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Whistleblower Protection Policy

Date Issued:   23rd December 2019
Issue Number:  1
Attachments:   Nil

 

  1. Introduction

The Company strives to operate within a culture of ethical and appropriate corporate behaviour in all our business activities. This includes ensuring that the Company acts with integrity, honesty and in accordance with good governance principles.

This purpose is supported by:

  • ensuring that the Company has sound procedures to allow all workers and their families to identify and report genuine concerns about illegal conduct or any improper state of affairs pertaining to the Company, without fear of reprisals; and
  • ensuring all employees and officers of the Company are aware of the protections available under this policy and Whistleblower Laws.

In this policy:

Discloser(s) refers to the persons eligible to make a disclosure protected by Whistleblower Laws. These persons are identified in section 4 below.

Protected Matters refers to the types of matters outlined at section 3 below, which are protected by Whistleblower Laws and the terms of this policy.

Whistleblower Laws refers to the protections contained in Part 9.4AAA of the Corporations Act 2001 and the Treasury Laws Amendment (Enhancing Whistleblower Protections) Act 2019.

Whistleblowing Officer is Jason Pretorius, Chief Financial Officer j.pretorius@ilm.com.au

Alternate Whistleblowing Officer is Joanna Watson, Senior HR Business Partner j.watson@ilm.com

Policy purpose: This Whistleblower Protection Policy summarises the process by which disclosures can be made, and the protections afforded any individual, or group of individuals, who make a report of suspected misconduct or of an improper state of affairs in relation to the Group or its related bodies corporate.

Policy Scope: This Policy applies to all persons including current and former: Officers; Employees; third party suppliers; business associates; relatives/dependents of any of the aforementioned; and individuals prescribed by the regulations. They are collectively referred to as ‘workplace participants’ in this Policy, unless specifically referenced.

 

  1. Types Of Disclosures Protected By Whistleblower Laws

Whistleblower Laws protect a disclosure if:

  1. the disclosure relates to Protected Matters;
  2. the information is disclosed by a Discloser identified in section 4 below; and
  3. the disclosure is made to one of the persons identified in section 5 below or section 6 below (provided the “public interest” pre-requisites have been satisfied).

All of the above 3 conditions must be satisfied for a disclosure to be protected by Whistleblower Laws.

 

  1. Protected Matters

The types of disclosures that are protected are those where the Discloser has reasonable grounds to suspect that the information disclosed concerns misconduct, or an improper state of affairs or circumstances, in relation to the Company or its related bodies corporate.

An example of conduct that may be the subject of a protected disclosure includes information concerning a contravention of the Corporations Act 2001 (Cth), an offence against any other law of the Commonwealth that is punishable by imprisonment for a period of 12 months or more, or conduct that represents a danger to the public or the financial system.

A disclosure of information by an individual concerning a personal work-related grievance does not qualify for protection (except where the grievance is about a breach of the whistleblowing protections).

In particular, 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 will not qualify where it does not have significant implications for the Company.

Examples are:

  • an interpersonal conflict between the discloser and another employee;
  • a decision relating to the engagement, transfer or promotion of the discloser;
  • a decision relating to the terms and conditions of engagement of the discloser; and
  • a decision to suspend or terminate the engagement of the discloser, or otherwise to discipline the discloser.

 

  1. Who May Make Disclosures About Protected Matters?

Each of the following persons may make a protected disclosure:

  • the Company employees and officers as well as their relatives and dependants;
  • suppliers of goods or services to the Company;
  • employees of suppliers of goods or services to the Company; and
  • the Company related bodies corporate (and their directors/secretaries).

There is no requirement for a Discloser to identify themselves to be protected by Whistleblower Laws. That is, protected disclosures may be made anonymously.

 

  1. Who Can a Protected Matter be Disclosed to?

 In order to be protected by Whistleblower Laws, the disclosure of a Protected Matter must be made to:

  • Australian Securities and Investments Commission (ASIC) or Australian Prudential Regulation Authority (APRA);
  • a legal practitioner for the purposes of obtaining legal advice or representation in relation to Whistleblower Laws;
  • an officer or senior manager of the Company or its related bodies corporate;
  • an auditor or member of an audit team conducting an audit on the Company or its related bodies corporate;
  • an actuary of the Company; and/or
  • the Whistleblowing Officer or Alternate Whistleblowing Officer.

A “senior manager” is a person who:

  • makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the Company; or
  • has the capacity to significantly affect the Company financial standing.

 

  1. Disclosures to Politicians and Journalists

A disclosure of a Protected Matter to a journalist or member of State or Federal Parliament will be protected by Whistleblower Laws only if it qualifies for the public interest requirements or emergency requirements outlined below.

 

6.1          Public interest disclosures

A disclosure of Protected Matters to a member of State or Federal Parliament or journalist will be protected by Whistleblower Laws if all of the following requirements are satisfied:

  • the Discloser has previously made a disclosure of the information pursuant to this policy;
  • at least 90 days have passed since the previous disclosure was made;
  • the Discloser does not have reasonable grounds to believe that action is being or has been taken to address the previous disclosure;
  • the Discloser has reasonable grounds to believe that making a further disclosure of the information to a member of Parliament or journalist would be in the public interest;
  • the Discloser has given the Company written notification that identifies the previous disclosure and states that the Discloser intends to make a public interest disclosure; and
  • the extent of information disclosed is no greater than is necessary to inform the journalist or member of Parliament of the relevant misconduct or improper state of affairs.

 

6.2          Emergency disclosures

A disclosure of Protected Matters to a journalist or member of State or Federal Parliament will be protected by Whistleblower Laws if all of the following requirements are satisfied:

  • the Discloser has previously made a disclosure of the information pursuant to this policy;
  • the Discloser has reasonable grounds to believe that the information concerns a substantial and imminent danger to the health or safety of one or more persons or to the natural environment;
  • the Discloser has given the Company written notification that identifies the previous disclosure and states that the Discloser intends to make an emergency disclosure; and
  • the extent of information disclosed is no greater than is necessary to inform the journalist or member of Parliament of the substantial and imminent danger.

 

  1. Confidentiality

Where a disclosure is protected by Whistleblower Laws, the Laws prohibit persons from disclosing the identity of a Discloser or disclosing information that is likely to lead to the identification of the Discloser.

Persons may only disclose the identity of a Discloser with the Discloser’s consent or to ASIC, APRA, the AFP or a legal practitioner for the purposes of obtaining legal advice about the Whistleblower Laws.

Persons may also disclose the existence of the Protected Matters (without disclosing the identity of the Discloser) to the extent necessary for the matters to be investigated, provided all reasonable steps are taken to reduce the risk that the Discloser’s identity can be discovered. These disclosures may include disclosures to:

  • the Managing Director or Deputy Managing Director
  • other managers to make enquires or to conduct investigations or order external investigations as is deemed appropriate; and
  • disclosures to respondents to complaints to ensures that the person/s against whom allegations are made are given the opportunity to respond to any allegations.

Any breach of these confidentiality protections attract significant fines for both individuals and companies.

 

  1. Victimisation Prohibited

 Whistleblower Laws prohibit any person or company from:

  • engaging in any conduct that causes detriment to any person because that person (or another person) made a disclosure about a Protected Matter pursuant to Whistleblower Laws; or
  • carrying out any threats to cause detriment to any person (whether express or implied threats) because that person (or another person) made a disclosure about a Protected Matter pursuant to Whistleblower Laws.

Where a person or company engages in breaches of these protections, significant fines apply and persons who are adversely affected may obtain compensation orders from a Court in relation to any detriment caused.

Persons who have their contracts terminated in contravention of these protections may also have their contracts reinstated by a Court.

 

  1. Reporting and Investigating Protected Matters

Persons may disclose Protected Matters by either of the following steps:

  • Submit a written complaint or report and any relevant documentation on any Protected Matters to the person identified in Section 5 of this policy who is the Discloser’s relevant manager or the Company The manager or contact will report the concerns to the Whistleblowing Officer/Alternate Whistleblowing Officer.
  • If a Discloser has a concern with Step 1 (for example the Discloser reasonably believes that the manager is involved in the Protected Matters or the Discloser does not feel comfortable reporting it to their manager for any other reason), then the Discloser may submit a report directly to the Whistleblowing Officer.

 

9.1          Investigations

The Company will investigate all disclosures made by a person under this policy, as is appropriate, as soon as reasonably practicable after the disclosure has been made. A Whistleblowing Officer may, with the consent of the whistleblower, appoint a person/(s) to assist in the investigation of a disclosure.

The investigation will be conducted independently of any person who is the subject of the disclosure. Where appropriate, such persons will be informed of the allegations and provided with the opportunity to respond.

While the particulars of the investigation process will be determined by the nature and substance of the disclosure, if the disclosure is not anonymous, a Whistleblowing Officer or investigator will contact the whistleblower as soon as practicable upon receipt of the disclosure, to discuss the investigation process.

Where appropriate, the Company will provide feedback to the whistleblower regarding the progress and/or outcome of the investigation.

Where an anonymous report is submitted, the Company will conduct the investigation based on the information provided.

Any findings of the investigation related to criminal activity will be reported to the police and/or regulators.

The Whistleblowing Officer will investigate the relevant matters in line with the confidentiality obligations outlined in Section 7 of this policy.

The Whistleblowing Officer may alternatively:

  • appoint an appropriately qualified and impartial person or entity to investigate the relevant matters; or
  • refer Protected Matters directly to ASIC, APRA or the Australian Federal Police.

 

  1. Supporting Whistleblowers, Providing Fair Treatment and Protection from Detriment

The Company intends to support Disclosers making disclosures about Protected Matters and to put in place procedures to promote fair treatment of Disclosers and protect them from detriment. This can be achieved by:

  1. Providing access to EAP counselling services to all Disclosers.
  2. Investigating all complaints in accordance with the procedures outlined in this policy.
  3. Implementing investigation processes that are procedurally fair to both Disclosers and respondents to allegations.
  4. In circumstances where a Discloser consents, having an appropriate senior manager monitor the Discloser’s treatment in the workplace for relevant periods to ensure no victimisation takes place.
  5. Communicating this policy to the Company employees and officers.
  6. Taking appropriate disciplinary action against any employees or contractors that breach the victimisation or confidentiality provisions of the Whistleblower Laws.

 

  1. Access to this Policy

This policy will be made available to all Company employees and officers by the following means:

  • The policy will be published on The Bridge (intranet).
  • On implementation, the policy will be communicated to all employees and officers by email.
  • The policy will communicated to new employees as part of their Induction.

This policy will be made available to the public via a link on our Company website.

 

  1. Breaches of this Policy

All employees and contractors of the Company are required to comply with this policy at all times as well as with Whistleblower Laws.

Non-compliance with this policy or Whistleblower Laws may result in disciplinary action up to and including termination of employment or termination of a contractor’s services.

Breaches of this Policy will be handled following the Company’s:

  • For Employees: Disciplinary/Termination Process, which is contained in the Employee Handbook.
  • For Contractors: Duties & Obligations, Confidentiality & Termination clauses contained within the Consultancy Agreement.

 

Where to go for more Information

  • Your General Manager / Commercial Director
  • Whistleblowing Officer / Alternate Whistleblowing Officer
  • Conflicts of Interest Policy
  • Employee Handbook – available on The Bridge (intranet)
  • Australian Securities & Investments Commission: asic.gov.au

 

OFFICE USE ONLY:
Document: Whistleblower Protection Policy
Next Review Date: December 2020
Issue Number: 1
Authorised by: Barry Misiurak, Managing Director