The purpose of this Policy is to encourage the raising of any concerns about actual or potential misconduct or any improper state of affairs in relation to the Company, without fear of reprisal or victimisation. This Policy sets out guidelines for what is considered Reportable Conduct, who can make a report, how to make a report, and who to make a report to. This Policy also sets out the protections and support available to individuals who raise concerns in accordance with this Policy, and how the Company will handle and investigate reports. The Company aims to maintain the highest standards of ethical behaviour and integrity and create a culture that encourages our people to help deter wrongdoing, with the confidence that they will be protected and supported in doing so.
Reports may be made under this Policy by anyone who is, or has been:
A Discloser is any individual listed above who has made a report in accordance with this Policy.
A Discloser will be eligible for the protections under this Policy when they make a disclosure about a Reportable Matter (as described in section 3 below) using any of the reporting methods set out in this Policy. Disclosers may also be able to access legal protections under the Corporations Act and the Taxation Administration Act. Further information about these legal protections available to Disclosers under the Corporations Act and the Taxation Administration Act is set out in the Annexure.
A “Reportable Matter” under this Policy is any information about the Company (or an officer or employee of the Company) that the Discloser has reasonable grounds to suspect indicates:
A Discloser must have reasonable grounds for a report made under this Policy. A rumour or a mere allegation with no supporting information is unlikely to be considered as having “reasonable grounds”. However, a Discloser does not need to prove their allegations. A Discloser will still qualify for protection under this Policy even if their disclosure turns out to be incorrect.
Personal Work-Related Grievances of current or former employees are not Reportable Matters and are not covered under this Policy. These kinds of matters should be reported to your manager. You may be entitled to protection in relation to these matters under other legislation such as the Fair Work Act 2009 (Cth).
A Personal Work-Related Grievance means a grievance about any matter in relation to the Discloser’s employment, or former employment, having (or tending to have) implications for the Discloser personally. This includes:
However, Personal Work-Related Grievances do not include:
Prior to making a report, a Discloser may confidentially seek information or advice from the Whistleblowing Hotline. Reports can be made using any of the reporting channels outlined below.
Employees can report all matters of concern to the CEO as follows:
Reports can be made by e-mail or telephone to our independent external reporting hotline, as follows:
If you wish your report to be made anonymously, your identity will not be disclosed to the Company.
If a Discloser is unable to use any of the above channels for reporting, a report can be made to an Eligible Recipient within the Company. Eligible Recipients in relation to the Company are:
(i) officers,
(ii) directors;
(iii) senior managers (including the CEO); and
(iv) internal or external auditors (including a member of an audit team conducting an audit).
Disclosures relating to tax issues can also be made to any employee or officer who has functions or duties relating to the tax affairs of the Company.
An Eligible Recipient may direct the Discloser to make the report to a WPO, if they consider it appropriate in the circumstances.
A Discloser may also make a report about a Reportable Matter to an external party such as ASIC, APRA or the ATO, as set out in the Annexure.
A report should contain sufficient information to form a reasonable basis for investigation. For this reason, Disclosers should provide as much information as possible, in any form, about the Reportable Matter.
By way of example, this information could include (but must not necessarily include):
Disclosers are encouraged (but not required) to disclose their identity when making a report. A Discloser can choose to make an anonymous disclosure and will still be protected under applicable law. However, providing a Discloser’s identity will assist in:
In circumstances where the Discloser has not consented to the disclosure of their identity, the matter may still be referred for investigation, but the investigator will be required to take all reasonable steps to reduce the risk that the Discloser will be identified as a result of the investigation.
Information about a Discloser’s identity may only be disclosed in the following circumstances:
Information that may be likely to lead to the identification of the Discloser may be disclosed if:
It is an offence for a person to identify a Discloser or disclose information that is likely to lead to the identification of a Discloser, apart from the exceptional circumstances described above.
When a Report is made under this Policy an initial assessment will be made to determine whether it concerns a Reportable Matter, whether a formal, in-depth investigation is required, and whether the matter may be investigated or confirmed in other ways. An investigation may not be possible if the Discloser is unable to be contacted (for example, if a report is made anonymously and the information provided is not sufficient to enable an investigation).
If the result of the initial assessment is that the report concerns or potentially concerns a Reportable Matter, that an investigation is able to be conducted, and that an investigation is appropriate in all the circumstances, the Company may appoint an investigator to investigate the matter. The investigator can be:
(i) a manager or senior executive;
(ii) an external independent resource; or
(iii) another suitably qualified person,
who, in whichever case, is not implicated directly or indirectly in the report.
Where an investigation is deemed appropriate, the report will be investigated as soon as possible after the matter has been reported. The investigator will use his or her best endeavours to conduct the investigation in a timely, thorough, confidential, objective and fair manner, as is reasonable and appropriate having regard to the nature of the Reportable Conduct and all of the circumstances.
The outcome of the investigation that confirms a Reportable Matter will be reported to the Board of Directors. A finding of misconduct may result in disciplinary action for officers and employees up to and including dismissal without notice. Serious criminal matters will be reported to the police or the appropriate regulatory authorities.
It is a breach of this Policy to subject a Discloser to any Detriment because they have made, or propose to make, a report under this Policy. It will also be a breach of this Policy to make a threat to cause Detriment to a Discloser (or another person) in relation to a report.
Disclosers are encouraged to discuss any concerns about possible Detriment with a WPO with the CEO, so that appropriate measures can be put in place to prevent any potential Detriment to a Discloser.
“Detriment” includes (without limitation):
Detriment does not include administrative action that is reasonable to protect a Discloser from Detriment (for example, a temporary transfer or arrangements for the Discloser to work from home or another location), or reasonable management action in relation to managing an employee’s work performance, if the action is in line with the Company’s performance management framework.
If a Discloser believes they have suffered or may suffer Detriment because they have made a report under this Policy, or if any person has threatened to cause Detriment to them or another person in connection with a report, they should immediately report the matter to the CEO.
A Discloser cannot be subject to civil, criminal, or administrative liability for making a report under this Policy (although, he or she may be subject to civil, criminal or administrative liability for any personal misconduct revealed by the report or the investigation).
The Company has the discretion to provide the Discloser (or anyone assisting with the investigation) with immunity from its disciplinary procedures. However, the Company has no power to provide immunity from criminal prosecution.
Causing Detriment to a Discloser because they have made or propose to make a report about a Reportable Matter may also be an offence under applicable laws. Further information on the protections and remedies available to Disclosers under applicable laws is set out in the Annexure.
Support available for Disclosers includes:
Use of these support services by a Discloser may require the Discloser to consent to the disclosure of their identity or of information that is likely to lead to the discovery of their identity.
Each report will be assessed and may be the subject of an investigation, which will be carried out in a fair and impartial manner. No action will be taken against employees or officers who are implicated in a report under this Policy until an investigation has determined whether any allegations against them are substantiated.
An employee or officer who is implicated may be temporarily stood down on full pay whilst an investigation is in process or may be temporarily transferred to another workplace (including working from home), if appropriate in the circumstances.
Any such stand-down or temporary transfer may only continue for the duration of the investigation. If the investigation determines that the allegations are not substantiated, the employee or officer must be immediately reinstated to full duties
Any reports that implicate an employee or officer must be kept confidential (even if the Discloser has consented to the disclosure of their identity) and should only be disclosed to those persons who have a need to know the information for the proper performance of their functions under this Policy, or for the proper investigation of the report.
An employee or officer who is implicated in a disclosure has a right to be informed of the allegations against them and must be given an opportunity to respond to those allegations and provide additional information, if relevant, in the course of an investigation into those allegations (subject to the Discloser’s right to anonymity). An employee or officer who is implicated in a report will be informed of the outcome of any investigation.
Support available for persons implicated in a report under this Policy includes:
The CEO will report to the Board on an as-needed basis regarding the effectiveness of this Policy, and the whistleblowing process. If a report under this Policy relates to serious misconduct or involves a serious risk to the Company, the CEO may immediately notify the Board. All such reports shall be de-identified and shall ensure confidentiality of Disclosers. If no disclosures have been received under this Policy in the relevant period, no report to the Board will be required.
The Board shall review this Policy, and its whistleblowing process, on a periodic basis, or as deemed necessary by the Board, to ensure that it is operating effectively, to rectify any issues identified in the review, and to ensure that it reflects any legislative changes.
This Policy will be made available to officers and employees through the Company intranet and website. Copies may also be obtained by request to the CEO. Regular training will be conducted for Eligible Recipients and persons who may receive a report under this Policy.
Employees will be provided with information and training about this Policy through:
Responsible Executive: CEO
Date of Review: April 2022
Approved by: Inclusee Ltd Board
Date of next review: May 2025
A Discloser may qualify for protection as a whistleblower under the Corporations Act 2011 (Cth) if they are an ‘eligible whistleblower’ in relation to the Company, and:
A Discloser may qualify for protection as a whistleblower under the Taxation Administration Act 1953 (Cth) if they are an ‘eligible whistleblower’ in relation to the Company, and:
Disclosures can be made to a journalist or a parliamentarian under certain circumstances and qualify for protection under the Corporations Act. Such disclosures must first be made to ASIC, APRA or another Commonwealth body prescribed by regulation, and must meet other specific requirements. A Discloser should obtain independent legal advice to ensure that they understand the criteria for making an emergency disclosure or a public interest disclosure that qualifies for protection.
The following protections are available to whistleblowers who make a protected disclosure under the Corporations Act or the Taxation Administration Act (whether that disclosure is made internally to the Company, or to an external body such as ASIC, APRA, a legal practitioner or is a public interest or an emergency disclosure):
A Discloser that suffers loss, damage, or injury because of a protected disclosure, or because their identity has been disclosed without their consent, may seek compensation and other remedies through the courts. A Discloser should seek independent legal advice if they wish to obtain such a remedy.
A Discloser may also contact regulatory bodies such as ASIC, APRA or the ATO (in relation to tax related disclosures) if they believe that they have suffered Detriment due to making a report about a disclosable matter, or if there has been a breach of confidentiality such as a disclosure of their identity without their consent.
