Corporate Governance

We believe in transparency, every step of the way. Our corporate governance shows you the high standards we hold ourselves to, and how they apply to you as well.

Section 01

Diversity Policy

RXP Services Limited (ACN 146 959 917)

Board Policy 08/11: Diversity
Adopted by the Board on 29 April 2011

(ASX Best Practice Corporate Governance Principles and Recommendations: Recommendation 3.2)

 1. Policy Objectives

1.1 The Company recognises the short and long term benefits that can come from embracing  gender diversity in the workplace.    For the purposes of this policy, diversity includes, but is not limited to, gender, age, ethnicity and cultural background.  These benefits include an increased scrutiny of decision making and strategy from alternative perspectives, an expanded talent base, the likelihood of higher rates of employee retention, greater innovation through the inclusion of different perspectives and a fortified succession program.

1.2 The Board is committed to creating an environment that reaps such benefits.

1.3 The objective of this policy is to ensure that:
1.3.1 (Environment)Employees are encouraged to contribute to the Company to their best of their ability and in line with their unique skills and experiences;
1.3.2 (Remuneration)Employees are remunerated in line with their performance, free of inequity on the basis of gender, age, ethnicity and cultural background;
1.3.3 (Selection)Candidates for positions with the Company are selected on merit and broad-based business needs;
1.3.4 (Development)Employees’ talents are identified and nurtured; and
1.3.5(Accountability) The Company is held accountable for promoting diversity and ensuring the long and short term benefits arising from it are reaped.

1.4 This policy is to be read in conjunction with other governance charters and policies.

1.5 This policy does not impose on the Company, its directors, officers, agents or employees any obligation to engage in, or justification for engaging in, any conduct which is illegal or contrary to any anti-discrimination or equal employment opportunity legislation or laws in any State or Territory or of any overseas jurisdiction.

 2. Policy Environment

2.1 The Company is committed to preventing sexual discrimination and harassment in any form as a means of ensuring that every person involved with the Company has the confidence to offer ideas and perspectives.  To promote such an environment, the Company:
2.1.1 Promulgates this Diversity Policy broadly; and
2.1.2 Integrates diversity considerations into training programs where appropriate.

2.2 At the employee level, each employee and manager contributes to this environment but ultimate responsibility is borne by the CEO.

2.3 Encouraging such an environment at Board level is the responsibility of the Chairman.

Remuneration

2.4 The Company is committed to ensuring that remuneration is driven by performance and overall contribution, and is not influences by gender, age, ethnicity and cultural background.

2.5 At the employee level, remuneration is determined by management and is ultimately the responsibility of the CEO.  Where appropriate, key performance indicators should be implemented and promulgated.

2.6 The method for determining Board remuneration levels are outlined in the Board Charter. At Board level, remuneration is the responsibility of the Remuneration Committee.

Selection

2.7 The Company is committed to attracting and employing the best candidates for vacant positions, irrespective of:
2.7.1 The gender, age, ethnicity and cultural background of the candidate; and
2.7.2  The level of the position within the Company.

2.8 At the employee level, management should consider each application on its merit and proactively ensure that a broad range of applications are considered.  Where external recruiters are used, managers should clearly convey the Company’s commitment to diversity and may request that the external recruiter provide statistics of applicants and short lists by gender.  Ultimately, selection at the employee level is the responsibility of the CEO.

2.9 At Board level, selection is the responsibility of the Nomination Committee and must occur  in accordance with the relevant aspects of the Board Charter.

Development

2.10  The Company is committed to making the best use of people’s talents, and recognises that such talents may require investment to develop. Where appropriate, such investment may be in the form of;
2.10.1 Creating brand-based individual development programs;
2.10.2 Encouraging intra-Company and external networking; and
2.10.3 Identifying and facilitating attendance at internal or external programs and forums.


2.11  At the employee level, learning and development is the responsibility of management and the CEO whilst the Board as a whole is responsible for development at higher levels.

Accountability

2.12 From time to time, the Board will determine measurable objectives for achieving gender diversity, and the Board will assess annually both the objectives and progress in achieving these objectives.

2.13 Given the recent incorporation of the Company, and the acquisitions that the Company has undertaken, the Company will consider the appropriate objectives in terms of gender diversity following integration of the businesses acquired and when it is better able to assess the specific needs of the business.

2.14 The Company will disclose in each Annual Report:
2.14.1 The measurable objectives for achieving gender diversity that have been set by the Board and the progress towards achieving them.
2.14.2 The proportion of women employees in the whole organisation, women in senior executive positions and women in the Board. 

Section 02

Independence and Conflicts of Interest

RXP Services Limited (ACN 146 959 917)

Board Policy 01/11: Independence and Conflicts of Interest
Adopted by the Board on 29 April 2011 

1. Purpose of this Policy

1.1 The Board has adopted this Policy:11.1 to assess the independence of Directors; and
1.1.2 to handle conflicts which may arise for Directors. 

2. Independence Board Policy on ‘Independence’

2.1 Independence is about whether a Director is independent of management and free of outside influences which could materially interfere with the independent an objective judgement of the Director.

2.2 It is noted that the ASX Corporate Governance Principles and Recommendations guidelines provide that generally, an independent Director will:
2.2.1 be a non-executive director;
2.2.2 not be a substantial shareholder of the Company or an officer of or otherwise associated, directly or indirectly, with a substantial shareholder of the Company;
2.2.3 not have, within the last three years, been employed in an executive capacity by the Company or another Group member;
2.2.4 not have, within the last three years, been a principle of a material professional advisor or a material consultant to the company or another group member, or an employee materially associated with the service provided;
2.2.5 not be a material supplier or customer of the Company or other group member, or officer of or otherwise associated directly or indirectly with a material supplier or customer;
2.2.6 not have material contractual relationship with the Company or another group member other than as a director; and
2.2.7 not be a member of management and shall be free of any business or other relationship that could materially interfere with, or could reasonably be perceived to interfere with, the independent exercise of their judgement.

2.3 The Board will have regard to these recommendations in determining the Independence of a particular Director, but the over rising consideration will be whether a Director is independent of management and free of outside influences which could materially interfere with the independent and objective judgement of the Director.

2.4 The Board will periodically assess the Independence of each Director in the light of the interests disclosed by them, and each Director will provide the Board with all relevant information for this purpose.  The Independence of Directors will be disclosed in the annual report.

Independence is Distinct from Conflicts of Interest

2.5 A Director’s independence is different to whether that Director has or could be perceived to have a conflict of interest.  ‘The Board considers that the concepts of ‘independence’ and ‘conflicts’ should be distinguished for the purposed of assessing the independence of a Director.

2.6 Any determination regarding independence does not change a Director’s obligations in relation to addressing conflicts of interest.  The Board’s conflicts policy is set out below. 

3. Conflict of Interest Meaning of Conflict

3.1 In this Policy,Conflict refers to an actual or potential conflict of interest and interest, or of interest and duty, or of duty and duty.  It includes situations covered by the provisions of the Corporations Act relating to ‘material personal interests’ and ‘related party transactions.’3.2 Directors will comply with both the letter and spirit of the law and of this Policy relating to the handling of Conflicts.  When in doubt as to whether a Conflict exists, or might be perceived to exist, Directors will adopt a cautious approach and will assume that there is a Conflict and act accordingly.

Standing Agenda Item

3.3 Conflicts will form a standing item on the agenda of all meeting of the Board, and the Chairman will ask all Directors to declare all Conflicts at the meeting.

Protocol in the Event of a Potential Conflict

3.4 Where a matter on the agenda of a Board meeting is identified before the meeting as involving a Conflict for a Director(s), the Company Secretary will consult with the Chairman, or in the case of a Conflict involving the Chairman, then with another appropriate independent Director, and if appropriate the Director(s) affected by the perceived Conflict will not be sent the papers on that matter and will be informed of the reasons.

3.5 Where a matter discussed at a Board meeting involves a Conflict, the Director affected must disclose full details of the Conflict verbally, and:
3.5.1 the declaration will be incorporated in the minutes of the meeting;
3.5.2 if the other Directors are satisfied that it is a potential Conflict only, the Conflicted Director may remain in the meeting to fully participate in the discussions and voting, unless the Board resolves otherwise;
3.5.3 if the other Directors are satisfied that it is an actual Conflict:
(a) the Conflicted Director must, if required by the Board, provide full written details of the Conflict and other related information as reasonably required;
(b) the Conflicted Director must withdraw from the meeting room while the  matter is discussed, and the minutes noted accordingly;
(c) before withdrawing, the Conflicted director may address the Board or ask or answer any questions in relation to the matter (but it is in the discretion of the Board whether it is appropriate to answer the questions); and
(d) those Directors unaffected by the Conflict (assuming they constitute a quorum) must consider whether the Conflict required other actions to be taken in compliance with the ‘material personal interest’ provisions or the ‘related party transactions’ provisions of the Corporations Act, including whether it may require approval of shareholders, and if necessary will reserve any decision until appropriate advice can be taken on the point.

3.6 Full details of all discussions and resolutions of the Board, in absence of a Conflicted Director, are to be recorded in the minutes of the meeting and if thought desirable in the interests of the Company, that part of the minutes may be withheld from the Conflicted Director. 

Section 03

Risk Management

RXP Services Limited (ACN 146 959 917)

Board Policy 02/11: RiskManagement
Adopted by the Board on 29 April 2011 

1. Purpose of this Policy

1.1 In its governance role, and particularly in exercising its duty of care and diligence, and associated legal duties, the Board is responsible for ensuring that appropriate risk management policies and procedures are in place to protect the assets and undertaking of the company.1.2 This Policy is adopted to ensure fulfilment of those duties and responsibilities. 

2. Policy

General Approach

2.1 Underpinning this policy, the Board adopts an active approach to risk management which recognises that the Company is engaged in activities, which necessarily demand that the Company take certain usual business, entrepreneurial and operational risks.

2.2 Accordingly, and in the interests of the enhanced performance of the Company, the Board embraces a responsible approach to risk management, as a risk-aware Company, and not a risk-averse one. The Board required the CEO to ensure that an approach to managing risk is implemented as part of the day to day operations of the Company, identifying and managing the material risks in the following categories:
2.2.1 core business and strategy risks;
2.2.2 operational and commercial risks;
2.2.3 risks associated with the regulatory environment in which the Company operates;
2.2.4 legal and contractual risks;
2.2.5 financial risks; and
2.2.6 governance risks (includes legal and ASX listing compliance).

2.3 Separate Risk Management Plans for these areas are to be developed with a view to ensuring that, rather than being a complete and stand-alone document, the Company’s risk management plans are part of the day to day business and project decision-making within in the Company.  In particular the Board requires that the CEO link risks to the strategic plan of the organisation.  This process should identify the organisation’s risks appetite and tolerance, identify the links with other business initiatives, i.e, and outsourcing, assure the security of RXP Services Limited’s asset’s and assure the robustness of the business model.

2.4 The Company’s approach to prudent risk management does not require that all risks be identified and eliminated, but that procedures are in place to identify material risks and, where the likelihood and/ or consequences of such a risk occurring so demand, that steps be taken to minimise. Eliminate or transfer that risk.

2.5 Specifically, in managing risk, the Board and Management are to adhere to the following principles;
2.5.1 When considering new strategic or projects, management is to analyse the major risks of those opportunities being secured or being lost, and will consider appropriate strategies for minimising or mitigating those risks where they are identified.
2.5.2 Ensure that the application of risk management practices adds value to the Company.
2.5.3 Ensure that management is aware at all times that they are responsible for maintaining an adequate framework of internal control which supports the management of risk.
2.5.4 The Company will, where thought prudent by the CEO, the Chief Financial Officer, or the Board, take appropriate external advice to determine the best way to manage a particular risk.
2.5.5 Financial risk will be managed by the whole of the Board working closely with the CEO and the Chief Financial Officer, to ensure: - that the financial statements and other financial reporting are rigorously tested prior to submissions for audit; - that the transfer of potentially damaging events to third parties (i.e insurance and other contractual arrangements) where applicable.
2.5.6 The Company’s approach to risk management, and the effectiveness of its implementation, is to be:        - as a minimum in accordance with the Australian and New Zealand Standards AS/NZS 4360:2004, which provides a generic guide for the establishment and implementation of the             risk management process involving the identification, analysis, evaluation, treatment and ongoing monitoring of risks; and        - reviewed formally at least annually by the Board.

2.6 (ASX Best Practice Corporate Governance Principles: Recommendations 4.1 and 7.2) The CEO and the Chief Financial Officer will at least on an annual basis provide written assurances to the Board in writing that:
2.6.1 all assurances given by Management in respect of the integrity of financial statements are founded on sound systems of risk management and internal compliance and control which implements the policies adopted by the Board; and
2.6.2 the Company’s risk management and internal compliance and control system is operating efficiently and effectively in all material respects.  

Section 04

Securities Trading

Securities Trading RXP Services Limited (ACN 146 959 917)
Board Policy 06/11:Securities Trading
Adopted by the Board on 29 April 2011 (ASX Living Rule 12.12 and Guidance Note 27) 

3. Policy Objectives

3.1 Directors and other shareholders are encourages to be long term holders of the Company’s shares.  Care must be taken in the timing of any acquisition or disposal of securities of the Company.
3.2 The objective of this policy is:
3.2.1 to ensure that the Directors and employees do not inadvertently breach the insider trading provision of the Corporations Act 2001 when dealing in securities in the Company (including shares and options); and
3.2.2 to assist in maintaining marker confidence in the trading of the Company’s securities.
 
4. Who Does This Policy Apply To?

People Covered
4.1 This policy applied to all Directors, the Company Secretary, executives and employees of the Company and their associates, and all Key Management Personnel.

4.2 In this policy:
4.2.1 Key Management Personnel has the meaning in Accounting Standard AASB 124 Related Party Disclosure.  As at the date of this policy, it meant all persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company; and
4.2.2 Leadership Team means all Directors, the Company Secretary, and all senior executives(including Key Management Personnel).

4.3 Persons covered by this policy must not trade through any member of their family, or through a trust or company over which they have influence or control, in circumstances where they would have been prohibited from trading in their own name. Securities Covered

4.4 This policy applied to all securities issued by the Company from time to time including ordinary shares, preference shares, debentures, convertible notes, options and derivatives created over the Company’s securities by third parties (such as warrants).

4.5 This policy is not limited to insider trading in the Company’s securities.  It includes trading the securities of other companies, for instance, our customers or suppliers or those with whom the Company may be negotiating major transactions such as an acquisition, investment or sale.  Information that is not material to the Company may nevertheless be material to one of those other companies.

Activities Covered

4.6 This policy applies to:
4.6.1 any proposal to apply for, acquire or dispose of any security or to enter into any agreement to do those things; and
4.6.2 any proposal to procure another person to apply for, acquire or dispose of any security or to enter into any agreement to do those things. These activities are referred to in this policy as Trading.

4.7 A person who ‘incites, induces, or encourages an act or omission by another person’ is taken procure the act omission by other person.

Exclusions

4.8 This policy does not apply to any acquisition of securities as part of a new issue:
4.8.1 where the issue is available pro rat a to all holders of securities of the relevant class;
4.8.2 under a dividend reinvestment plan available to all shareholders; or
4.8.3 under an executive or employee share, option or rights plan.

4.9 The policy will apply however to any subsequent disposals of securities acquired under any of the above. 

5. What is Insider Trading

Insider Trading

5.1 If a person covered by this policy has inside information relating to the Company and they know or ought reasonably to know that it is Inside Information, it is illegal for the person to:
5.1.1 Trade insecurities in the Company;
5.1.2 advise, procure or encourage another person (for example, a family member, a friend, a family company or trust) to Trade the Company’s securities; or
5.1.3 pass on information to any other person, if you know or ought to reasonably know that the person may use the information to Trade (or procure another person to Trade) the Company’s securities.

Inside Information

5.2 Inside information is information which is not generally available to the marker and,if it were generally available to the marker, would be likely to:
5.2.1 have a material effect on the price or value of any company’s securities (not just the Company’s securities); or
5.2.2 influence persons who commonly invest in securities in deciding whether or not to buy or sell the Company’s securities.

5.3 Information is generally available if:
5.3.1 It consists of readily observable matter;
5.3.2 It has been made known in a manner likely to bring information to the attention of people who commonly invest in securities of a kind whose price or value might be affected by the information, and since it was made knows, a reasonable period for it to be disseminated among such persons has elapsed;
5.3.3 It is derived from information which has been made public; or
5.3.4 It is consists of observations, deductions, conclusions or inferences made or drawn from the other generally available information.

5.4 It does not matter how or where you obtain inside information – it does not have to be from the Company or about the Company to constitute inside information.  For example, knowledge about another person’s intentions in relation to the Company( eg their intention to buy or sell shares in the Company) may constitute inside information.

Examples of Inside Information

5.5 Inside Information could include:
5.5.1 Historical financial information contained in management accounts;
5.5.2 Current or prospective sales figures, revenue figures or earnings generally;
5.5.3 Operational performance of the Company or in any individual marker;
5.5.4 Proposed corporate or strategic actions such as the declaration or payment of dividends,new share issues, new or additional bank facilities major acquisitions or disposals or major contracts; and
5.5.5 Changes or proposed changes to senior executive positions or at Board level.

Penalties for Non-Compliance 

5.6 Insider trading is a criminal offence punishable by a fine or possible imprisonment.  As at the date of this policy, the penalties include a fine of up to $220,000 fora person (or up to $1,100,000 for a body corporate) per offence or a jail term of up to 5 years, or both.

5.7 In addition, the insider trader and any other person involved in the contravention may be liable to compensate third parties for any resulting loss.

5.8 Non-compliances will be treated seriously by the Company and breaches of this policy, whether or not they result in a breach of the law, may result in disciplinary action including dismissal. 

6. Policy

Trading When in Possession of Inside Information

6.1 No person to whom this policy applies may Trade in any security at any time if they have Inside Information.

Trading Windows

6.2 A person covered by this policy may Trade in securities:
6.2.1 In the 6 week period after:
(a) the release to ASX of the half-yearly and annual results; or
(b) the end of the AGM; and
6.2.2 at any time the Company has a prospectus open, but only if:
6.2.3 they have no Inside Information; and
6.2.4 the Trading is not for short term or speculative gain; and
6.2.5 in the case of Leadership Team members, the Trade does not occur earlier than 9.00am on the second business day after they have notified the Company Secretary in writing of their intention to Trade.

6.3 All other periods are closed periods during which a person covered by this policy may not Trade unless approval has been granted in accordance with this policy.

Permitted Trading During Closed Periods

6.4 A person covered by this policy may Trade in securities during closed periods only if:
6.4.1 They are personally satisfied that they are not in possession of inside information;
6.4.2 In the case of the Leadership Team members – they have obtained the approval of the Chair manor in the case of any proposed trade by the Chairman, of another non-executive Director nominated by the Board for the purpose; and
6.4.3 In the case of others – they have obtained the approval of the Company Secretary.

6.5 Approval will be given for such trading only if the approving person is satisfied that the transaction would not be:
6.5.1 contrary to law;
6.5.2 for speculative gain;
6.5.3 to take advantage of inside knowledge; or
6.5.4 seen by the public, press, other shareholders or ASX as unfair.

6.6 Approval to trade may be given, for example:
6.6.1 In any circumstances which the approving person considers to be exceptional, which may include cases of hardship where it can be shown that securities are to be sold to realise cash in time of need; or
6.6.2 where securities are transferred from one member of a family or trust to another when to delay the transaction to the next permitted period would be detrimental to the family’s affairs.

6.7 Approval will only be given under exceptional circumstances where trading would occur in the period between 30 June and the announcement to ASX of final results for the year and between 31 December and the announcement to ASX of the interim results for the half-year.

6.8 If approval is given, the trade must be completed by 5.00pm Melbourne time on the second business day after the approval is given. Procedure for Obtaining Approval

6.9 Any requests for approval under this policy must be made in writing and addressed to the relevant approving person.  Where approval is to be gained, it must be gained in writing by the approving person.

Disclosure to the Company

6.10 Regardless of whether or not Trading occurs within a trading window, Leadership Team members must, no later than midday Melbourne time on the next business day after each Trade, give the Company Secretary a certificate signed by the person containing:
6.10.1 details of the completed Trade; and
6.10.2  statements that:(a) before the Trade, the person had read this policy and had made careful enquiry in relation to whether the person was in possession of inside information;(b) at the time of the Trade the person was satisfied that the person was not in possession of Inside Information; and(c) the Trade was not for short term or speculative gain.

6.11 The Company Secretary must maintain a register of securities transactions for the purposes of this policy.

6.12 The Company must comply with its obligations to notify ASX in writing of any changes in the holdings of securities or interest in securities by Directors.

Large Dealings

6.13 Persons to whom this policy applies must not sell more than 2% of the total issued share capital worth of securities in any 6 month period without obtaining approval from the Chairman (or in the case of a proposed sale by the Chairman), from the Board, as to the form and timing of the sale and the management of its public disclosure.

Release to ASX

6.14 If and when required to do so under the listing Rules, the Company will give a copy of this policy to the ASX for release to the marker, including when:
6.14.1 The Company makes a material change to its trading policy; and
6.14.2 The ASX requests the Company to do so.

Further Queries

6.15 If any person who is covered by this policy has any queries in respect of the policy, they should contact the Company Secretary to discuss their query.  

Section 05

Whistleblower Policy

1.    OBJECTIVE

The objective of this policy is to encourage reporting of wrongdoing that is of legitimate concern by providing a convenient and safe reporting mechanism, and protection for people who make disclosures regarding wrongdoing. 

2.    SCOPE

This Policy applies to all directors and personnel including executives, managers, staff, contractors, consultants, volunteers and interns within RXP Services Limited(“Company”, “our”, “us” or “we”), including those who are no longer employed or have a relationship with us.


3.    POLICY STATEMENT

The Company is committed to the highest standards of legal, ethical and moral behaviour.People who have a working relationship with the Company are often the first to realise that there may be something seriously wrong. However, they may not wish to speak up for fear of appearing disloyal or may be concerned about being victimised or subject to reprisals for reporting wrongdoing. No person should be personally disadvantaged for reporting wrongdoing. Not only is it illegal, but it directly opposes our values. We are committed to maintaining an environment where legitimate concerns are able to be reported without fear of retaliatory action or retribution.

When a person makes a disclosure:
•       Their identity must remain confidential according to their wishes, subject to criminal and civil penalties;
•       They will be protected from reprisal, discrimination, harassment or victimisation for making the disclosure;
•       An independent internal inquiry or investigation will be conducted;
•       Issues identified from the inquiry/investigation will be resolved and/or rectified;
•       They will be informed about the outcome; and
•       Any retaliation for having made the disclosure will be treated as serious wrongdoing under this Policy, and may be referred to the relevant authority.


4.    DEFINITIONS

Terms used in this Policy are: 

Whistleblowing: Disclosure by (or for) an individual who reasonably suspects wrongdoing
Whistleblower: A person who report wrongdoing in accordance with this policy
Wrongdoing - Includes conduct that:

•       Breaches legislation regulations or local government by-laws or is otherwise illegal (including corporations law, theft, drug sale/use, violence or threatened violence or criminal damage against property);
•       Is corrupt or an abuse of public trust or position as a public official;
•       Is dishonest or fraudulent
•       Perverts the course of justice
•       Unreasonably endangers health and safety or the environment;
•       Is maladministration (e.g. unjust, based on improper motives, is unreasonable, oppressive or negligent);
•       Is serious or substancial waste (including public money or public property);
•       Is gross mismanagement or repeated breaches of administrative procedures;
•       Has financial or non-financial loss detrimental to the interests of the company;
•       Is an unethical breach of the Code of Conduct: and/or
•       Is a serious improper misconduct that could give reasonable grounds for disciplinary action


5.    RESPONSIBILITIES

5.1  Whistleblowers 

Protection is available to Whistleblowers who make a disclosure with reasonable grounds to suspect Wrongdoing has occurred. 

Protection is not available where the disclosure is:
•       Trivial or vexatious in nature with no substance. This will be treated in the same manner as a false report and may itself constitute wrongdoing;
•       Unsubstantiated allegations which are found to have been made maliciously, or knowingly to be false. These will be viewed seriously and may be subject to disciplinary action that could include dismissal, termination of service or cessation of a service or client relationship. 

A Whistleblower must provide information to assist any inquiry/investigation of the Wrongdoing disclosed. 

Making a disclosure may not protect the Whistleblower from the consequences flowing from involvement in the wrongdoing itself. A person’s liability for their own conduct is not affected by their report of that conduct under this policy. However, active cooperation in the investigation, an admission and remorse may be taken into account when considering disciplinary or other action. 

Even though a Whistleblower may be implicated in the Wrongdoing, they must not be subjected to any actual or threatened retaliatory action or victimisation in reprisal for making a report under this policy or being perceived to make a report under this policy.

5.2  Whistleblower Protection Officer 

The Whistleblower Protection Officer:
•       Is an officer, senior manager or employee appointed to support and provide protection to the Whistleblower according to this policy.
•       Must have a direct reporting line to the Group Executive of People and Culture, from an area of the organisation that is independent of line management in the area that is the subject of the report of Wrongdoing.
•       Will provide mentoring, and other support deemed necessary by the Whistleblower Protection Officer.
•       Is responsible for keeping the Whistleblower informed of the progress and outcomes of the inquiry/investigation subject to considerations of privacy of those against whom a disclosure has been made.

5.3  Whistleblower Governance Officers 

A Whistleblower Governance Officer is a person named in Appendix 1 of this policy and is responsible for receiving whistleblower disclosures of wrongdoing and having oversight of the resolution. 

Whistleblower Governance Officers must (after a reasonable preliminary inquiry):
•       Appoint a Whistleblower Protection Officer to provide support to the Whistleblower;
•       Notify the Protected Disclosures Coordinator of disclosure allegations;
•       Be satisfied that each disclosure of wrongdoing they received was appropriately inquired into or investigated;
•       Be satisfied that action taken in response to the inquiry/investigation is appropriate to the circumstances; and
•       Provide governance oversight over any inquiry/investigation into retaliatory action taken against the Whistleblower. Whistleblower GovernanceOfficers are also responsible for:
•       Arranging for an inquiry/investigation into disclosures made by Whistleblowers;
•       Notifying the appropriate government agencies about Whistleblower events where required; and
•       Maintaining a Whistleblower Register for trend analysis and to identify systemic issues requiring attention. 

Alternative outlets are available if the disclosure contains allegations against any Company Executive or where the Whistleblower has a reasonable belief that theWhistleblower Governance Officers are not sufficiently independent.

5.4  Protected Disclosures Coordinator

The Protected Disclosures Coordinator receives particulars about all whistleblower events and performs the following functions:
•       Arranges for an inquiry/investigation into the disclosures made by the Whistleblower
•       Notifies appropriate government agencies aboutWhistleblower events where required
•       Maintains a Whistleblower Register for trend analysis and to identify systemic issues requiring attention 

The Protected Disclosures Coordinator is the Group Executive of People and Culture and is named in Appendix 1.

5.5  Investigator 

The Investigator is appointed by the Protected DisclosuresCoordinator/Whistleblower Governance Officer and may be internal or external to the Company. 

The Investigator must have internal independence of line management in the area affected by the wrongdoing disclosure. The internal investigator may be the General ManagerEnterprise Risk & Assurance or a member of Enterprise Risk &Assurance, or others as appropriate. 

The Investigator conducts sufficient inquiry to be able to determine conclusions about the disclosures made, including whether or not an investigation is warranted. The investigator must provide a report of
 every inquiry/investigation to the Whistleblower Governance Officer and the Protected Disclosures Coordinator. 
The Investigator may second the expertise of other officers in the Company to assist in the investigation and may seek the advice of internal or external experts as required. 

The Investigator is responsible for ensuring the proper conduct of the investigation and for keeping the Whistleblower Governance Officer, the WhistleblowerProtection Officer and the Protected Disclosure Coordinator informed of progress.


 5.6 Managers 

All managers who receive a disclosure about wrongdoing must notify the Whistleblower Governance Officer or the Protected Disclosures Coordinator and provide particulars and maintain confidentiality about it.


6 POLICY APPLICATION

6.1 Reporting a Disclosure

Normal channels of reporting are favoured. 

6.1.1 Internal Whistleblowers
(Includes directors, employees, volunteers, interns, contractors or consultants (incl. past and present)) 

Sometimes, suspicion of wrongdoing may arise from a misunderstanding or a matter where communication is restrained by confidentiality requirements or other legitimate reasons. Accordingly, internal Whistleblowers are encouraged to:
(a)        First, check with their supervisor or their supervisors’ manager to seek an immediate response; and
(b)       Where the internal Whistleblower believes this is not appropriate, utilise the alternative reporting mechanism set out below. 

6.1.2 External Whistleblowers
(Other people with a relationship with the Company – e.g. clients & suppliers) 

Where an external Whistleblower is reluctant to report it to line management for fear of retribution, they can report their concerns to a higher level of management than the person in the Company that they ordinarily deal with. There may be a simple explanation that they had not considered. Where this is not appropriate, an alternative reporting mechanism is available.

i. Alternative Reporting
Alternative reporting to normal channels is available where:
(a)  The normal reporting channel is considered inappropriate to the circumstances; and
(b)  Company line management was notified but failed to deal with it; or
(c)  The person or organisation disclosing wrongdoing is concerned about possible retaliation or victimisation. 

In any of these circumstances, an internal Whistleblower (director, employees, volunteer or contractor) may provide the report of wrongdoing directly to:
•     A Whistleblower Governance Officer;
•      ASIC/APRA or other such prescribed Commonwealth body; or
•     WorkSafe or the EPA. 

External Whistleblowers (people or organisations with a relationship with Company) may provide the report of wrongdoing to:
•    ASIC/APRA or other such prescribed Commonwealth body; or
•   WorkSafe or the EPA.

i.i Other Complaint Mechanisms
This policy is in addition to:
•      Code of Conduct: Appropriate Performance and Conduct for employees, which is for all staff to raise any matters they may have in relation to their work or their work environment, other persons, or decisions affecting their employment. This policy does not replace other reporting structures such as those for dispute resolution, discrimination, victimisation or matters relating to workplace bullying or harassment.
•      Standard complaint mechanisms for clients or volunteers
•      Any exercising of rights under the terms of their contract by contractors and suppliers 

An exception to this is where the issue is wrongdoing of a serious nature, yet the existing reporting system failed to attend to the issue or has processed it in a substantially inappropriate, grossly unfair or heavily biased manner. 

iii. Anonymous Reporting
Anonymous reports of wrongdoing are accepted under this policy. However, anonymous reports have significant limitations that inhibit a proper and appropriate inquiry or investigation. These limitations include the inability to provide feedback on the outcome and/or to gather additional particulars to assist the inquiry/investigation. Specific protection mechanisms cannot be provided. A Whistleblower Protection Officer will not be appointed. 

Where the Whistleblower discloses their identity to the Protected Disclosures Coordinator/ Whistleblower Governance Officer but still wishes to remain anonymous, the Protected Disclosures Coordinator / Whistleblower Governance Officer must not disclose either the Whistleblower’s:
•               Identity; or
•               Information which could lead to their identity being discovered. 

If Protected Disclosures Coordinator/Whistleblower Governance Officer or any other individual aware of the Whistleblower’s identity discloses the above information, they may face criminal charges and risk civil penalties unless such disclosure was authorised by law.

6.2  Protection 

Not all disclosures of Wrongdoing are protected at law. To meet the Company’s philosophy of accepting tip-offs from anyone, we have adopted the principle of providing protection to people or organisations with a relationship with the Company:
•      At least to the extent of protection at law; and
•      Beyond legal protection wherever it is practical, reasonable and appropriate in the circumstances.

  A brief summary of the relevant legislation, including relevant protections forWhistleblowers, can be found in Appendix2.

6.3  Confidentiality 

Generally, the Company will not disclose a whistleblower’s identity unless:
A) It is necessary to further an investigation and the Whistleblower consents to the disclosure, and/or
B)  The disclosure is required or authorised by law. 

When a report is investigated, it may be necessary to reveal its substance to people such as other Company personnel, external persons involved in the investigation process and, in appropriate circumstances, law enforcement agencies, or other relevant prescribed body.

It will be necessary to disclose the facts and substance of a report to a person who maybe the subject of the report, as it is essential for natural justice to prevail. Although confidentiality is maintained, and the whistleblower’s identity will not be disclosed, in some circumstances, the source of the reported issue may be obvious to a person who is the subject of a report. 

The Company will take reasonable precautions to store any records relating to a report of wrongdoing securely and to restrict access to authorised persons only. 

Unauthorised disclosure of information relating to a disclosure that could prejudice confidentiality and identify a Whistleblower will be regarded seriously and may result in disciplinary action, which may include dismissal. In some circumstances, it may be illegal, in which case the Company will notify Police or other relevant prescribed body.

6.4 Victimisation and Retaliation 

The Company is committed to protecting and respecting the rights of Whistleblowers who report wrongdoing. We will not tolerate any retaliatory action or threats of retaliatory action against a Whistleblower or against a Whistleblower’s colleagues, employer (if a contractor, consultant or supplier) or relatives. 

For example, an employee who is a Whistleblower must not be disadvantaged or victimised for having made or being perceived to have made, a report by:
•       Dismissing the employee;
•       Injuring the employee in their employment;
•       Altering the employee's position to their detriment;
•       Discriminating between the employee and other employees of the same employer;
•       Harassing or intimidating the employee;
•       Harming or injuring the employee, including psychological harm;
•       Damaging the employee’s property;
•       Damaging the employee’s reputation; or
•       Making threats to do any of the above. 

Any such retaliatory action or victimisation in reprisal for a disclosure made under this policy will be treated as serious misconduct and will result in disciplinary action, which may include dismissal. Further, retaliatory action or victimisation may be illegal, which may result in a civil penalty for the retaliator/victimiser, and in certain circumstances will require the Company to notify the Police.

6.5 Investigation
 
All reports of alleged or suspected wrongdoing made under this policy to a Whistleblower Governance Officer will be properly assessed, and if appropriate, inquired into or independently investigated - with an objective of gathering evidence relating to the claims made by theWhistleblower. That evidence may substantiate or refute the claims made. 

Investigations must be conducted in a fair and independent manner.

6.7 Disclosure Management 

The Company recognises that individuals against whom a report is made must also be supported during the handling and investigation of the wrongdoing report. We will take reasonable steps to treat fairly any person who is the subject of a report, particularly during the assessment and investigation process in accordance with an established standards which may be extended to include appointing an independent Whistleblower Protection Officer in the Company to provide support. 

Where a person is identified as being suspected of possible wrongdoing, but preliminary inquiries determined that the suspicion is baseless or unfounded and that no formal investigation is warranted, then the Whistleblower will be informed of this outcome and the matter laid to rest. 

The Whistleblowing Governance Officer will decide whether or not the person named in the allegation should be informed that suspicion of wrongdoing was raised and found to be baseless upon preliminary review. This decision will be based on a desire to preserve the integrity of a person so named, so as to enable workplace harmony to continue unfettered and to protect the Whistleblower where it is a bona fide disclosure. 

Where an investigation does not substantiate the disclosure, the fact that the investigation has been carried out, the results of the investigation and the identity of the person who is the subject of the report must be handled confidentially. 

Generally, where an investigation is conducted, and the investigator believes there may be a case for an individual to respond, the Investigator must, to the extent allowed under the relevant legislation, ensure that a person who is the subject of a disclosure: 
a) Is informed of the substance of the allegations;
b) Is given a fair and reasonable opportunity to answer the allegations before the investigation is finalised;
c)  Has their response set out fairly in the Investigator’s report; and
d) Is informed about the substance of any adverse conclusions in the investigator’s report that affects them. 

Where adverse conclusions are made in an investigator’s report about an individual, that individual has a right to respond to those conclusions prior to any action being taken by the Company against them. 

The Company will provide reasonable and appropriate support to a person who is the subject of a report where the allegations contained in the report are clearly wrong.

7 WHISTLEBLOWER LEGISLATION

Any obligations or requirements of the Company, Whistleblower or relevant third party not set out in this Policy, will be performed in accordance with the relevant whistleblower legislation. 

Further, where there is a discrepancy between the processes set out in this Policy and the relevant legislation, the relevant legislation will apply to the extent of such discrepancy. 

8 FAILURE TO COMPLY

Any breach of this Policy may result in disciplinary action from the Company, up to and including dismissal.

Section 06

Privacy Policy

Section 07

Modern Slavery

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