The Company views breaches of the code as serious misconduct. Employees who have become aware of any  breaches of this code must report the matter immediately to their line manager or the Company Secretary.  The line manager or Company Secretary has the responsibility to report the breach to the appropriate senior  management and to advise the relevant employee of the outcome and actions implemented. Any employee who in good faith, reports a breach or a suspected breach will not be subject to any retaliation or  recrimination for making that report. Employees who breach the policies outlined in the Code may be subject to disciplinary action, including in the  case of serious breaches, dismissal. The following additional comments apply to directors of the Company and aim to ensure directors have a clear  understanding of the Company’s expectations of their conduct: All directors have a fiduciary relationship with the shareholders of the Company. A director occupies a unique  position of trust with shareholders, which makes it unlawful for directors to improperly use their position to gain  advantage for themselves.  Each director must endeavour to ensure that the Company is properly managed so as to protect and enhance the  interests of all shareholders. To this end, directors need to devote sufficient time and effort to understand the  Company’s operations.  Directors should ensure that shareholders and the ASX are informed of all material matters which require  disclosure and avoid or fully disclose conflicts of interest.  At all times a director must be able to act in the interests of the Company. Where the interests of associates, the  personal interest of a director or a director’s family may conflict with those of the Company, then the director  must immediately disclose such conflict and either:  Executive directors must always be alert to the potential for a conflict of interest between their roles as executive  managers and their fiduciary duty as directors.  Information concerning the activities or proposed activities of the Company, which is not public and which  could materially affect the Company’s share price must not be used for any purpose other than valid  Company requirements. The Board recognises that the primary stakeholders in the Company are its shareholders. Other legitimate  stakeholders in the Company include employees, customers and the general community.  The Company’s primary objective is to create shareholder wealth through capital growth and dividends by the  continued development and application of its various products, and the provision of innovative customer and  market focused solutions.  The Company is committed to conducting all its operations in a manner which:  All employees (including directors) are expected to act with the utmost integrity and objectivity, striving at all  times to enhance the reputation and performance of the Company. The policies on this principle are disclosed on the Company’s website www.mineralresources.com.au.  Mineral Resources Limited Annual Report 2014  43 For personal use only Corporate  Governance  Statement DIRECTORS Fiduciary duties  Duties of directors  Conflict of interest  •  eliminate the conflict, or  •  abstain from participation in any discussion or decision-making process in relation to the subject matter of  the conflict.  Insider trading  STAKEHOLDERS  •  protects the health and safety of all employees, contractors and community members;  •  recognises, values and rewards the individual contribution of each employee;  •  achieves a balance between economic development, maintenance of the environment and social  responsibility;  •  maintains good relationships with suppliers and the local community; and  •  is honest, lawful and moral.  30 June 2014 Corporate Governance Statement