSHClub.

d. If you enter into a business venture with a competitor of OSHClub.

e. If you attempt or attempt to poach any OSHClub employee in order to support any personal/joint
business ventures which you may be a part of in any way ( Company Director, Owner, Managing
Director , Business Partner etc) financial or otherwise.

f. If you divert customers, suppliers and business away from OSHClub.

g. If you have a professional or a personal relationship with any employee of a competitor of

OSHClub.

h. If you have a professional or personal relationship with a person who conducts business in
competition with OSHClub.

i. If you enter into a personal relationship with an employee who you manage or are otherwise
responsible for.

For the purpose of this policy, a personal relationship will extend to the following:

a. Members of your immediate and extended family (include spouses, domestic partners, siblings,
children, step-children, dependants, parents, guardians, grandparents, uncles, aunts, cousins).

b. Personal friends or friends of your family or persons referred to you by family matters.

c. Persons with whom you share a close personal relationship beyond normal work relations
(including partners, persons with whom you live and longstanding personal friends).

d. Persons with whom you share a common financial or business interests outside of work (eg; a
business partner).

e. Persons who are referred to you by any of the above persons.

f. Any company, trust, partnership, business or other entity in which you or any of the above persons
(to your knowledge) have a significant financial interest.

g. Any other person where, due to some reason unrelated to the business of OSHClub, there exists a
real risk that you may give undue preference to this person which is unrelated to their ability to
provide services or work to OSHClub.
 4. Duty of Disclosure

You must immediately disclose full and transparent details of all potential and actual conflicts of
interests to the HR Senior Manager using the Disclosure of a Conflict of Interest Form and when the
potential and actual conflicts of interests arise. You must disclose all material facts which could
influence OSHClub' decisions and actions.

If you are unsure as to whether a particular situation will breach this policy, you should contact
the HR Senior Manager and discuss your situation.

OSHClub may, in certain circumstances, provide you with written approval of your involvement in a
situation of conflict, subject to any conditions which OSHClub believes are necessary to protect its
business.

OSHClub reserves the right to terminate an employee's employment in the event that an employee fails
to disclosure full details of all potential and actual conflicts of interests as required by this policy.

5. Disclosing business opportunities and threats

You must use your best endeavours to promote the business of OSHClub. Any opportunity for
OSHClub to be promoted, the HR Senior Manager should be notified who will consider in conjunction
with the CEO, the opportunity and determine whether and how to pursue it. You must give full
disclosure to this opportunity. You must not take advantage of any business opportunity which has
come to you other than as a result of your employment unless this is approved by OSHClub. Taking
such an opportunity is tantamount to misappropriating a corporate asset.

You must also disclose to the HR Senior Manager or the CEO of any significant threats to the business
of OSHClub (including, for example, the misconduct of an employee). This should be done as soon as
the threat comes to your attention so that OSHClub can deal with it and protect its business.

6. Personal relationships with fellow employees or business associates

Personal relationships with fellow employees or OSHClub' business associates may give rise to
conflicts of interest and can put both the employees concerned and OSHClub in difficult positions. This
is especially the case where the relationship is between a manager and a person for whom that
manager is responsible. Personal relationships should not be permitted to interfere with the ordinary
conduct of OSHClub' business in a professional and efficient manner.

OSHClub reserves the right to alter staffing arrangements or responsibilities where a personal
relationship is found to exist that may affect the running of OSHClub' business or give rise to an actual
or perceived conflict of interest. OSHClub reserve the right to terminate an employee's employment
where inappropriate conduct appears to have occurred as a result of a personal relationship with a
fellow employee or a business associate of OSHClub.
 7. Disparagement of OSHClub' business

You must not disparage the business, office, Programs or employees of OSHClub to third parties, and
especially not to parents, children and teaching staff. If you have a legitimate concern regarding
OSHClub, you should air this concern to your line manager so that it can be properly addressed. Under
no circumstances should you create discontent amongst employees of OSHClub or encourage them to
leave its business.
8. Reporting suspected breaches of OSHClub policies

You must take all reasonable steps to comply with and encourage compliance with all OSHClub
policies. You must immediately notify the HR Senior Manager if you suspect that anyone has breached
this or any OSHClub policy.

9. Consequences of breach

OSHClub will view a breach of this policy as a serious matter. A failure to comply with the policy may
result in disciplinary action, including summary dismissal. In the event that you breach the terms of this
policy, and legal proceedings are commenced against OSHClub, OSHClub reserves the right to rely on
this policy in its defence and join you as a party to the proceedings.

10. Pre-Existing Relationships

If, prior to your employment with OSHClub, you are in a situation of conflict, you must still discuss this
conflict with the HR Senior Manager so as to enable OSHClub to manage the conflict. OSHClub will
take into account the timing of this Policy in any decision it makes.

11. Any Questions about this Policy?

If you are unsure as to whether a particular situation will breach this policy or generally have any
concerns or comments about this policy, you should contact your HR Senior Manager and discuss your
situation or concerns. As indicated above, OSHClub may provide you with written approval of your
involvement in a situation of conflict, subject to any conditions which OSHClub believes are necessary
to protect its business.
 OSHClub Disclosure of Conflict of Interest Form

This form must to be completed by any Employee who has actual and/or potential conflicts of interests
as set out in the above OSHClub Conflict of Interest and Duty of Disclosure Policy.

Please complete your answers in block letters.

I, of
(insert full name) (insert Program Name ie: Elsternwick
Primary School)
hereby disclose the following actual and/or potential conflict of interest:

Please provide a brief outline of the nature of the conflict (details may be included privately in a
separate confidential envelope if appropriate).

Please detail the arrangements proposed to resolve/manage/ the conflict (attach separately if
appropriate).
I, Hereby agree to:
(insert full name)

Update this disclosure throughout the period of my employment with OSHClub

Co-operate in the formulation of a conflict of interest management plan as required.
Comply with any conditions or restrictions imposed by OSHClub to manage, mitigate or
eliminate any actual or potential conflict of interest.

Print Name ___________________________________________

Signed: Date: