Effective date of this Whistleblower Policy: 16 December 2021
Last Updated January 2022
The Whistleblower regime commenced on 1 July 2019. This regime provides that a person (Whistleblower) can make disclosure, anonymously if they choose, regarding any wrongdoing (Disclosable Matter) and can (in certain circumstances) be protected under the Corporations Act against
The aim of this Policy is to ensure:
Once a valid Whistleblower Report is made to the Eligible Recipient (or Next Eligible Recipient) by an Eligible Whistleblower, the Whistleblower is entitled under the Whistleblower Act to identity protection, protection from detrimental acts or omissions, compensation and remedies and may, subject to applicable law, be entitled to civil, criminal and administrative protection.
References in this policy to “discloser” is to an Eligible Whistleblower and references to “disclosure” are to a valid Whistleblower Report except where the context otherwise requires.
Any person who works with the Company, or for the Company (i.e. an Eligible Whistleblower), should use this Procedure.
An Eligible Whistleblower is a person who:
Whistleblowers are encouraged to disclose a Disclosable Matter which leads the Whistleblower to believe that malpractice is occurring, may occur, or has occurred.
In particular, Whistleblowers should disclose the occurrence or likely occurrence of any of the following:
The commission of a criminal offence;
As a preliminary step, an individual should consider if they are an Eligible Whistleblower under this Policy. If not, consider other means to deal with the concerns. One alternative would be to have a discussion with a Person Of Responsibility.
Secondly, consider if the matter sought to be disclosed is a Disclosable Matter under this policy. If it is not, one alternative would be to discuss the matter with a Person Of Responsibility.
A disclosure made to a legal practitioner for the purposes of obtaining legal advice or representation in relation to the operation of the Whistleblower provisions in the Corporations Act is also protected. A Whistleblower may also seek external advice from or make a disclosure to parties outside the organisation such as regulatory bodies, journalists and members or parliament under certain circumstances, including where such disclosure is an Emergency Disclosure or Public Interest Disclosure, and such disclosures to external parties may attract the protection of relevant legislation.
Details of the circumstances of an Emergency Disclosure or Public Interest Disclosure are set out in the definitions section of this policy. It is strongly recommended that these circumstances are reviewed, and independent legal advice is obtained, prior to making an Emergency Disclosure or Public Interest Disclosure.
Disclosures of information relating to disclosable matters can also be made to ASIC, APRA or another Commonwealth body prescribed by regulation that qualify for protection under the Corporations Act.
Where it is uncertain if a disclosure qualifies for protection under this policy, the Company may elect, at its discretion, to treat the disclosure as though the disclosure is protected.
The Eligible Recipient is the Company Secretary.
An individual should make a Whistleblower Report only to the Eligible Recipient. The contact details for the Eligible Recipient are available at the website of the Company and will otherwise be provided when this policy is disseminated to potential disclosers.
However, if the Disclosable Matter involves the Company Secretary, or it is believed that it is inappropriate for disclosure of the Whistleblower Report directly to be made to the Company Secretary for any reason, then concerns should be raised with a Next Eligible Recipient.
When seeking to make a Whistleblower Report, a reporting party must at that same time (i.e. during the same communication)
If an individual fails to clearly identify the communication as a Protected Communication at the first instance, then it cannot be dealt with under this Policy and will not be treated as a Whistleblower Report.
A written Whistleblower Report may be made anonymously. This discloser can refuse to answer questions that they feel could reveal their identity at any time, including during follow-up conversations.
It is suggested that a discloser who wishes to remain anonymous should maintain ongoing two-way communication so follow-up questions can be asked and feedback can be provided.
To protect the anonymity of the discloser, the following measures may be implemented:
The recipient of a valid Whistleblower Report shall both (i) seek to resolve the Disclosable Matter (i.e. cause wrongdoing to cease and not recur) and at the same time seek to (ii) protect the confidentiality, anonymity and interests of the Whistleblower under the provisions of this Policy.
The Company will acknowledge a discloser after receiving their disclosure.
As a preliminary step, the Company will assess each disclosure to determine whether it qualified for protection and if a formal, in-depth investigation is required.
To be clear, the purpose of this Policy is to ensure that wrongdoing is stopped (and does not recur) and that the broad interests (e.g. ongoing employment, status, reputation and well-being) of the valid Whistleblower are protected. A legitimate Whistleblower should not be disadvantaged by the valid Whistleblower activity.
The Company will investigate the Disclosable Matter as soon as is reasonably practicable and will endeavour to finalise an investigation as expeditiously as possible.
Typically the Eligible Recipient will need to determine if the matter is a disclosure to which protection will apply and, if so, if the Company needs to investigate the disclosure.
Once it is established that an investigation is warranted, the Company will determine the nature and scope of that investigation, the person(s) (either internal, external or both) who should lead the investigation, the nature of any technical, financial or legal support required to support the investigation and the timeframe for the investigation.
Following the parameters of the investigation being set as described above, the person(s) leading the investigation will determine the appropriate way forward, including the documentation to be obtained and persons to be interviewed. Once all relevant information has been obtained, the person(s) leading the investigation shall provide a report on their findings to the Eligible Recipient (or Next Eligible Recipient, as applicable) for consideration and action by the Board and the Company generally whilst maintaining confidentiality of the Discloser.
Where possible, the Company will endeavour to provide the discloser with a copy of the findings as received from the person(s) leading the investigation and the proposed action to be taken. It is further anticipated that the findings will be communicated to each Person of Responsibility.
Notwithstanding the above, the method of documenting and reporting findings will be dependent upon the nature of the disclosure and there may be circumstances where it is not appropriate for the Company to provide details of the outcome to the discloser.
Investigations shall be objective, fair and independent. The confidentiality of the investigation shall be paramount. To ensure fairly and independence, investigations shall be independent of the discloser (subject to keeping the discloser informed as set out below), individuals who are subject of the disclosure and the department or business unit involved.
All investigations where additional specialist skills or expertise may be necessary shall be undertaken jointly with an external investigation firm.
It is noted however that the process for and time within which a Disclosable Matter may be investigated is dependent upon the circumstances on a case by case basis.
In addition, the Company may not, without the discloser’s consent, disclose information that is likely to lead to the identification of the discloser as part of its investigation process, unless:
Any disclosure properly made under this policy will be treated as confidential.
The identity of the discloser or information that is likely to lead to the identification of the disclosure cannot be disclosed. This prohibition applies to all persons, including those which have obtained the details directly or indirectly because the discloser has made a disclosure that qualifies for protection.
The preceding paragraph does not apply if a person discloses the identity of the discloser:
The discloser or any other person are protected from detriment in respect of a disclosure.
A person cannot engage in conduct that causes detriment to a discloser (or another person), in relation to a disclosure, if:
The Company shall ensure that the discloser understands the reason for the Company undertaking the relevant administrative or management action.
A discloser or other person can seek compensation and other remedies through courts if:
Disclosers are encouraged to seek independent legal advice.
A discloser may, subject to applicable law, be protected from any of the following in relation to their disclosure:
These protections do not grant immunity for any misconduct a discloser has engaged in that is revealed in their disclosure.
The following are measures that the Company may adopt to protect disclosers from detriment:
The Company is committed to ensuring fairness in connection with any disclosure, both for the discloser and any person named in the disclosure. This section sets out the measures and/or mechanisms the Company may implement for ensuring the fair treatment of individuals mentioned in a disclosure:
An individual the subject of a disclosure will be informed about the investigation prior to the Company making any adverse findings against them. The Company will balance the need to inform the individual the subject of a disclosure with the potential for same to compromise the effectiveness of the investigation of the disclosure.
If a discloser is dissatisfied with the way that the Company is dealing with its Whistleblower Report, then those concerns should be expressed in writing to the Eligible Recipient or a Next Eligible Recipient. The Company undertakes to respond to concerns.
If such concerns arise in respect of an investigation of a Whistleblower Report then the Company may determine to review the investigation to ensure it was conducted in accordance with this Policy and the processes and procedures set out herein.
Some matters are difficult to deal with. If a reporting party is dissatisfied with the way that the Company is dealing with its Whistleblower Report, it many need to make a further Whistleblower Report to External Authorities.
If a discloser believes that confidentiality, anonymity or Whistleblower Protection are not being dealt with properly then they should immediately inform the Eligible Recipient or a Next Eligible Recipient Under this Policy the Company undertakes to take appropriate action.
Some matters are difficult to deal with. In such cases, the Company itself may engage with External Authorities to report or resolve the wrongdoing. If this is necessary, then the Company reserves the right to involve one or more External Authorities with or without the prior consent of the Whistleblower. Where possible, the Company will seek to preserve the anonymity of the Whistleblower, but will make legally required disclosures which may include the identity of the Whistleblower and the Whistleblower Report.
If an External Agency is engaged, then confidentiality and anonymity of the Whistleblower shall be in the hands of the External Agency and their subsequent activities.
he Whistleblower Act is intended to protect authentic Whistleblowers. This Policy will not be used for purposes other than as provided for in the Whistleblower Act. Use of this Policy for Wrongful Purposes is not protected by this Policy or the Whistleblower Act.
Making a Whistleblower Report for Wrongful Purposes or use of this Policy for Wrongful Purposes will constitute misconduct and may result in the Company
Making a Whistleblower Report for Wrongful Purposes or use of this Policy for Wrongful Purposes will not be covered by anonymity or confidentiality provisions of this Policy.
The policy will be held within the Company’s online filing system and will be maintained and updated by the Company Secretary. The Company will endeavour to send this policy to all existing and future internal staff and contractors. The Company will also make this policy (with redactions as necessary) available on its website.
A copy of the policy as available on the website can be provided in soft copy on request to the Company Secretary.
This policy will also form part of the materials received by new employees at induction.
Any updates to this policy shall be disseminated as set out above.
The Company will endeavour to arrange for training in respect of this policy, and in particular training for those persons who have a specific role under this policy (Eligible Recipient and Next Eligible Recipient) and management so that they are aware of their obligations. The Company will further endeavour to arrange for training of all employees, including those based overseas.
If the CEO or Company Secretary become aware of a breach of this Policy, then they should notify the Board without delay.
The Board will review this Policy from time to time. The Policy may be amended by resolution of the Board. This Policy is a public document and may be placed on the Company’s web site in satisfaction of regulatory obligations.
In this Policy:
Disclosable Mattermeans a matter where the discloser has reasonable grounds to suspect that the information concerns serious misconduct or an improper state of affairs or circumstances in relation to the Company and can include a matter where the discloser has reasonable grounds to suspect the Company, an officer or employee of the company, has engaged in conduct that:
Eligible Recipient means person authorised by the Company to receive disclosures under the Policy, being the Company Secretary.
Eligible Whistleblower means a person who can rely on the rights and protections afforded under this Policy and the law if they report misconduct as set out in section 1.4.
Emergency Disclosureis a disclosure of information to a journalist or parliamentarian, where:
Employee means any employee of the Company.
External Authorities means authorities such as Australian Securities Exchange (ASX), Australian Securities and Investments Commission (ASIC) or Police (State or Federal).
Improper Conduct means an officer or employee of the company has engaged in conduct that:
Next Eligible Recipient means a person other than the Eligible Recipient authorised to receive Whistleblower Reports. This includes a Person Of Responsibility or the auditor of the Company. Details of the auditor of the Company are available in the annual report or financial information of the Company.
Person Of Responsibility means a Director or the CEO.
Policy means this whistleblower policy (including as amended from time to time).
Protected Communication means a communication from an Eligible Whistleblower that clearly identifies to the Eligible Recipient (or the Next Eligible Recipient) both
Public Interest Disclosure is a disclosure of information to a journalist or a parliamentarian, where: