The Company is committed to conducting all of its business activities fairly, honestly with integrity, and in compliance with all applicable laws, rules and regulations. Its board, management and employees are dedicated to high ethical standards and recognise and support the Company’s commitment to compliance with these standards.

The Company encourages reporting of violations (or suspected violations) of the Company’s Code of Conduct or other examples of illegal, unethical or improper conduct and provides effective protection from victimisation or dismissal to those reporting such conduct by implementing systems of confidentiality, fair treatment and report handling. The Company has adopted this Whistleblower Protection Policy (Whistleblower Policy) accordingly.

This Whistleblower Policy applies globally. To the extent that laws and regulations in any country are more rigorous or restrictive than this Whistleblower Policy, those laws and regulations should be followed by any subsidiary operating in that country. Where a country has specific whistleblower laws which are less rigorous than this Whistleblower Policy, this Whistleblower Policy prevails. The Company may, from time to time, provide country-specific directions for subsidiaries operating in countries outside of Australia.

In this Whistleblower Policy, references to the Company includes references to the Company and all of its subsidiaries.

1      PURPOSE

The purpose of this Whistleblower Policy is to:

(a)      set out the responsibilities of the Company and its management and personnel in upholding the Company’s commitment to reporting any illegal, unethical or improper conduct; and

(b)      provide information and guidance on how to report such conduct, how reports will be investigated and the support and protections available to disclosers if a report is made.


(a)      The Company requires all personnel to comply with this Whistleblower Policy and any applicable whistleblower laws and regulations, including the provisions under the Corporations Act and Taxation Act.

(b)      The Whistleblower Policy applies to all disclosers of Reportable Matters.


(a)      The Company’s board of directors (Board) is responsible for the overall administration of this Whistleblower Policy. The Board will monitor the implementation of this Whistleblower Policy and will review on an ongoing basis the Whistleblower Policy’s suitability and effectiveness. Internal control systems and procedures will be audited regularly to ensure that they are effective in minimising the risk of non-compliance with this Whistleblower Policy.

(b)      The Board will act as the Whistleblower Protection Officer or may appoint a Whistleblower Protection Officer.

(c)      On receipt of a Report the Board may appoint an Investigating Officer.

(d)      The Whistleblower Protection Officer who will be responsible for:

(i)      applying this Whistleblower Policy and any divisional/business unit whistleblower policy;

(ii)     monitoring the effectiveness of relevant policies and reporting to the Board accordingly; and

(iii)    ensuring compliance with whistleblower training and programs.

(e)      A copy of this Whistleblower Policy will be made available to all personnel via the Company’s website and in such other ways as will ensure the Whistleblower Policy is available to personnel wishing to use it.

(f)      All personnel are required to understand and comply with this Whistleblower Policy and to follow the reporting requirements set out in this Whistleblower Policy. To this end, regular and appropriate training on how to comply with this Whistleblower Policy will be provided to all senior managers and other relevant personnel by the Board for each business. However, it is the responsibility of all personnel to ensure that they read, understand and comply with this Whistleblower Policy.


(a)      A breach of this Whistleblower Policy may expose personnel and the Company to damage, including but not limited to criminal and/or civil penalties, substantial fines, loss of business and reputational damage.

(b)      A breach of this Whistleblower Policy by personnel will be regarded as a serious misconduct, leading to disciplinary action which may include termination of employment.


5.1      Reportable Matters

(a)      Personnel are encouraged and expected to make a report under this Whistleblower Policy if they have reasonable grounds to suspect illegal, unethical and improper conduct in relation to the Company or a related body corporate, referred to as a Reportable Matter. A Reportable Matter consists of conduct which:

(i)      involves any kind of misconduct or an improper state of affairs or circumstances;

(ii)     is dishonest, fraudulent, corrupt or involves bribery or any other activity in breach of the Company’s Anti-Bribery and Anti-Corruption Policy;

(iii)    is illegal or involves criminal conduct or other breaches of law or regulatory requirements;

(iv)     is unethical or breaches any of the Company’s policies, charters or Code of Conduct;

(v)      is potentially damaging to the Company, an employee or person, such as unsafe work practices, environmental damage or substantial wasting of Company resources;

(vi)     may cause financial loss or damage in any way to the Company’s reputation or be otherwise detrimental to the Company’s interest;

(vii)    involves harassment, discrimination, victimisation or bullying, or any other type of detrimental action (other than personal work-related grievances as defined in the Corporations Act);

(viii)   amounts to an abuse of authority; or

(ix)     a danger, or represents a danger, to the public or financial system.

5.2      Making a Report

This Whistleblower Policy is intended to encourage and enable disclosers and others to raise serious concerns within the Company.

A report of a Reportable Matter under this Whistleblower Policy can be made via any of the following channels (as appropriate in the circumstances):

(a)      to the Whistleblower Protection Officer by phone at +9481 0389 or by mail to the Company’s registered office for the attention of the Whistleblower Protection Officer;

(b)      to the relevant supervisor, senior manager or officer in the Company who makes, or participates in making, decisions that affect the whole, or a substantial part of, the business of the Company, or who has the capacity to affect significantly the Company’s financial standing;

(c)      to the Chairman of the audit and risk committee; or

(d)      any member of the Board.

While reports can be made anonymously, it may affect the ability to investigate the matter properly and to communicate with the discloser about the report.

Nothing in this Whistleblower Policy (including anonymous reporting) should be taken in any way as restricting someone from reporting any matter or providing any information to a regulator (such as ASIC, the APRA, Commissioner), the Company’s auditor or a member of the audit team, a lawyer (to obtain advice or representation) or any other person in accordance with any relevant law, regulation or other requirement.

5.3      Investigating a Report

Any matters reported under this Whistleblower Policy will be investigated as soon as practicable after the matter has been reported. The investigation process will be conducted in a thorough, fair and objective manner and will depend on the precise nature of the conduct being investigated. Due care and appropriate speed will be taken and reported information will be verified and relevant personnel interviewed as part of the investigative process.

The discloser may be asked for further information and will be advised of any outcomes from the investigation (subject to considerations of privacy and confidentiality).

Anonymous reports will be investigated based on the information provided.

At the end of the investigation, the relevant investigating officer will report their findings to the Chairman who will determine the appropriate response. This will include rectifying any unacceptable conduct and taking any action required to prevent future occurrences of the same or similar conduct as well as disciplinary action if necessary.

5.4      Support and Protections

(a)      No victimisation or retaliation and fair treatment

A discloser who reports a violation under this Whistleblower Policy shall be treated fairly and shall not suffer detriment (either actual or threatened), harassment, intimidation, victimisation, bias, retaliation or adverse employment or engagement consequences to themselves, their colleagues, employer (if a contractor) or their relatives. The Company will take all steps to protect disclosers from any form of detrimental treatment.

Any personnel of the Company who retaliates against someone who has reported a possible violation may be subject to discipline by the Company or penalties under the Corporations Act or Taxation Act.

Anyone who is subjected to detriment as a result of making a report under this Whistleblower Policy should report it in accordance with clause 5.2 of this Whistleblower Policy.

(b)      Confidentiality

The identity of a discloser and information likely to lead to the identification of a discloser will be kept confidential subject to compliance with applicable laws unless:

(i)      the discloser consents;

(ii)     the concern is reported to ASIC, APRA, the Commissioner or a member of the AFP;

(iii)    the concern is reported to a lawyer for the purpose of obtaining legal advice or representation; or

(iv)     disclosure is required by law.

During the course of an investigation, the Company will take reasonable steps to reduce the risk of disclosing information that could identify the discloser.

Unauthorised disclosure of:

(i)      the identity of a discloser who has made a report of a Reportable Matter; or

(ii)     information from which the identity of the discloser could be inferred, may be an offence under Australian law, will be regarded as a disciplinary matter and will be dealt with in accordance with the Company’s disciplinary procedures.

(c)      Files and Records

The Company will ensure that any records relating to any reports made under this Whistleblower Policy are stored securely and only accessed by authorised personnel.

(d)      Special protections under the Corporations Act

Annexure 1 sets out special protections for disclosers concerning misconduct or an improper state of affairs or circumstances in relation to the Company or a related body corporate under the Corporations Act.

(e)      Special protections under the Taxations Act

Annexure 2 sets out special protections for disclosers concerning misconduct or an improper state of affairs or circumstances in relation to the Company or a related body corporate under the Taxation Act.

5.5      False reporting

When making a disclosure, the discloser will be expected to have reasonable grounds to suspect the information being disclosed is true. Any deliberate false reporting of a Reportable Matter will not qualify for protection under this Whistleblower Policy and will be treated as a serious matter and may be subject to disciplinary action.


(a)      Material incidences reported under this Whistleblower Policy will be reported to the Board or a committee of the Board.

(b)      The Board, in conjunction with the Whistleblower Protection Officer, will monitor the content, effectiveness and implementation of this Whistleblower Policy on a regular basis. There may also be independent reviews taken from time to time. Any findings, updates or improvements identified will be made addressed as soon as possible.


General terms and abbreviations used in this Policy have the meanings set out below:


means the Australian Federal Police.


means the Australian Prudential Regulation Authority.


means the Australian Securities & Investments Commission.


means the Commissioner of Taxation.

Corporations Act

means the Corporations Act 2001 (Cth).

Taxation Act

means the Taxation Administration Act 1953 (Cth).