Wesfarmers Industrial & Safety (“WIS”), a division of the Wesfarmers Limited group of companies, is committed to the highest standards of conduct and ethical behaviour in all of its business activities, and to promoting and supporting a culture of honest and ethical behaviour, corporate compliance and good corporate governance. This Policy applies to WIS and each WIS business unit.
WIS encourages the reporting of any instances of suspected unethical, illegal, fraudulent or undesirable conduct involving WIS businesses and provides protections and measures so that those persons who make a report may do so confidentially and without fear of intimidation, disadvantage or reprisal.
This policy will be made available to WIS officers and employees via the intranet and extranet and in such other ways as will ensure the policy is available to WIS employees and other persons wishing to use it.
2. POLICY APPLICATION
This policy applies to all directors and employees of WIS and external whistleblowers, including suppliers and their employees and relatives.
In addition to the protections under this policy:
- the Corporations Act 2001 (Cth) (Corporations Act) provides specific protections to whistleblowers who disclose information concerning misconduct or an improper state of affairs or circumstances in relation to WIS (see Annexure A). This may include a breach of legislation including the Corporations Act, an offence against the Commonwealth punishable by imprisonment for 12 months or more, or conduct that represents a danger to the public or financial system; and
- the Taxation Administration Act 1953 (Cth) (Taxation Administration Act) provides specific protections to whistleblowers on tax related matters (see Annexure B).
3. WHAT IS REPORTABLE CONDUCT?
You may make a report under this policy if you have reasonable grounds to suspect that a WIS director, officer, employee, contractor, supplier, tenderer or other person who has business dealings with WIS has engaged in conduct ("Reportable Conduct") which:
(a) is dishonest, fraudulent or corrupt, including bribery or other activity in breach of the WIS Anti-bribery Policy;
(b) is illegal activity (such as theft, violence, harassment or intimidation, criminal damage to property, breach of competition and consumer law, breach of privacy law or other breaches of state or federal law);
(c) is unethical or in breach of WIS’ policies (such as dishonestly altering company records or data, adopting questionable accounting practices or willfully breaching Wesfarmers’ Code of Conduct or other policies or procedures);
(d) is potentially damaging to WIS, a WIS employee or a third party, such as unsafe work practices, environmental damage, health risks or abuse of WIS’ property or resources;
(e) amounts to an abuse of authority or a conflict of interest;
(f) may cause financial loss to Wesfarmers or WIS or damage its reputation or be otherwise detrimental to the interests of Wesfarmers or WIS;
(g) involves harassment, discrimination, victimisation or bullying, other than personal work-related grievances as defined in the Corporations Actor
(h) involves any other kind of misconduct or an improper state of affairs or circumstances.
Reportable Conduct generally does not include personal work-related grievances. These are grievances which relate to a current or former employee’s employment or engagement that have implications for only that person and do not have broader implications for WIS or the Wesfarmers Group.
(a) a conflict between you and another employee;
(b) a decision relating to your promotion or transfer;
(c) a decision relating to the termination of your employment.
Such matters should be raised directly with your manager or through your Human Resources Grievance process.
In limited circumstances, a personal work-related grievance may amount to Reportable Conduct under this policy, such as where the grievance relates to conduct that has been taken against a person because they made a report under this policy. WIS expects that reports made under this policy are made honestly, ethically and on reasonable grounds.
4. WHO CAN I MAKE A REPORT TO?
WIS has several channels for making a report if you become aware of any issue or behaviour which you consider to be Reportable Conduct: A report may be made via the RightCall service, an independent external hotline and reporting service. RightCall reporting options are:
(a) by phone: 1800 177 212 (within Australia) 0800 402 735 (New Zealand) and +61 499 221 005 (International);
(b) by SMS: 0499 221 005 (within Australia);
(c) by email: firstname.lastname@example.org;
(d) web-based access: www.rightcall.com.au/wes;
(e) by post: in an envelope marked “confidential” and addressed to: RightCall Manager GPO Box 24371 Melbourne VIC 3001.
For the purposes of this Policy, to ensure appropriate escalation and timely investigation, we request that reports are made in writing to any one of the WIS Protected Disclosure Officers listed below:
|WIS Managing Director||Tim Bult||Tim.Bult@wisau.com.au|
|WIS GM Finance, Risk, Sustainability and Corporate Affairs||Dan McArtney||Dan.McArtney@wisau.com.au|
|WIS EGM People & Safety||Sam Sheppard||Sam.Sheppard@blackwoods.com.au|
|Wesfarmers Legal Counsel||Shaun Barnett||SBarnett@wesfarmers.com.au|
Reports may also be posted to c/- Level 4, 26 Talavera Road, Macquarie Park, NSW 2113 (marked to the “confidential” attention of one of the ProtectedDisclosureOfficers).
While it is WIS’ preference that you raise reports with the Protected Disclosure Officers, it is important to note that under the Corporations Act, you may also raise the matter with an “officer” or “senior manager” within WIS. These are defined in the Corporations Act as ”a director or a senior manager in the company who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the company, or who has the capacity to affect significantly, the company’s financial standing.”
Under the Corporations Act and the Taxation Administration Act, reports can also be made to Wesfarmers external auditors and actuaries as set out in Annexures A and B. Wesfarmers’ investigation of whistleblower reports.
5. INVESTIGATING A WHISTLEBLOWER REPORT
WIS will investigate matters reported under this policy as soon as practicable after the matter has been reported. A Protected Disclosure Officer may, with your consent, appoint a person to assist in the investigation of a report. Where appropriate, WIS will provide feedback to you regarding progress of the investigation and/or outcome (subject to considerations of the privacy of those against whom allegations are made).
Any investigation will be conducted in an objective and fair manner and otherwise as is reasonable and appropriate having regard to the nature of the Reportable Conduct and the circumstances.
While the particular investigation process and enquiries adopted will be determined by the nature and substance of the report, in general, as soon as practicable upon receipt of the report, if the report is not anonymous, a Protected Disclosure Officer or investigator will contact you to discuss the investigation process including who may be contacted and such other matters as are relevant to the investigation.
Where a report is submitted anonymously, WIS will conduct the investigation based on the information provided to it.
6. PROTECTION OF WHISTLEBLOWERS
WIS is committed to ensuring confidentiality in respect of all matters raised under this policy and that those who make a report are treated fairly and do not suffer detriment.
(a) Protection against detrimental conduct
Detrimental treatment includes dismissal, demotion, harassment, discrimination, disciplinary action, bias, threats or other unfavourable treatment connected with making a report.
If you are subjected to detrimental treatment as a result of making a report under this policy you should:
- inform a Protected Disclosure Officer or senior manager within your business unit immediately;
- raise it in accordance with paragraph 4 of this policy.
(b) Protection of your identity and confidentiality
Subject to compliance with legal requirements, upon receiving a report under this policy, WIS will take reasonable steps to keep your identity confidential and reduce the risk of disclosure in the course of an investigation and will only share your identity as a whistleblower or information likely to reveal your identity if:
- you consent;
- the concern is reported to the Australian Securities and Investments Commission ("ASIC"), the Australian Prudential Regulation Authority ("APRA"), the Tax Commissioner or the Australian Federal Police ("AFP"); or
- the concern is raised with a lawyer for the purpose of obtaining legal advice or representation. Any disclosures of your identity or information likely to reveal your identity will be made on a strictly confidential basis.
(c) Protection of files and records
All files and records created from an investigation will be retained securely.
Unauthorised release of information to someone not involved in the investigation (other than senior managers or directors who need to know to take appropriate action, or for corporate governance purposes) without your consent as a whistleblower may be considered a breach of this policy.
Whistleblowers are assured that a release of information in breach of this policy will be regarded as a serious matter and will be dealt with under WIS'disciplinary procedures.
7. DUTIES OF EMPLOYEES IN RELATION TO REPORTABLE CONDUCT
It is expected that WIS employees who become aware of actual Reportable Conductor suspect, on reasonable grounds, potential cases of Reportable Conduct, will make a report under this policy or under other applicable policies.
8. GROUP REPORTING PROCEDURES
Divisions/business units and Protected Disclosure Officers (as appropriate) will report to the divisional/business unit boards on the number and type of whistleblower incident reports annually, to enable Wesfarmers to address any issues and trends at a divisional/business unit and/or Wesfarmers Group level.
These reports will be made on a ‘no names’ basis, maintaining the confidentiality of matters raised under this policy.
The Audit and Risk Committee will receive copies of all divisional/business unit board whistleblower reports, and whistleblower reports from Protected Disclosure Officers (as appropriate). In addition, serious and/or material Reportable Conduct will be considered by the Protected Disclosure Officers for immediate referral to the Chairman of the Audit and Risk Committee.
9. AMENDMENT OF THIS POLICY
This policy cannot be amended without approval of the WIS Board. It will be reviewed from time to time to ensure that it remains effective and meets best practice standards and the needs of WIS.
Annexure A-Special protections under the Corporations Act
The Corporations Act gives special protection to disclosures about any misconduct or improper state of affairs relating to WIS if the following conditions are satisfied:
1. the whistleblower is or has been:
a. an officer or employee of a WIS company;
b. an individual who supplies goods or services to a WIS company or an employee of a person who supplies goods or services to a WIS company;
c. an individual who is an associate of a WIS company; or a relative, dependent or dependent of the spouse of any individual referred to at (a) to (c) above.
2. the report is made to:
a. a Protected Disclosure Officer;
b. an officer or senior manager of a WIS company concerned;
c. WIS's external auditor (or a member of that audit team)2;
d. an actuary of a Wesfarmers Group company3
f. APRA; or
g. a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to the operation of the whistleblower provisions in the Corporations Act even if the advice is to the effect that the disclosure does not relate to a disclosable matter.
3. the whistleblower has reasonable grounds to suspect that the information being disclosed concerns misconduct, or an improper state of affairs or circumstances in relation to the Wesfarmers Group. This may include a breach of legislation including the Corporations Act, an offence against the Commonwealth punishable by imprisonment for 12 months or more or conduct that represents a danger to the public or financial system.
Examples of conduct which may amount to a breach of the Corporations Act include insider trading, insolvent trading, breach of the continuous disclosure rules, failure to keep accurate financial records, falsification of accounts, failure of a director or other officer of the Group to act with the care and diligence that a reasonable person would exercise, or to act in good faith in the best interests of the corporation, or failure of a director to give notice of any material personal interest in a matter relating to the affairs of the company.
4. The protections given by the Corporations Act when these conditions are met are:
a. the whistleblower is immune from any civil, criminal or administrative legal action (including disciplinary action) for making the disclosure;
b. no contractual or other remedies may be enforced, and no contractual or other right may be exercised, against the whistleblower for making the report;
c. in some circumstances, the reported information is not admissible against the whistleblower in criminal proceedings or in proceedings for the imposition of a penalty;4
d. anyone who causes or threatens to cause detriment to a whistleblower or another person in the belief or suspicion that a report has been made, or may have been made, proposes to or could be made, may be guilty of an offence and may be liable for damages;
f. a whistleblower's identity cannot be disclosed to a Court or tribunal except where considered necessary; and
g. the person receiving the report commits an offence if they disclose the substance of the report or the whistleblower’s identity, without the whistleblower’s consent, to anyone except ASIC, APRA, the AFP or a lawyer for the purpose of obtaining legal advice or representation in relation to the report.
If a report is made, the identity of the discloser must be kept confidential unless one of the following exceptions applies:
(a) the discloser consents to the disclosure of their identity;
(b) disclosure of details that might reveal the discloser's identity is reasonably necessary for the effective investigation of the matter;
(c) the concern is reported to ASIC, APRA or the AFP; or
(d) the concern is raised with a lawyer for the purpose of obtaining legal advice or representation.
Disclosures may be made anonymously and the discloser may choose to remain anonymous and remain protected under the Corporations Act.
A “public interest disclosure” or an “emergency disclosure” may be made to a journalist or a parliamentarian under certain circumstances and qualify for protection. The discloser should seek independent legal advice before making such a disclosure.