EX-19.1 34 ex191.htm EX-19.1 ex191
 
ex191p1i0
 
 
Securities Dealing Policy
Coronado Global Resources Inc.
Adopted by the Board on 21 September 2018
Amended by the Board on 16 February 2024
 
 
1
 
What is the purpose of this Policy?
 
Securities Deadline Policy
page 2
1
 
What is the purpose of this Policy?
It is unlawful under provisions of the Securities Exchange
 
Act of 1934 (the “Exchange
 
Act”)
and rules adopted thereunder
 
by the United States
 
Securities and Exchange Commission
as
 
well
 
as
 
under
 
rules
 
adopted
 
by
 
the
 
Australian
 
Securities
 
Exchange
 
(the
 
“ASX”)
 
for
insiders to purchase or sell securities based upon material information which has not been
publicly
 
disclosed.
 
The
 
purpose
 
of
 
the
 
Securities
 
Dealing
 
Policy
 
(“Policy”)
 
is
 
to
 
assure
compliance with these laws and rules and to:
●
 
ensure that public confidence is maintained in the reputation of Coronado
Global Resources Inc. (the Company), the directors and
 
employees of the
Company and in the trading of the Company’s securities;
●
 
explain the Company’s policy and procedures for the buying and selling of
securities to assist the directors and employees; and
●
 
recognize that some types of dealing in securities are prohibited by law.
There are
 
strictly
 
enforced
 
criminal sanctions
 
against
 
anyone breaching
 
these
 
rules
 
and
engaging in what is commonly called “insider trading”.
In this
 
Policy, a
 
reference to
 
"securities" means
 
securities in
 
the Company
 
and any
 
other
financial
 
products
 
of
 
the
 
Company
 
quoted
 
on
 
the
 
ASX
 
or
 
any
 
other
 
exchange
 
or
marketplace. For the avoidance of doubt, securities includes:
●
 
CHESS Depository Interests (CDIs) (as defined in the ASX Listing
 
Rules);
●
 
common stock; and
●
 
preferred stock.
2
 
Scope of this Policy
2.1
 
Who must comply with this Policy?
This
 
Policy
 
applies
 
to
 
all
 
directors
 
of
 
the
 
Company
 
(“Directors”),
 
executives,
 
officers,
employees, contractors and consultants of the Company
 
(collectively, “Employees”).
2.2
 
Who are "Restricted Persons"?
Certain aspects of this
 
Policy apply only to
 
Restricted Persons who, for
 
the purposes of this
Policy, are:
●
 
Directors;
●
 
Direct reports to the Chief Executive Officer (“CEO”) and key management
personnel of the Company who have been advised by
 
the Chief Legal Officer
(“CLO”) or the Group Company Secretary (“Secretary”)
 
that they are subject to
special restrictions under this Policy (“Senior Executives
 
”); and
●
 
employees who regularly possess inside information and who have been
advised by the CLO or Secretary that they are subject
 
to special restrictions
under this Policy (“Nominated Employees”).
Restricted
 
Persons
 
must
 
also
 
take
 
steps
 
in
 
relation
 
to
 
dealings
 
by
 
their
 
“Connected
Persons”. See section 4.7 below for further information.
 
3
 
Restrictions applying to all Employees
 
Securities Deadline Policy
page 3
3
 
Restrictions applying to all Employees
3.1
 
No dealing while in possession of Inside Information
Inside Information is information that:
●
 
is not generally available to the market; and
●
 
if it were generally available to the market, a reasonable person would expect it
to have a material effect (upwards or downwards) on the
 
price or value of a
security or which an informed investor would consider
 
relevant to making an
investment decision.
Inside Information may include matters of supposition,
 
matters that are not yet certain and
matters relating to a person’s intentions.
While in possession of Inside Information, Employees shall not:
●
 
trade in the Company’s securities (for example, by buying or selling the
Company's securities);
●
 
procure another person to acquire or sell the Company’s securities (for
example, by arranging for your spouse or a company you own
 
to buy or sell
Company securities on your behalf);
●
 
communicate the Inside Information to another person, known as tipping (for
example, by providing any other person a tip about the Company's
 
securities if
you know, or ought reasonably to know, that the person
 
will act on that tip (i.e.
they will buy or sell Company securities) or procure someone
 
else to act on that
tip).
Section 6 below contains further details regarding the scope
 
of the insider trading laws.
3.2
 
The Front Page Test
It is important that public
 
confidence in the Company
 
is maintained. It would be
 
damaging
 
to the Company's
 
reputation if the market
 
or the general public
 
perceived that Employees
might
 
be
 
taking
 
advantage
 
of
 
their
 
position
 
in
 
the
 
Company
 
to
 
make
 
financial
 
gains
 
(by
dealing in securities on the basis of Inside Information).
As a guiding principle, Employees should ask themselves:
If the market was aware of all the current circumstances,
 
could I be perceived to be taking
advantage of my
 
position in an
 
inappropriate way? How would
 
it look if
 
the transaction were
reported on the front page of the newspaper? (the Front
 
Page Test)
If the Employee is unsure, he or she should consult the
 
CLO or Secretary.
Where any approval is required for a dealing under
 
this Policy, approval will not be granted
where the dealing would not satisfy the Front Page Test.
3.3
 
No short-term or speculative dealing
Employees must
 
not deal
 
in the
 
Company’s securities
 
on a
 
speculative or
 
short-term trading
basis. Short-term trading includes buying and selling securities on market within a
 
6 month
period
 
and
 
entering
 
into
 
other
 
short-term
 
dealings
 
(for
 
example,
 
forward
 
contracts).
Specifically prohibited
 
are purchases and
 
sales of Company
 
securities that
 
are subject to
Section 16(b) of the Exchange
 
Act by the CEO and
 
his/her direct reports, directors and any
holder of 10%
 
or more of
 
the Company’s issued
 
and outstanding securities
 
(collectively a
“Reporting Person”).
 
Sale of shares
 
that have been
 
converted after exercising
 
options or
rights may
 
not be
 
regarded
 
as short
 
term trading.
 
Reporting Persons
 
should check
 
with
the
 
CLO
 
or
 
Secretary
 
before
 
any
 
transaction
 
in
 
Company
 
securities,
 
including
 
option
 
or
rights exercises.
 
 
4
 
Additional restrictions applying to Restricted
Persons
 
Securities Deadline Policy
page 4
3.4
 
Hedging of Company securities
Hedging includes
 
entering
 
into any
 
arrangements
 
that
 
operate
 
to limit
 
the
 
economic
 
risk
associated with holding the Company’s securities.
Company
 
securities
 
acquired
 
under
 
an
 
employee,
 
executive
 
or
 
director
 
equity
 
plan
operated by the Company must never be hedged prior to vesting.
Company
 
securities
 
must
 
never
 
be
 
hedged
 
while
 
they
 
are
 
subject
 
to
 
a
 
holding
 
lock
 
or
restriction
 
on
 
dealing
 
under
 
the
 
terms
 
of
 
an
 
employee,
 
executive
 
or
 
director
 
equity
 
plan
operated by the Company.
3.5
 
Dealing in other companies’ securities
Employees
 
may come
 
into possession
 
of Inside
 
Information
 
regarding
 
another company
where they are directly
 
involved in client
 
relationship management or negotiating contracts.
For
 
example,
 
where
 
a
 
person
 
is
 
aware
 
that
 
the
 
Company
 
is
 
about
 
to
 
sign
 
a
 
major
agreement with another company.
Employees must not
 
deal in the securities
 
in another company
 
if they are
 
aware of Inside
Information in
 
relation to
 
that company,
 
no matter
 
how they
 
came into
 
possession of
 
the
Inside Information.
If you are in any doubt, consult with the CLO or Secretary.
4
 
Additional restrictions applying to Restricted Persons
4.1
 
No dealing in blackout periods
Directors and salaried employees
 
of the Company and
 
any of its
 
subsidiaries must not deal
in Company securities during any of the following blackout periods:
●
 
the period starting on the 15th day of the third month of each calendar quarter
until the completion of the two trading days (‘TD 1’ and ‘TD 2’) following the
public release by the Company of quarterly or annual, as
 
the case may be,
earnings (for the avoidance of doubt, in these circumstances,
 
as the public
release is typically made prior to the start of TD 1, a dealing may then
 
be made
on the trading day following TD 2, that is ‘TD3’); and
●
 
any other period that the Board, the CLO or the Secretary specifies from time to
time.
4.2
 
Exceptional circumstances
If a director or
 
salaried employee needs
 
to deal in securities
 
during a blackout
 
period due
to exceptional circumstances and is not in possession of
 
any Inside Information, then, they
may apply for approval to deal in accordance with section 4.4.
 
Exceptional circumstances
are likely to include severe financial hardship or compulsion
 
by court order.
Unless otherwise specified in the notice, any dealing permitted under this section 4.2 must
comply with the other sections of this Policy (to the extent applicable).
4.3
 
Approval required for dealing outside blackout periods
During
 
any
 
period
 
that
 
is
 
not
 
a
 
trading
 
blackout
 
period
 
under
 
section
 
4.1,
 
Restricted
Persons must, prior to
 
any proposed dealing, seek approval
 
for the proposed dealing in
 
the
Company’s securities. Trading at
 
any time (even
 
if approval has been
 
obtained under this
Policy)
 
remains
 
subject
 
to
 
the
 
insider
 
trading
 
prohibition
 
in
 
the
 
Exchange
 
Act
 
and
 
the
Australian Corporations Act.
4
 
Additional restrictions applying to Restricted
Persons
 
Securities Deadline Policy
page 5
4.4
 
Written request process
 
(a)
 
Requests for approval under
 
4.2 or 4.3 should
 
be submitted to the CLO
 
(or their
delegate), who will forward it to one of the following approvers:
(1)
 
the
 
Chief
 
Executive
 
Officer
 
(in
 
the
 
case
 
of
 
Nominated
 
Employees
 
or
Senior Executives);
(2)
 
the Chair of the Board (in the case of the CEO or other
 
Directors);
(3)
 
the Chair of the Audit, Governance and Risk Committee (in the case of
the Chair of the Board).
(b)
 
A request
 
for approval
 
to
 
deal will
 
be answered
 
within
 
two business
 
days. The
approver, having consulted with members of management as
 
appropriate, may:
(1)
 
grant or refuse the request;
(2)
 
impose conditions on the dealing in their discretion.
(c)
 
The approver
 
is not
 
obliged to
 
provide reasons
 
for any
 
aspect of
 
their decision
and
 
may
 
revoke
 
their
 
approval
 
at
 
any
 
time.
 
If
 
a
 
request
 
is
 
not
 
approved
 
or
 
an
approval is revoked, that fact must be kept confidential.
(d)
 
Following receipt
 
of approval
 
to deal,
 
the approved
 
dealing must
 
occur within
 
5
business days
 
following approval
 
(or such
 
other time
 
specified in
 
the approval),
otherwise the approval
 
is no
 
longer effective, and
 
a new approval
 
must be
 
sought.
(e)
 
Approval under
 
this Policy
 
is not
 
an endorsement
 
of the
 
dealing. Personnel
 
are
responsible for their own compliance with the law.
4.5
 
Margin lending arrangements
(a)
 
Approval
 
must
 
be
 
obtained
 
by
 
any
 
Restricted
 
Person
 
in
 
accordance
 
with
 
the
procedure set out in section 4.4 for any:
(1)
 
entering into
 
a margin lending
 
arrangement in respect
 
of the
 
Company’s
securities; and
(2)
 
transferring
 
securities
 
in
 
the
 
Company
 
into
 
an
 
existing
 
margin
 
loan
account.
4.6
 
Confirmation of trade required
Restricted Persons
 
must promptly provide
 
the CLO or
 
Secretary with written
 
confirmation
when the
 
dealing has
 
taken
 
place.
 
In the
 
case
 
of Directors,
 
written confirmation
 
should
ideally be provided
 
by close
 
of business
 
on the day
 
the trade is
 
entered into
 
to assist
 
the
Company to comply
 
with its disclosure
 
obligations under the Exchange
 
Act and
 
ASX Listing
Rules.
4.7
 
Connected Persons
Employees
 
and
 
directors
 
must
 
take
 
appropriate
 
steps
 
to
 
ensure
 
that
 
their
 
“Connected
Persons”
 
only
 
deal
 
in
 
securities
 
in circumstances
 
where
 
the
 
Restricted
 
Person to
 
whom
they are connected would be
 
permitted to deal under this
 
Policy. For example, by obtaining
clearance in accordance with this Policy in respect of the Connected
 
Persons’ dealings.
Connected Persons are:
●
 
a family member who may be expected to influence, or be influenced by, the
Restricted Person in his or her dealings with the Company
 
or Company
securities (this may include the Restricted Person’s spouse, partner
 
and
children, the children of the Restricted Person’s partner,
 
or dependents of the
Restricted Person or the Restricted Person’s partner); and
 
 
 
5
 
Excluded Dealings
 
Securities Deadline Policy
page 6
●
 
a company or any other entity which the Restricted Person has an ability to
control.
EMG and
 
the Seller
 
Group Entities (as
 
defined in
 
Attachment 1)
 
are not
 
Connected Persons
for the purposes of this Policy.
5
 
Excluded Dealings
Sections 3.3, 4.1 and 4.3 of this Policy do not apply to:
(a)
 
participation
 
in
 
an
 
employee,
 
executive
 
or director
 
equity
 
plan
 
operated
 
by the
Company.
 
However,
 
where
 
securities
 
in
 
the
 
Company
 
granted
 
under
 
an
employee, executive or
 
director equity plan
 
cease to be
 
held under the
 
terms of
that plan, any
 
dealings in those securities
 
must only occur in
 
accordance with this
Policy;
(b)
 
dealings
 
that
 
result
 
in
 
no
 
effective
 
change
 
to
 
the
 
beneficial
 
interest
 
in
 
the
securities
 
(for
 
example,
 
transfers
 
of
 
Company
 
securities
 
already
 
held
 
into
 
a
superannuation fund or trust of which the Employee is a beneficiary);
 
and
(c)
 
trading
 
under
 
a
 
pre-approved
 
non-discretionary
 
trading
 
plan,
 
where
 
the
Employee did not enter into the plan or amend the plan during a blackout period,
the plan does not permit
 
the Employee to exercise
 
any influence or discretion
 
in
relation
 
to
 
trading
 
under
 
the
 
plan
 
and
 
the
 
plan
 
cannot
 
be
 
cancelled
 
during
 
a
blackout period, other than in exceptional circumstances.
However, given such
 
dealings remain subject
 
to the insider
 
trading rules in
 
the Exchange
Act
 
and
 
the
 
Australian
 
Corporations
 
Act,
 
Employees
 
should
 
still
 
consider
 
any
 
legal
 
or
reputational issues (and discuss
 
any concerns they
 
have with the
 
CLO or Secretary) before
proceeding with the dealing.
6
 
What are the rules about insider trading?
The
 
Exchange Act
 
and
 
the Australian
 
Corporations
 
Act
 
provide
 
that
 
a
 
person
 
who
 
has
Inside Information about a company must not:
(a)
 
buy
 
or
 
sell
 
securities
 
in
 
a
 
company,
 
or
 
enter
 
in
 
an
 
agreement
 
to
 
buy
 
or
 
sell
securities, or
 
exercise options
 
over securities,
 
or otherwise
 
apply for, acquire
 
or
dispose of securities (deal);
(b)
 
encourage someone else to deal in securities in that company;
 
or
(c)
 
directly or indirectly provide that information to another
 
person where they know,
or
 
ought
 
to
 
know,
 
that
 
that
 
person
 
is
 
likely
 
to
 
deal
 
in
 
securities
 
or
 
encourage
someone else to deal in securities of that company (tipping).
These restrictions apply to all securities, not just
 
the Company’s securities. Note that these
prohibitions
 
apply
 
to conduct
 
that occurs
 
elsewhere
 
in
 
the world,
 
not
 
just
 
conduct
 
which
occurs in Australia or the United States.
7
 
What happens if this Policy is breached?
Breaches of this Policy
 
will be regarded by the
 
Company as serious and
 
will be subject to
appropriate sanctions including referral to enforcement agencies.
Any person
 
who is
 
suspected of
 
breaching this
 
Policy may
 
be suspended
 
from attending
the workplace on full pay pending the outcome of investigations
 
into the alleged breach.
 
8
 
Who should I contact?
 
Securities Deadline Policy
page 7
Any person who
 
breaches this Policy
 
could face disciplinary
 
action (including
 
forfeiture of
securities and/or suspension or termination of employment).
Breaches
 
of the
 
insider
 
trading
 
laws
 
have
 
serious
 
consequences
 
for
 
both
 
the
 
personnel
concerned
 
and
 
the
 
Company.
 
Penalties
 
under
 
the
 
Corporations
 
Act
 
include
 
financial
penalties and imprisonment.
8
 
Who should I contact?
Employees should contact
 
the CLO (who will
 
refer the question
 
to the Chair of
 
the Board
in
 
the
 
case
 
of
 
the
 
CEO
 
or
 
Directors,
 
and
 
the
 
Chair
 
of
 
the Audit,
 
Governance
 
and
 
Risk
Committee
 
in
 
the
 
case
 
of
 
the
 
Chair
 
of
 
the
 
Board)
 
if
 
they
 
are
 
unsure
 
about
 
whether
 
it
 
is
acceptable to deal
 
or communicate with
 
others in relation
 
to the Company’s
 
securities
 
or
other securities or if they have any other queries about this
 
Policy.
 
Securities Deadline Policy
page 8
Attachment 1
The following definitions apply when used in the Securities Dealing
 
Policy.
Affiliate
an affiliate of, or a person affiliated with, a specified person, is a
person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the
person
 
specified.
Company or
 
Coronado
Coronado Global Resources Inc. (ARBN 628 199 468).
EMG
The Energy & Minerals Group and its Affiliates.
 
EMG Entities
1
 
EMG CC HC, LLC;
2
 
EMG Coronado II HC, LLC;
3
 
EMG Coronado IV Holdings LLC; and
 
4
 
EMG Coronado Strategic LP.
References to the rights of the EMG Entities includes
 
any Affiliate of
the above entities, other than the Company and any entity
 
it controls.
Seller
Coronado Group LLC.
Seller Group Entities
any or all of the Seller, the EMG Entities, or their respective
successors or Affiliates (other than the Company and any entity that
is controlled by the Company).