Who is a Whistleblower
To be a whistleblower, you must be a current or former:
- employee of the Company your disclosure is about, or a related company or organisation;
- officer (usually that means a director or company secretary) of the Company your disclosure is about, or a related company or organisation;
- contractor, or an employee of a contractor, who has supplied goods or services to the Company your disclosure is about, or a related company or organisation. This can be either paid or unpaid, and can include volunteers;
- associate of the Company, usually a person with whom the Company acts in concert; or
- spouse, relative or dependant of one of the people referred to above.
If you are a whistleblower, while you must hold or have held one of these roles to access the protections, you do not have to identify yourself or your role, and you can raise your concerns anonymously.
Who you can make disclosure to
You must make your disclosure to:
- a director, company secretary, company officer, or senior manager of the Company or organisation, or a related company or organisation;
- an auditor, or a member of the audit team, of the Company or organisation, or a related company or organisation;
- an actuary of the Company or organisation, or a related company or organisation;
- a person authorised by the Company to receive whistleblower disclosures;
- ASIC or the Australian Prudential Regulation Authority (APRA); or
- your lawyer.
While you must make your disclosure to one of these people or organisations, you can raise your concerns anonymously.
Code of Conduct
The Company has established a code of conduct as to the:
- Practices necessary to maintain confidence in the Company’s integrity;
- Practices necessary to take into account their legal obligations and the expectations of their stakeholders; and
- Responsibility and accountability of individuals for reporting and investigating reports of unethical practices.
The terms of the code of conduct are:
Directors, officers, employees and consultants to the Company are required to observe high standards of behaviour and business ethics in conducting business on behalf of the Company and they are required to maintain a reputation of integrity on the part of both the Company and themselves. The Company does not contract with or otherwise engage any person or party where it considers integrity may be compromised.
Directors are required to disclose to the Board actual or potential conflicts of interest that may or might reasonably be thought to exist between the interests of the director or the interests of any other party in so far as it affects the activities of the Company and to act in accordance with the Corporations Act if conflict cannot be removed or if it persists. That involves taking no part in the decision making process or discussions where that conflict does arise.
Each director and senior executive is required to advise the Chairman of the Board of any reports of unethical practices by any director, executive or employee of the Company. The Chairman of the Board will investigate the matter and report back to the Board as a whole.
Subject of Disclosure
You must have reasonable grounds to suspect that the information you are disclosing about the Company concerns:
- a breach of the Company’s code of conduct;
- an improper state of affairs or circumstances;
- This information can be about the Company or organisation, or an officer or employee of the
Company or organisation, engaging in conduct that:
- breaches the Corporations Act,
- breaches other financial sector laws enforced by ASIC or APRA,
- breaches an offence against any other law of the Commonwealth that is punishable by imprisonment for a period of 12 months, or
- represents a danger to the public or the financial system;
- A public Interest disclosure as defined below; or
An emergency disclosure as defined below.
‘Reasonable grounds’ means that a reasonable person in your position would also suspect the information indicates misconduct or a breach of the law.
Public Interest Disclosures
A disclosure can be a public interest disclosure if the following conditions are met:
- You must have previously made a report to ASIC or APRA that satisfies the criteria in “Subject of Disclosure” above;
- At least 90 days have passed since you reported your concerns to ASIC or APRA, and you do not have reasonable grounds to believe that action to address your concerns is being or has been taken;
- You have reasonable grounds to believe that reporting your concerns to a journalist or parliamentarian would be in the public interest; and
- After 90 days from when you reported to ASIC or APRA, you gave ASIC or APRA a written notice that includes sufficient information to identify your earlier report and states your intention to make a public interest disclosure. This could be by contacting the ASIC officer who considered your concerns and quoting the reference number of your case.
If you have a public interest disclosure then you can report your concerns about misconduct or an improper state of affairs or circumstances or a breach of the law to a journalist or a parliamentarian.
The extent of the information disclosed is no greater than is necessary to inform the recipient about your concerns.
A disclosure can be an emergency disclosure if the following conditions are met:
- You must have previously made a report to ASIC or APRA that satisfies the criteria in Subject of Disclosure” above;
- You have reasonable grounds to believe that the information in your report concerns substantial and imminent danger to the health or safety of one or more people or to the natural environment; and
- You gave ASIC or APRA a written notice that includes sufficient information to identify your earlier report and states your intention to make an emergency disclosure. This could be by contacting the ASIC officer who considered your concerns and quoting the reference number of your case.
If you have an emergency disclosure then you can you report your concerns about the substantial or imminent danger to a journalist or parliamentarian. The extent of the information disclosed must be no greater than is necessary to inform the recipient about the substantial and imminent danger.
Protections available to whistleblowers;
You can ask the Company to keep your identity, or information that is likely to lead to your identification, confidential. The Company will comply with such a request except that it may report the information to ASIC, APRA, or the Australian Federal Police, or to a lawyer for advice about the whistleblower protections.
It is illegal for a person to reveal the identity of a whistleblower, or information likely to lead to the identification of whistleblower, outside of these circumstances.
In the Company’s investigation of the concerns raised in your report, the Company will take reasonable steps to ensure that information likely to lead to your identification is not disclosed without your consent. However, the Company may face difficulties investigating or internally addressing or correcting the misconduct unless you provide some approval for the Company to use your information.
How the Company will support and protect whistleblowers;
The Corporations Act protects a whistleblower against certain legal actions related to making the whistleblower disclosure, including:
- criminal prosecution (and the disclosure cannot be used against the whistleblower in a prosecution, unless the disclosure is false);
- civil litigation (such as for breach of an employment contract, duty of confidentiality, or other contractual obligation), or
- administrative action (including disciplinary action).
If you are the subject of an action for making a whistleblower disclosure, you may rely on this protection in your defence.
However, this protection does not grant immunity to you for any misconduct that you were involved in that is revealed in the disclosure.
How investigations into a disclosure will proceed;
All whistleblower disclosures are to be referred immediately to the Chairman of directors, who will then notify the Board of directors. The Chairman will then determine the steps required to adequately investigate the disclosures.
How the Company will ensure fair treatment of employees who are mentioned in whistleblower disclosures
The Corporations Act makes it illegal (through a criminal offence and civil penalty) for someone to cause or threaten detriment to you because they believe or suspect that you have made, may have made, or could make a whistleblower disclosure.
The criminal offence and civil penalty apply even if you have not made a whistleblower report, but the offender causes or threatens detriment to you because they believe or suspect you have or might make a report.
A person may be causing you detriment if they:
- dismiss you from your employment
- injure you in your employment
- alter your position or duties to your disadvantage
- discriminate between you and other employees of the same employer
- harass or intimidate you
- harm or injure you, including causing you psychological harm
- damage your property
- damage your reputation
- damage your business or financial position
- cause you any other damage.
The offence and penalty require that the detriment be the result of an actual or suspected whistleblower disclosure. In many cases, particularly in the context of private employment, there may be arguments about whether the conduct involved was victimisation as a result of the whistleblower disclosure or for some other reason.
The Company will comply with the above legal obligations.
The policy will be will be periodically reviewed by the Board to check that it is operating effectively and whether any changes are required to the policy.
Employee and Manager training
All managers will be provided with a copy of this policy to ensure that they are aware of how to respond in the event that they receive whistleblower disclosures.
All employees will be provided with a copy of this policy to ensure that they are aware of rights and obligations pursuant to this policy.
All managers and employees are encouraged to refer any questions they may have about the policy to their supervisor.