WHISTLE BLOWER POLICY

Transcription

1 WHISTLE BLOWER POLICY Brierty Ltd ABN Level 2, 72 Melville Parade WA 6151 Locked Bag 2001, South Perth WA 6951 Telephone (+61) Facsimile info@brierty.com.au

2 CONTENTS 1 Objective... Error! Bookmark not defined. 2 Application Policy What is Corrupt, Unethical Or IllegalConduct Whistleblower Service Provider Procedure Whistleblower Protection Confidentiality Public Availability of Policy... 6 DOCUMENT CONTROL Document ID Document Name Comment Brierty Whistleblower Policy Reviewed / Approved by Board Date Version Description Originator Reviewer Approver 27/01/10 1 Reviewed by Board TBevan Board Board 27/04/10 2 Updated TBevan Board Board 28/06/10 3 Reviewed by Board TBevan Board Board 27/06/11 4 Reviewed by Board TBevan Board Board 30/06/12 5 Reviewed by the Board TBevan Board Board 20/01/14 6 Reviewed by the Board J Sicard Board Board 23/06/14 7 Reviewed by the Board J Sicard Board Board 01PO013 WHISTLEBLOWER POLICY NOV 14 2 OF 6

3 OBJECTIVE 1.1. The Board and management of Brierty Limited ( the Company ) are committed to a culture of corporate compliance and ethical behavior generally and as such are committed to ensuring appropriate procedures are in place to protect whistleblowers A whistleblower protection program is an important element in detecting corrupt, unethical or illegal conduct within an organisation, and as such, it is a necessary element in achieving good corporate governance This Whistleblower Policy (Policy) provides employees, Directors and Contractors of the Company ( Brierty People ) with the means to report to an independent organisation, work-related conduct which they reasonably believe to be corrupt, unethical or illegal This policy has been adopted by the Board of Directors of the Company ( Board ) and will be reviewed annually. APPLICATION 2.1. This Policy applies to Brierty People and also applies to any of the Company s advisers, consultants and sub-contractors working for the Company who, whether anonymously or not, wish to report corrupt, unethical or illegal work-related conduct. ( Whistleblower ) 2.2. This policy can also be applied by customers and suppliers of the Company who may wish to report, anonymously or not, corrupt, unethical or illegal work-related conduct by a Company employee, director or contractor. POLICY 3.1. In accordance with the principles set out in the Code of Business Ethics and Conduct, Brierty People have a responsibility to report any actual or perceived breach of the law or the Code of Conduct Brierty encourages a culture of openness to allow concerns to be raised in an appropriate way without Brierty People feeling that they must gather appropriate proof or that they will be victimised by reprisal in any way Brierty has established procedures for grievance and dispute resolution in the workplace. The majority of grievances and disputes can usually be resolved by discussion between an employee and their Supervisor. More serious matters can be referred to mediation or arbitration in accordance with the established procedure. A copy of the Grievance and Dispute Resolution Procedure is available from the Human Resources Department While there are policies and procedures in place to address workplace grievances, it is recognised that there are occasionally circumstances in which the normal channels are not available or are not appropriate due to the seriousness of the conduct concerned or the position of the person whose conduct is being reported 3.5. This Whistleblower Policy will cover those occasional circumstances by extending another option to Brierty People to report improper activities, and ensuring protection from reprisal for those who avail themselves of this option This Whistleblower Policy has been prepared in accordance with the Company Code of Business Ethics and Conduct and with reference to Australian Standard AS (Whistleblower Protection Programs for Entities), ASX Corporate Governance Council Guidelines and relevant legislation. 01PO013 WHISTLEBLOWER POLICY NOV 14 3 OF 6

4 WHAT IS CORRUPT, UNETHICAL OR ILLEGAL CONDUCT 4.1. A disclosure of corrupt, unethical or illegal conduct is a complaint or allegation about any work-related conduct which, in the honest belief of the Whistleblower: is dishonest, fraudulent or corrupt; is illegal (including theft, drug sale/use, violence or threatened violence and criminal damage against property); is in breach of Commonwealth or State legislation, local authority by-laws (e.g. Corporations Act 2001, Trade Practices Act, Employment legislation); is in breach of the Company s Securities Dealing Policy covering Insider Trading; is indicative of questionable accounting or auditing procedures; is unethical (representing a breach of the Company s Code of Business Ethics and Conduct or generally); constitutes serious and improper conduct; results in or contributes to an unsafe workplace; is a breach of Brierty s internal policies covering such matters as employment, health and safety and the personal use of company assets; constitutes a breach of administrative procedures; constitutes gross mismanagement; constitutes or results in a serious and substantial waste or misuse of Brierty s resources; constitutes a reprisal for disclosing reportable conduct; may cause financial or non-financial loss to Brierty or may otherwise be detrimental to the interests of Brierty. WHISTLEBLOWER SERVICE PROVIDER 5.1. The Company has engaged BDO to act on its behalf to facilitate the reporting of corrupt, unethical or illegal acts by Employees. BDO is an independent third party with trained and experienced personnel equipped to deal with these types of issues and subsequent investigations if required BDO will treat all disclosures in a confidential and sensitive manner. The identity of the person making the disclosure (Whistleblower) will remain confidential and will not be disclosed to the Company unless consent is provided by the Whistleblower. Contact details for BDO are provided below. PROCEDURE 6.1. Where a Whistleblower wishes to report inappropriate work related conduct by a Brierty People in accordance with this Policy, the Whistleblower can report the matter by post, or telephone as follows: Post: BDO Secure, GPO Box 7458 Cloisters Square WA securewa@bdo.com.au National call number (business hours): In making a report under this Policy a Whistleblower should be satisfied that there is reasonable evidence to support their concerns and be able to provide information on all or most of the following: (i) (ii) what/how the misconduct has occurred; and at least some of the people involved in the alleged misconduct; and 01PO013 WHISTLEBLOWER POLICY NOV 14 4 OF 6

5 (iii) when the alleged conduct occurred Once a matter is reported to BDO, the complaint will be confidentially forwarded within 48 hours to the Chairman of the Risk and Compliance Committee (or if this is deemed not appropriate by BDO. as the complaint involves the Chairman of the Risk Committee, the complaint will be forwarded to another of the Non-executive Directors) hereafter referred to as the Committee Chairman All matters reported will be treated seriously and be the subject of a thorough investigation to locate evidence that either substantiates or refutes the claims/allegations made by the Whistleblower The Committee Chairman will determine how best to deal with the complaint and may engage any appropriate internal or external group to conduct any required investigation. The Committee Chairman is also authorised to obtain legal advice and assistance, if required The Committee Chairman will notify the Company s Board of the lodgment of a report under this Policy and report progress of the investigation on a regular basis to the Company's Board of Directors The Committee Chairman is responsible for ensuring procedural fairness in the conduct of the investigation The Committee Chairman or other officer of the Company (as deemed appropriate by the Committee Chairman) will be responsible for providing feedback to the Whistleblower Where a Whistleblower has not authorised BDO to release his/her name to Brierty then the Whistleblower will be able to receive feedback from the Company regarding the complaint via BDO If a Whistleblower chooses to remain anonymous to BDO, there is no means by which feedback can be provided. WHISTLEBLOWER PROTECTION 7.1. This procedure is designed to offer protection to anyone who discloses the type of matters highlighted previously as long as they are made in good faith, in the reasonable belief that a corrupt, unethical or illegal activity has occurred, and to an appropriate person as detailed in this policy If an allegation is made in good faith, and the subsequent investigation confirms that there was no wrongdoing by the Company, the Whistleblower making the allegation will be protected from any form of harassment or reprisal by the Company arising from such allegation If a Whistleblower who has made an allegation suffers less favourable treatment than any other employee because he/she has disclosed a matter of concern under this Policy, then the employee treating the discloser inappropriately may be subject to disciplinary action Inappropriate treatment could include intimidation, harassment, threats, action causing injury, loss or damage, discrimination, disadvantage or adverse treatment in relation to a person's employment, career, profession, trade or business The Chairman of the Board (or another if deemed appropriate by BDO) is responsible for ensuring that the rights of the Whistleblower are protected. To this end, the Chairman of the Board (or person appointed) is authorised to obtain independent financial, legal or other advice, should they deem appropriate. Given the role of this person in safeguarding the interests of the Whistleblower, he/she shall not be involved in the investigation process If, however, a Whistleblower makes malicious, false, slanderous or vexatious allegations, then that conduct itself is considered a serious matter and the person concerned may be subject to legal action and if they are an employee they may be subject to disciplinary action, including termination of employment. 01PO013 WHISTLEBLOWER POLICY NOV 14 5 OF 6

6 7.7. When a disclosure is made to the Company it will not qualify for protection under the Corporations Act 2001 if the Whistleblower commits a criminal offence by doing so or does not disclose his/her identity to the Company and his/her allegation is tainted with bad faith However, under the Corporations Act 2001 the Whistleblower can remain anonymous to the Company and be protected if the complaint is made in good faith, there is a reasonable basis on which to make the complaint, the Whistleblower has raised their concern to the appropriate third party (BDO) and the Whistleblower has provided his/her name to BDO The ability to conduct a full investigation into certain matters may be restricted if the Whistleblower chooses to remain totally anonymous and consequently the Whistleblower will not be afforded the protection available under this Policy or the Corporations Act 2001 (if appropriate). CONFIDENTIALITY The Company encourages its employees to make any disclosures openly, but disclosure may be made overtly or covertly. All disclosures will be dealt with in a confidential manner irrespective of the Whistleblower's desire for anonymity. PUBLIC AVAILABILITY OF POLICY This Policy is made available to all Brierty People currently employed, or upon their induction into the Company. This Code is easily accessible on the Company intranet and published on the website. This Policy shall be made publicly available on the Company s website in a clearly marked corporate governance section. 01PO013 WHISTLEBLOWER POLICY NOV 14 6 OF 6