The Angus Knight Group of companies (the Group) seeks to ensure that it abides by legislation requiring public companies, large proprietary companies, and corporate trustees of APRAregulated superannuation entities to have a whistleblower policy from 1 January 2020. Under this legislation company officers, company auditors, and other senior people within the Group have obligations under the Corporations Act if they receive a report from a whistleblower.
In this policy:
a) Discloser(s) refers to the persons eligible to make a disclosure protected by Whistleblower Laws. These persons are identified in section 7 below.
b) Protected Matters refers to the types of matters outlined at section 4 below, which are protected by Whistleblower Laws and the terms of this policy.
c) Whistleblower Laws refers to the protections contained in Part 9.4AAA of the Corporations Act 2001 and Part IVD of the Taxation Administration Act 1953.
d) Whistleblowing Officer is the Group’s Commercial Manager and Legal Counsel.
This policy applies to all AKG employees, all AKG suppliers, contractors and subcontractors, work
experience students, interns, and volunteers (Workers).
4. Types of disclosures protected by Whistleblower Laws
A disclosure is protected by Whistleblower Laws if:
a) the disclosure relates to Protected Matters.
b) the information is disclosed by a Discloser identified in section 7 below; and
c) the disclosure is made to one of the persons identified in section 8 below or section 10 below (provided the pre-requisites in section 10 have been satisfied).
All of the above 3 conditions must be satisfied for a disclosure to be protected by Whistleblower Laws.
5. Protected Matters
5.1 The types of disclosures which 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 Group or its related bodies corporate (Protected Matters).
5.2 These types of Protected Matters would include concerns that the Group, its related bodies corporate or employees or officers of the Group or its related bodies corporate, have engaged in conduct that:
a) constitutes a contravention of the Corporations Act 2001, the Taxation Administration Act 1953, the ASIC Act, the Superannuation Industry (Supervision) Act 1993, the Banking Act 1959 or any insurance or life insurance statutes.
b) constitutes an offence against a law of the Commonwealth which is punishable by imprisonment for 12 months or more; and/or c) represents a danger to the public or the financial system.
5.3 The misconduct or an improper state of affairs can also be in respect of tax affairs.
5.4 Disclosable matters do not necessarily involve a contravention of a law. For example, ‘misconduct or an improper state of affairs or circumstances’ could involve conduct that, whilst not unlawful, indicates a systemic issue of concern that the relevant regulator should know about to properly perform it s functions.
6. Conduct that is not reportable
6.1 The disclosure of information related to a personal work-related grievance is not generally protected by Whistleblower Laws. A personal work-related grievance relates to information where:
a) the information concerns a grievance in relation to the Discloser’s employment or former employment which has implications for the Discloser personally; and
b) the information does not have significant implications for the Group that do not relate to the Discloser; and
c) the information does not concern conduct or alleged conduct referred to in the three examples cited at sections 5.2 above.
6.2 Examples of personal work-related grievances include interpersonal conflicts between the Discloser and other employees, decisions regarding engaging, transferring or promoting a Discloser and decisions to discipline a Discloser or suspend or terminate the engagement of a Discloser.
6.3 A personal work-related grievance may still qualify for protection if:
a) it includes information about Protected Matters, or the disclosure about a Protected Matter is accompanied by a personal work-related grievance.
b) the Group has:
i. breached laws punishable by imprisonment for a period of 12 months or more.
ii. engaged in conduct that represents a danger to the public; or
iii. the disclosure relates to information regarding conduct beyond the Discloser’s personal circumstances.
iv. the Discloser suffers from or is threatened with detriment for making a disclosure;
v. the Discloser seeks legal advice about the operation of the whistleblower protections under the Corporations Act 2001.
c) Please review the Group’s Grievances and Complaints Handling policy if you are unsure whether a disclosure is protected by this policy.
d) A Discloser must not deliberately engage in false reporting.
7. Who may make disclosures about Protected Mattters
7.1 Each of the following persons may make a protected disclosure:
a) the Group’s employees and officers as well as their relatives and dependants.
b) suppliers of goods or services to the Group.
c) employees of suppliers of goods or services to the Group; and
d) the Group’s related bodies corporate (and their directors/secretaries).
7.2 There is no requirement for a Discloser to identify themselves to be protected by Whistleblower Laws. That is, protected disclosures may be made anonymously. Disclosers can refuse to answer questions that they feel could reveal their identity at any time during the investigation and after.
8. Protecting Anonymity
8.1 Complaints can be made anonymously. When lodged with the Group, a discloser can use a pseudonym or can use a non-personalised email account to disclose the information.
8.2 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:
a) ASIC, APRA, or another Commonwealth body which qualifies for protection under the Whistleblower Laws, such as the ATO.
b) a legal practitioner for the purposes of obtaining legal advice or representation in relation to Whistleblower Laws (such disclosures are protected even if the legal practitioner concludes that a disclosure does not relate to a disclosable matter);
c) an officer or senior manager of the Group or its related bodies corporate –
A “senior manager” is a person who:
i. makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the Group; or
ii. has the capacity to significantly affect the Group financial standing.
d) an auditor or member of an audit team conducting an audit on the Group or its related bodies corporate.
e) an actuary of the Group; and/or
f) the Whistleblowing Officer.
9. How to make a report
9.1 The Group has several channels for making a report if you become aware of any issue or behaviour which you consider to be Reportable Conduct.
9.2 For the purposes of this Policy, to ensure appropriate escalation and timely investigation, we request that reports are made to any one of our Protected Disclosure Officers, listed below:
- Angus Knight Commercial Manager
- Angus Knight Chief People Officer
9.3 Reports may also be posted to the company workplace in Sydney marked to the attention of one of the Whistleblowing Officers.
9.4 In addition, a report may be made via the independent Stopline Service, a free external hotline and reporting service independently monitored by Stopline.
Stopline reporting options are:
By phone: 1300 30 45 50
By email: firstname.lastname@example.org Web-based access: https://angusknight.stoplinereport.com/
By post: The Angus Knight Group, c/o Stopline, Locked Bag 8, Hawthorn, VIC 3122, Australia
By fax: Attention: The Angus Knight Group, c/o Stopline +61 3 9882 4480 App: Search for Stopline in the iTunes App Store or Google Play
9.5 The Stopline operator will provide the details of your disclosure to a Protected Disclosure Officer. Reports may be made anonymously but if you provide your contact details to Stopline, those contact details will only be provided to the Protected Disclosure Officer if you consent.
10. Disclosable matters
10.1 Some examples of some disclosable matters specific to the Group include:
b) Violence or threatened violence.
c) Fraud, money laundering or misappropriation of funds.
d) Offering or accepting a bribe.
e) Failure to comply with, or breach of, legal or regulatory requirements.
f) Engaging in or threatening to engage in detrimental conduct against a person who has made a disclosure or is believed or suspected to have made, or planning to make, a disclosure.
g) conduct that does not involve a contravention of a law, for example a disclosure may include information regarding a significant risk to public safety.
11. Disclosures to politicians and journalists
11.1 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.
11.2 Discloser should contact an independent legal advisor before making a public interest or emergency disclosure.
11.3 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 the following requirements are satisfied:
a) the Discloser has previously made a disclosure of the information pursuant to this policy.
b) at least 90 days have passed since the previous disclosure was made.
c) the Discloser does not have reasonable grounds to believe that action is being or has been taken to address the previous disclosure.
d) 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.
e) the Discloser has given the Group written notification that identifies the previous disclosure and states that the Discloser intends to make a public interest disclosure; and
f) 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.
11.4 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 the following requirements are satisfied:
a) the Discloser has previously made a disclosure of the information pursuant to this policy.
b) 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.
c) the Discloser has given the Group written notification that identifies the previous disclosure and states that the Discloser intends to make an emergency disclosure;
d) 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.
12.1 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.
21.2 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.
12.3 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:
a) the Director, Finance and Strategy, the Chief Executive Officer or the Chairman of the Audit and Compliance Committee.
b) delegates to the People and Culture team or other managers to make inquires or to conduct investigations or order external investigations as is deemed appropriate; and
c) 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.
12.4 Any breach of these confidentiality protections attracts significant fines for both individuals and companies.
12.5 A Discloser may lodge a complaint with the Group in the event confidentiality is breached. A Discloser may also lodge a complaint with ASIC, APRA or the ATO for investigation into a breach of confidentiality.
a) The Group will endeavour to keep the identity of the Discloser (and those referred to in the disclosure) confidential.
13. Immunity for disclosure & others
13.1 Protection for Discloser
a) If a Discloser makes a disclosure protected by Whistleblower Laws, the Discloser cannot be subject to any civil, criminal, or administrative liability for making the disclosure and cannot be subject to any contractual breach or other civil claim on the basis of the disclosure.
b) No contract of employment or contract for services can be terminated on the basis that a protected disclosure constitutes a breach of contract.
c) A Discloser can still quality for protection even if their disclosure turns out to be incorrect.
13.2 Protection for individuals mentioned in a disclosure
a) The Group will ensure those mentioned in a disclosure are treated fairly.
14. Victimisation prohibited
14.1 Whistleblower Laws prohibit any person or company from:
a) 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
b) 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.
14.2 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.
14.3 Persons who have their contracts terminated in contravention of these protections may also have their contracts reinstated by a Court.
14.4 A Discloser, or any other person, can seek compensation and other remedies through the courts if:
a) they suffer loss, damage, or injury because of a disclosure; and
b) the Group failed to take reasonable precautions and exercise due diligence to prevent the detrimental conduct.
15. Detrimental conduct
15.1. A person cannot make a threat to cause detriment to a Discloser (or another person) in relation to a disclosure. Examples of detrimental conduct prohibited by law includes:
a) dismissal of an employee.
b) injury of an employee in his or her employment.
c) alteration of an employee’s position or duties to his or her disadvantage.
d) harassment or intimidation.
e) damage to a person’s property.
f) reputational damage.
15.2. Reasonable administrative action, such as relocating the Discloser, for the purpose of protecting a Discloser is not detrimental conduct. Further, managing a Discloser’s unsatisfactory work performance is not detrimental conduct.
16. Reporting and investigating Protected Matters
Persons may disclose Protected Matters by either of the following steps:
a) Submit a written complaint or report and any relevant documentation on any Protected Matters to the person identified in Section 8.2 of this policy who is the Discloser’s relevant manager, or the Group contact. The manager or contact will report the concerns to the Whistleblowing Officer. If a Discloser wishes to make a complaint outside of business hours, arrangements can be made to accommodate this request.
b) 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.
The Group will refer Protected Matters to its Whistleblowing Officer for investigation to determine whether misconduct or some other improper state of affairs exists. The Whistleblowing Officer will investigate the relevant matters in a manner compliant with the confidentiality obligations outlined in Section 11 of this policy.
The Whistleblowing Officer may alternatively:
a) appoint an appropriately qualified and impartial person or entity to investigate the relevant matters; or
b) refer Protected Matters directly to ASIC, APRA, or the Australian Federal Police.
Whilst every investigation process will differ according to the relevant circumstances, the Whistleblowing Officer will ordinarily ensure that appropriate enquiries are made to determine whether:
a) the allegations are substantiated; and
b) responsive action needs to be taken to address any established misconduct or other improper state of affairs.
17. Handling a disclosure
17.1 The Group will endeavour to keep the Discloser informed during the investigation process.
17.2 The Group will record the investigation findings and communicate those findings – in writing or orally depending on the circumstances of the disclosure – to the Discloser at the earliest opportunity.
17.3 The investigation findings will be reported to the persons to whom the Protected Matter was disclosed.
18. Supporting Whistleblowers, providing fair treatment and protection from detriment
18.1 The Group 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:
a) Investigating all complaints in accordance with the procedures outlined in this policy.
b) Taking appropriate disciplinary action against any employees, contractors or officers that breach the victimisation or confidentiality provisions of the Whistleblower Laws.
18.2 Protection from detriment
The Group will endeavour to provide the following protection to Disclosers including:
a) implementing support services (counselling) for Disclosers.
b) taking action to protect Disclosers for example, allow Disclosers to perform duties from other locations.
18.3 Taking such other steps that may be reasonable and appropriate in the circumstances.
19. Additional information
Disclosers may seek additional information prior to making a disclosure by contacting the Whistleblowing Officer. Alternatively, Disclosers may seek independent legal advice prior making a disclosure.
20. Access to this policy
20.1 This policy will be made available to all the Group employees and officers by the following means:
a) The policy will be uploaded to the Group intranet.
b) On implementation, the policy will be communicated to all employees and officers by way of email.
c) The policy will otherwise be disclosed to employees on commencement of employment.
21. Breaches of this policy
21.2 All employees and contractors of the Group are required to comply with this policy at all times as well as with Whistleblower Laws.
21.2 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.
22.1 This policy may be varied, amended, replaced, or terminated from time to time and at any time at the absolute discretion of the Group.