Corporate Governance Policies & Charters

Whistleblower Policy

1  Introduction

We are committed to maintaining an open working environment in which our directors, employees and contractors are able to report instances of undesirable, unlawful or unethical conduct without fear of intimidation or reprisal. The policy applies to all our directors, employees, contractors, contractors’ employees. Other interested parties, such as our auditors and consultants, if they so wish, are also encouraged to follow this policy if they wish to report any unacceptable conduct.

The aim of this policy is to monitor and review arrangements employees of the Company and other interested parties can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters including but not limited to administration of the whistleblower policy adopted by the Company, and to review and make recommendations to the Board as appropriate with consultation with the general counsel on the amendments or changes to such policies and arrangements.

There should be proper arrangements in place to ensure that fair and independent investigation of these matters is undertaken with appropriate follow-up action as necessary.

To achieve this, we will endeavour to increase the awareness of maintaining good corporate governance practices and have proper arrangements in place:

  • to provide a employees with a supportive working environment in which he or she feels able to raise issues of legitimate concern to them and to the Company
  • which can be used by an employee and other interested parties, in confidence, to raise concerns about any unacceptable conduct. This may include a provision of a disclosure line
  • to protect people who report unacceptable conduct in good faith;
  • to allow fair and independent investigation of the matters reported and to ensure appropriate follow-up actions;
  • to allow the detection of unacceptable conduct and addressing them.

Unacceptable conduct covered by this policy includes any conduct which:

  • any possible improprieties in financial reporting, internal control or other matters including but not limited to the administration of this policy or the Whistleblower Standard;
  • is dishonest, fraudulent or corrupt such as falsification of records, contracts or data, adopting questionable or improper accounting practices or bribery;
  • is illegal, such as theft, violence (actual or threatened), harassment or intimidation, criminal damage to property or other breaches of any law or regulatory requirements in Australia or any other jurisdictions in which the Company operates;
  • is unethical, such as discrimination, oppression, actions causing substantial damage to the environment or acts in breach of the Code of Conduct;
  • is potentially damaging to employees or other persons such as unsafe work practices or substantial wasting of company resources;
  • may cause financial loss to the Company or damage its reputation or be otherwise detrimental to the Company’s interests, or
  • involves any other kind of serious malpractice or impropriety.

Detailed reporting and investigation procedures including details of the disclosure standard is set out below.

2  Purpose

The Company values of Safety, Integrity, Action and Results underpin our ongoing commitment to promoting and maintaining an open working environment in which our directors, employees and contractors are able to report instances of unacceptable, undesirable, unlawful or unethical conduct without fear of intimidation or reprisal.

This Standard documents the Company’s commitment to maintaining sound corporate governance through providing a framework for reporting and investigating unacceptable conduct, and ensuring the person raising the report can do so without fear of intimidation or reprisal.

3  Scope

This Standard applies to all the Company’s directors, employees, consultants, contractors, contractors’ employees.

Other interested parties, such as our shareholders, auditors, vendors, suppliers or other third parties are also encouraged to report any unacceptable conduct.

4  Standard Requirements

4.1        Overview

Standards covered in this document are divided into five categories:

  • Reportable Conduct
  • Reporting Unacceptable Conduct
  • Unacceptable Conduct Report Investigation
  • Confidentiality and Privacy Protection
  • Corporate Governance Reports

4.2        Reportable Conduct

The Company considers any conduct unacceptable which:

  • is dishonest, fraudulent or corrupt such as falsification of records, contracts or data, adopting questionable or improper accounting practices or bribery
  • is illegal, such as theft, violence (actual or threatened), harassment or intimidation, criminal damage to property or other breaches of any law or regulatory requirements in Australia or any other jurisdictions in which the Company operates
  • is unethical, such as discrimination, oppression, actions causing substantial damage to the environment or acts in breach of the Code of Conduct
  • is potentially damaging to an employee or person, such as unsafe work practices or substantial wasting of company resources
  • may cause financial loss to the Group or damage its reputation or be otherwise detrimental to the Group’s interests, or
  • involves any other kind of serious malpractice or impropriety.

4.3        Reporting Unacceptable Conduct

The Company will establish appropriate systems for the reporting and management of complaints of unacceptable conduct.

A person wanting to report unacceptable conduct should do their best to ensure that the report is:

  • factually accurate
  • complete from first-hand knowledge, and
  • made in good faith.

It is not the reporting person’s job to investigate or prove a case of unacceptable conduct.

A person who has committed or been involved in unacceptable conduct themselves, will not be immune from disciplinary action merely because they have reported the unacceptable conduct in accordance with this Standard.  However, the person’s conduct in making the report is likely to be taken into account in determining what disciplinary action is appropriate.

4.3.1     Speak-Up Internally

Unacceptable conduct concerns or queries can be discussed or raised by a person through the following channels:

  • their immediate supervisor or another senior member of their business or functional unit
  • any Human Resources Manager
  • a member of the Legal Department
  • a member of the Audit Committee, or
  • the Chief Executive Officer.

4.3.2     External

For issues of such sensitivity that a person does not feel able to use the internal options, or they feel the concern they have raised has been inadequately addressed or the parties involved may not be impartial, an external service [EXTERNAL SERVICE] will be available to report or receive guidance in respect of actual or suspected unacceptable conduct.

Disclosures can be made to the [EXTERNAL SERVICE] by telephone, mail, facsimile or email from any location worldwide.  The contact details are as follows:

[CONTACT DETAILS]

Where a person contacts [EXTERNAL SERVICE] to discuss actual or suspected unacceptable conduct, the person who receives the call will make a record of all of the relevant data provided by the person.  The person will have the option of either identifying themselves or remaining anonymous.

Other than in limited circumstances described in section 4.5.2, the [EXTERNAL SERVICE] will send the report record to the Audit Committee Chairperson or their delegate for confidential investigation.

Where English is a second language and a person is not confident in making a disclosure in English, they can contact the [EXTERNAL SERVICE]in their native language.

The [EXTERNAL SERVICE]will be operated by an independent external company.

4.4        Unacceptable Conduct Report Investigation

All reports of suspected or actual unacceptable conduct referred to the Audit Committee Chairperson, a senior manager or appropriately qualified person will be asked to conduct a thorough investigation of the report.

In appropriate circumstances, theAudit Committee Chairperson may decide to appoint external investigators.

Managers will only be asked to investigate a matter if they can do so in an impartial manner (eg, a manager will not be asked to investigate any matter which relates to their own Business Unit).

Where a report of suspected or actual unacceptable conduct relates to a significant matter involving the Chief Executive Officer, the [EXTERNAL SERVICE]will refer the matter directly to the Board.

The person appointed to investigate the report will be required to follow normal Company procedures for handling a complaint or disciplinary issue.

At the end of the investigation, the investigating person must report their findings to the Audit Committee Chairperson who will determine the appropriate response.

Responses to investigations will include rectifying any unacceptable conduct and taking any action required to prevent any future occurrences of the same or similar conduct.

Where allegations of unacceptable conduct made against another person cannot be substantiated, that person will be advised accordingly and will be entitled to continue in their role as if the allegations had not been made.

Once the investigation is completed, a verbal report will be made to the person who reported the unacceptable conduct. This report will explain the findings and actions taken to the fullest extent possible within commercial, legal and confidentiality constraints.  If the report made was anonymous, alternative arrangements, if possible, will be made for providing a verbal report of the outcome of the investigation to that person.

4.5        Confidentiality and Privacy Protection

4.5.1     Disclosure of Identity

If a person makes a report of unacceptable conduct under this Standard, the Company will endeavour to ensure that person’s identity is protected from disclosure.

The person’s identity will not be disclosed unless the:

  • person making the report consents to the disclosure
  • disclosure is required by law
  • disclosure is necessary to prevent or lessen a serious threat to a person’s health or safety, or
  • disclosure is necessary to protect or enforce [COMPANY NAME’S] legal rights or interests, or to defend itself against any claims.

The Company will also ensure that any records relating to a report of unacceptable conduct are stored securely and are able to be accessed only by authorised employees.

The following unauthorised disclosures will be regarded as a disciplinary matter and unacceptable conduct under this Standard, and will be dealt with in accordance with the Company’s disciplinary procedures:

  • unauthorised disclosure of the identity of a person who has made a report of unacceptable conduct, or
  • unauthorised disclosure of information from which the identity of the reporting person could be inferred.

The Company will not tolerate any reprisals, discrimination, harassment, intimidation or victimisation against any person suspected of making a report of unacceptable conduct, or against that person’s colleagues, employer (if a contractor) or relatives.  Any such retaliatory action will be treated as serious misconduct and will be dealt with in accordance with the Company’s disciplinary procedures.

A person who intends to make a report under this Standard may make a request via the [EXTERNAL SERVICE]for special protection measures if their identity is likely to be readily inferred from the nature of the information in the report.

4.5.2     Disclosure Protected by the Corporations Act

Under the Australian Corporations Act, the disclosure of information relating to unacceptable conduct qualifies for certain protection where the:

  • disclosure is made by a person to any of the Australian Securities and Investments Commission (ASIC), the Group’s external auditor or a member of the external audit team, a director, company secretary or the Group senior manager or the [EXTERNAL SERVICE]
  • a person making the disclosure provides his or her name prior to disclosing the information
  • a person has reasonable grounds to suspect that the unacceptable conduct relates to a breach of the Corporations Act in Australia, and
  • disclosure is made in good faith.

Where the Australian Corporations Act applies and information is disclosed by a person in accordance with these criteria, the person receiving the information may not tell anyone other than ASIC, the Australian Prudential Regulation Authority or the Australian Federal Police any of:

  • the information disclosed
  • the identity of the person making the disclosure, or
  • any information which will enable the identification of the person making the disclosure,

unless the person consents to that disclosure.

4.6        Corporate Governance Reports

The [EXTERNAL SERVICE]will provide reports containing a general summary of the number and type of calls made to it together with a description of the nature and results of any investigation conducted as a result of a call. 

In the compilation of these reports the identity of any person who has made a report under this Standard will not be disclosed.

Reports will be prepared which contain a general summary of the number and type of incidents identified or complaints received through the Company’s internal reporting processes, together with a description of the nature and results of any investigation conducted as a result of a reported incident or complaint. 

All summary reports will be provided to the Chief Executive Officer or a delegate on a regular basis as determined by the Chief Executive Officer and to the Audit Committee.

A consolidated report will be provided to the Audit Committee annually.