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Norinchukin Australia Pty Limited Logo

Whistleblower Policy

Definitions

The Company
Norinchukin Australia Pty Limited
The Policy
This Whistleblower Policy
The board
The board of The Company
MD
Managing Director of The Company
SM
Senior Manager of The Company
PGA
Planning and General Affairs Department
OP
Operations Department
Independent whistleblowing
service provider
Eligible Recipient outside The Company
Whistleblower Investigation Officer
(WIO)
SM of PGA
Whistleblower Protection Officer
(WPO)
SM of OP

1. Purpose of The Whistleblower Policy

The Company is committed to complying with all relevant laws and regulations and conducting its business operations in an honest and fair manner in response to society's expectation and trust. The Policy details how an individual must report suspected unethical or unlawful behaviour (Whistleblower reports) and how to do so in a safe and secure manner and with confidence that they will be protected and supported by The Company.

2. Roles and responsibility

The board

The board is ultimately responsible for ensuring that The Company has an appropriate risk management framework to identify and manage risks.

The board is also responsible for determining the following in relation to the investigation of a Whistleblower report:

  • The nature and scope of the investigation;
  • The person(s) that will conduct the investigation;
  • The nature of any technical, financial or legal advice that may be required to support the investigation; and
  • The timeframe for the investigation.

The board will determine any actions required arising from Whistleblower reports and the findings of investigations into Whistleblower reports.

MD

MD is responsible for:

  • Implementing The Policy in accordance with directions of the board;
  • Advising the board of the outcome of any investigation under The Policy;
  • Seeking a decision from the board in relation to Whistleblower reports and the findings of investigations into Whistleblower reports.

SM

SM is responsible for receiving Whistleblower reports as an Eligible Recipient.

SM of PGA
(WIO)

SM of PGA acts as WIO and an Eligible Recipient.
SM of PGA receives reports sent by Eligible Recipients.
SM of PGA as WIO is responsible to

  • assess Whistleblower reports within the framework endorsed by the board.
  • report all Whistleblower reports to the MD and proceed with an investigation once the board have approved this step.

SM of OP
(WPO)

SM of OP acts as WPO and an Eligible Recipient
SM of OP as WPO is responsible to

  • Monitor the welfare of Eligible Whistleblowers;
  • Receive actual detrimental action reports or threatened detriment in relation to whistleblowing which is in breach of The Policy.

SM of OP is also responsible for reviewing and updating The Policy.

3. Who The Policy applies to

The Policy applies to all individuals who are or have been:

  • An employee or officer of The Company;
  • A supplier of services or goods to The Company (whether paid or unpaid) and their employees;
  • An associate of The Company; and
  • A relative or dependant of any of the above of The Company (Eligible Whistleblower).

These individuals are eligible for protection as an Eligible Whistleblower under law and The Policy.

4. Matters The Policy applies to

For the purpose of The Policy, matters that must be reported to The Company are suspected misconduct or an improper state of affairs (reportable conduct), which includes:

  • Dishonest conduct including the willful or serious breach of internal policies and or procedures;
  • Illegal conduct, such as theft;
  • Fraud, money laundering or misappropriation of funds;
  • Offering or accepting a bribe;
  • Failure to comply with, or breach of, legal or regulatory requirements;
  • A significant or serious threat to health or safety;
  • Endangering the public or the financial system;
  • Engaging in or threatening to engage in detrimental action against a person who has made a disclosure or is believed or suspected to have made or be planning to make a disclosure;
  • Conduct that constitutes an offence against, or a contravention of, a provision of any of the following:
    • the Corporations Act;
    • the Financial Sector (Collection of Data) Act 2001;
    • an instrument made under an Act referred to above; and
  • Conduct that constitutes an offence against any other law of the Commonwealth that is punishable by imprisonment for a period of 12 months or more.

To make a Whistleblower report, you must have reasonable grounds to suspect reportable conduct has occurred. This means you have some basis for making a Whistleblower report, but you do not need to prove the reportable conduct occurred.

The Policy does not apply to personal work-related grievances, which include bullying and harassment, unless they relate to a Whistleblower report. It should be noted that such disclosures may be protected under other legislation, such as the Fair Work Act 2009, and should be reported under The Company’s Employee Handbook. Examples include:

  • An interpersonal conflict between the reporter and another employee;
  • A decision relating to the reporter’s employment or a transfer or promotion;
  • A decision relating to the terms and conditions of the reporter’s employment including their remuneration; and
  • A decision to suspend or terminate their employment or disciplinary action taken against them.

The Policy does not apply to customer complaints about The Company.

5. How to report

The Independent whistleblowing service provider is an independent, external and confidential reporting channel with staff that are fully trained in handling sensitive and confidential reports of this nature and is The Company’s preferred channel for receiving Whistleblower reports. The Independent whistleblowing service provider is available anytime through the following channels:

Channel
Contact details
Phone
1800 981 304
Email
nauwhistleblowing@deloitte.com.au
Online
www.nau.deloitte.com.au
Fax
+61 3 9691 8182
Postal
Australian Reply Paid Post , Reply paid 12628
A'Beckett Street, Victoria 8006

Eligible Whistleblowers can remain anonymous if they wish and their identity will be protected in accordance with The Policy at all stages of the process, starting from their initial report and continuing through any investigation that takes place.

The Company does however encourage Eligible Whistleblowers to disclose their identity so that The Company can better monitor their wellbeing and protect them against detrimental action. It could also help The Company to obtain further information from the Eligible Whistleblower, should this be required. The Eligible Whistleblower’s details will however remain confidential at all times. Refer to Section 6 of The Policy for further information regarding anonymity and confidentiality of Eligible Whistleblower information.

The preferred method of reporting Whistleblower reports is to the following Eligible Recipients:

  • Independent whistleblowing service provider;
  • Senior Manager of The Company; or
  • An auditor or any member of the audit team.

If a Whistleblower report is made to an Eligible Recipient, other than the Independent whistleblowing service provider, the Eligible Recipient will forward the report to SM of PGA.

Whistleblower reports should include, to the extent possible, specific information such as dates, places, persons, witnesses, and amounts in order for The Company to consider next steps.

Nothing in The Policy should be taken as restricting an Eligible Whistleblower from making a report to a regulator (such as Australian Securities and Investments Commission, Australian Prudential Regulatory Authority), or a legal practitioner for legal advice or under certain circumstances a journalist or parliamentarian in accordance with any relevant law or regulation. The Company however encourages Eligible Whistleblowers to first report to the Independent whistleblowing service provider.

All Whistleblower reports made under The Policy are treated seriously and The Company is committed to ensuring that anyone making a Whistleblower report will not suffer detrimental action. An Eligible Whistleblower will still qualify for protection under The Policy even if their report is incorrect.

The Company understands that an Eligible Whistleblower may be worried about detrimental action. For every Whistleblower report received, the SM of OP will act as the WPO and will assess the risk of detrimental action to the Eligible Whistleblower and will take appropriate actions to provide protection.

No detrimental action will be taken by The Company against an Eligible Whistleblower in relation to a Whistleblower report whether substantiated or not substantiated by any subsequent investigation. Detrimental action includes:

  • Dismissal of an employee;
  • Injury of an employee in his or her employment;
  • Alteration of an employee’s position or duties to his or her disadvantage;
  • Discrimination between an employee and other employees of the same employer;
  • Harassment or intimidation of a person;
  • Harm or injury to a person, including psychological harm;
  • Damage to a person’s property;
  • Damage to a person’s reputation;
  • Damage to a person’s business or financial position;
  • Any other damage to a person.

The WPO may also be assigned to monitor the welfare of an Eligible Whistleblower, receive reports of actual or threatened detrimental action and provide feedback on the progress and results of the investigation.

7. Anonymity and confidentiality

Whistleblower reports will be treated confidentiality unless agreed otherwise. Eligible Whistleblowers can choose to remain anonymous, but The Company encourages them to disclose their identity. This will help The Company to monitor the Eligible Whistleblowers’ welfare and protect them against detrimental action. To maintain confidentiality, The Company will ensure that:

  • All paper and electronic documents and other materials relating to a Whistleblower report are stored securely;
  • All information relating to a Whistleblower report can only be accessed by those directly involved in managing and investigating the report;
  • Only a restricted number of people who are directly involved in handling and investigating a Whistleblower report are made aware of the Eligible Whistleblower’s identity (where consent to disclose identity is provided) or information that is likely to lead to the identification of the Whistleblower; and
  • Communications and documents relating to the investigation of an Eligible Whistleblower report are not visible to other staff.

An Eligible Whistleblower’s identity will not be disclosed to anyone else unless:

  • The Company is legally obliged to disclose their identity;
  • The disclosure is required if and when The Company is required or decide to report the matter to a regulator or law enforcement body;
  • The disclosure is necessary to prevent or lessen a threat to a person’s health, safety or welfare;
  • The Eligible Whistleblower provides their consent.

8. Handling and investigating a disclosure

Once a Whistleblower report has been received, the Eligible Recipient will send a disclosure report to SM of PGA. SM of PGA will report the disclosure report to MD

The MD will be responsible for assessing whether the matter will be handled under The Policy or whether it will be handled as a personal work-related grievance. The MD will review the disclosure report, assess the risk of detrimental action to the Eligible Whistleblower. The MD will report the disclosure report to the board and seek an approval of what further action, such as a formal investigation, is required.
The board will then determine:

  • The nature and scope of the investigation;
  • The person(s) within and/or outside The Company that should lead the investigation;
  • The nature of any technical, financial or legal advice that may be required to support the investigation; and
  • The timeframe for the investigation.

The SM of PGA will be responsible for ensuring that all investigations are conducted in an objective and fair manner as is reasonable and appropriate having regard to the nature of the Whistleblower report and the circumstances. An investigation may be conducted using internal or external resources. Any person named in a report will be afforded procedural fairness in relation to any investigation conducted.

Feedback will be provided within a reasonable period after receipt of a Whistleblower report if the Whistleblower can be contacted by either the Independent whistleblowing service provider or the WPO. Where possible, feedback to the Whistleblower will also be provided during and after any investigation.

The findings of the investigation will be recorded in a final, anonymised report and will be reported to the MD by SM of PGA. The MD will report the anonymized report to the board and seek an approval of the recommended action points.

Whistleblower reports involving MD, SM of PGA and SM of OP will be handled with each substitute as follows. To avoid a potential segregation of responsibilities problem, it is suggested the board determines who will assume the responsibilities

  • Where the subject of the report is MD, the SM of PGA will assume the MD’s responsibilities.
  • Where the subject of the report is SM of PGA, the board will determine who will assume the responsibilities of the SM of PGA.
  • Where the subject of the report is the SM of OP, the board will determine who will assume the responsibilities of the SM of OP.

In addition to the internal process within The Company, The Company will report within the framework of Section 7 to The Norinchukin Bank, the parent company in accordance with the policy put in place at The Norinchukin Bank.

9. Availability and review of The Policy

The Policy is available on staff noticeboard in Notes and ongoing education and training regarding The Policy is available to employees through annual training.

The Company will review and update The Policy as and when necessary but at least every two years.

(Effective Date)
These Rules shall take effect and apply as of 13 Dec 2019.

Appendix 1 – Process flow

Appendix 1 – Process flow