Whistle Blower Policy

Definitions

Unless the context requires, italicised terms in this policy have the following meaning:

1. Policy Purpose and Application

InterGrain is committed to the protection of individuals who disclose information about illegal or improper conduct occurring within InterGrain.   We take our obligations regarding whistleblowing very seriously, and welcome you to approach us if you become aware of any possible wrongdoing.

This policy has been adopted to provide a safe and confidential environment where such concerns can be raised by whistleblowers without fear of reprisal or detrimental treatment. This policy also outlines how InterGrain will deal with any whistleblowing disclosures made in accordance with the Corporations Act and/or Tax Act.

This policy sets out:

• Who is entitled to protection as a whistleblower under this policy;
• The protection whistleblowers are entitled to under this policy;
• How disclosures made by whistleblowers in accordance with this policy will be handled by InterGrain.

All officers, employees and contractors of InterGrain must comply with this policy.

2. Who is Eligible for Whistleblower Protection under this Policy?

To be treated as a whistleblower under this policy you must:

• Be one of the individuals set out in section 2.1;
• Disclose information regarding the type of matters set out in section 2.2; and
• Disclose that information to one of the persons set out in section 2.3.

This policy also protects those who are entitled to whistleblower protection under the Australian whistleblower laws (see section 8 of this policy).

2.1 Who May Make a Disclosure?

Disclosures can be made by a current or former:

• Officer or employee of InterGrain;
• Contractor or supplier (or their current and former employees) of goods and services to InterGrain (including on an unpaid basis);
• Associate of InterGrain;
• Member of the public; or
• Family member of an individual mentioned above.

You may choose to remain anonymous if you wish while making a disclosure to InterGrain, over the course of an investigation and after an investigation is finalised.

2.2 What Types of Matters may be Disclosed?

Disclosures can be about improper conduct which you suspect on reasonable grounds has occurred or is occurring within InterGrain, including conduct by an officer or employee of InterGrain.  Examples of disclosable matters include:

• Misconduct or an improper state of affairs or circumstances in relation to InterGrain, including in relation to:
  • Corporate governance;
  • Accounting or audit matters;
  • Tax affairs, or the tax affairs of an associate of InterGrain; or
  • Substantial mismanagement or InterGrain’s resources.
• Illegal conduct at InterGrain, or by an officer or employee of InterGrain, such as fraud, corruption, bribery, theft, violence, harassment or intimidation, criminal damage to property or other breaches of applicable laws;
• Conduct that is contrary to, or a breach of, our policies (including our Code of Conduct);
• Conduct at InterGrain that represents a danger to the public (including public health, safety or the environment);
• Conduct at InterGrain which amounts to an abuse of authority; or
• Conduct which may cause financial loss to InterGrain or damage to its reputation or be otherwise detrimental to InterGrain’s interests.

Disciplinary action may be taken by InterGrain against employees who deliberately make a false report.  However, InterGrain has no intention of deterring staff from making disclosures, particularly in circumstances where a person making a disclosure has some information leading to a suspicion, but not all the relevant details.

2.3 Personal Workplace Grievances

Disclosures cannot be made under this policy about solely personal workplace grievances.

A personal workplace grievance is not a whistleblowing disclosure unless it has significant implications for InterGrain that do not relate to you, and:

• concerns conduct (or alleged conduct) referred to in section 2.2 above; or
• concerns victimisation or threatened victimisation, which occurs when a person is subjected to detriment as a result of:
  • making a whistleblowing disclosure; or
  • someone else’s belief/suspicion that the person has made or will make a whistleblowing disclosure.

A personal workplace grievance is a complaint or dispute to do with your employment (or previous employment) with InterGrain, which has implications for you personally. For example, an interpersonal conflict between you and another employee or if you are dissatisfied about a decision relating to your employment (such as about a transfer or promotion, the terms of your employment, or disciplinary matters).

Such matters will be dealt with in accordance with InterGrain’s Grievance Management Policy (as amended and/or updated from time to time).

2.4 Who should I Disclose To?

To ensure appropriate escalation and timely investigation of matters under this policy, InterGrain encourages reports be made in writing or by phone to one of our Disclosure Coordinators.

Our Disclosure Coordinators are:

• The Chief Executive Officer; and/or
• Audit Committee/Board Member.

The Disclosure Coordinators can be contacted using the details set out below:

Alternatively, you can make a disclosure to any one of the following:

• A senior manager within InterGrain;
• An auditor or member of an audit team conducting an audit on InterGrain; or
• If the disclosure concerns InterGrain’s tax affairs or the tax affairs of an associate of InterGrain, InterGrain’s registered tax agent or BAS agent or an employee or officer at InterGrain who has functions or duties relating to its tax affairs and who you consider may be assisted in their role by knowing that information.

2.5 Information to Include

You can make a whistleblowing disclosure to InterGrain (or a related body corporate) anonymously or through a pseudonym.  If you do choose to remain anonymous, this can make it more difficult to make an assessment of and/or investigate the disclosure. If you choose to identify yourself, the Disclosure Coordinators are generally required to keep your identity confidential (see section 3 of this policy).

If you make a whistleblowing disclosure, you should provide as much detail to assist the Disclosure Coordinator(s) as you can to determine the best course of action, such as:

• when and where the relevant events occurred (eg, dates and times);
• details of anyone involved; and
• any supporting information (eg, documents, file notes, emails, photographs).

2.6 External Disclosures

While we will always encourage you to contact InterGrain’s Disclosure Coordinators, if you do not wish to do so, you can contact ASIC or APRA to make a whistleblowing disclosure, and you should refer to their policies about how the disclosure will be managed.

Please note that public interest and emergency disclosures (for example to a member of parliament or journalist) will only be protected if made in specific circumstances set out in the legislation.

3. Confidentiality

3.1 Whistleblower Identity must be kept Confidential

Subject to section 3.2, the identity of a whistleblower (or information that is likely to lead to their identity becoming known) must be kept confidential unless the whistleblower has consented to the disclosure.

3.2 Permitted Exceptions

The identity of a whistleblower (or information that is likely to lead to their identity becoming known) may be disclosed without the whistleblower’s consent if the disclosure is made to:

• An inhouse or external lawyer for the purpose of obtaining legal advice or legal representation in relation to the operation of the Australian whistleblower laws;
• The Australian Federal Police;
• The Australian Securities and Investments Commission;
• The Australian Prudential Regulatory Authority; or
• The Australian Commissioner of Taxation if the disclosure concerns InterGrain’s tax affairs or the tax affairs of an associate of InterGrain.

3.3 Provision of Whistleblower Information to a Court or Tribunal

No person at InterGrain may disclose or produce to a court or tribunal any information or documents which discloses the identity of a whistleblower (or information likely to lead to their identity becoming known) without seeking the advice of our legal counsel.

4. Prohibition Against Victimisation

No person at InterGrain may cause or threaten any detriment to any person for a reason which includes that they or any other person:

• Is or proposes to be a whistleblower; or
• Is suspected or believed to be, or could be, a whistleblower.

However, a whistleblower may be held liable for any personal misconduct revealed by their disclosure or an investigation following a disclosure.

InterGrain may take disciplinary action against anyone found to have victimised or threatened a whistleblower.

5. Whistleblower Access to Additional support

Any employee who makes a report or disclosure under this policy is able to access InterGrain’s Employee Assistance Program (EAP).  LifeWorks has been engaged by InterGrain to provide confidential support to its employees and its family members, this service can be accessed by calling 1300 361 008.

6. Investigations of Information Disclosed under this Policy

When a disclosure is made which may fall under this policy, the following steps must be followed except where, in the opinion of the Disclosure Coordinator, it would be inappropriate or unreasonable in the circumstances to do so:

• Any person listed in section 2.4 who receives the information must provide the information to a Disclosure Coordinator as soon as practicable, removing any information which identifies or may identify the disclosure of the information (the potential whistleblower) prior to doing so (unless the potential whistleblower has provided their consent to that disclosure);
• As soon as practicable, the Disclosure Coordinator responsible for the matter must determine whether the disclosure falls within the scope of this policy and, if so, appoint an investigator with no personal interest in the matter to conduct an investigation into the matters disclosed, if they determine it to be necessary or appropriate;
• The investigator must conduct any investigation in an objective and fair manner, ensuring to provide any employee who has been adversely mentioned in information provided by a whistleblower an opportunity to respond to the allegations in respect of them prior to any adverse findings being made;
• The outcome of the investigation must be reported to the Board or its delegated subcommittee, and may be reported the whistleblower and any persons affected as the Disclosure Coordinator considers appropriate;
• Subject to the exceptions allowed under section 3.2 of this policy or otherwise by law, the identity of a whistleblower (or information that is likely to lead to their identity becoming known) must be kept confidential at all times during and after the investigation (including in any reporting to the Board or to any persons affected). All persons responsible for or involved in an investigation must take all reasonable steps to reduce the risk that a whistleblower will be identified; and
• A whistleblower must be provided with regular updates about the investigation (should they be contactable) during key stages, such as:

• when the investigation process has begun;
• while the investigation is in progress; and
• after the investigation has been finalised.

The frequency and timeframe may vary depending on the nature of the disclosure.

• A whistleblower may raise any concerns of complaints regarding this policy or their treatment with the Disclosure Coordinator.

7. Reporting to the Board or its Delegated Committee

Subject to the confidentiality obligation is section 3, the Company Secretary must provide the Board or its delegated subcommittee quarterly reports on all material whistleblower matters, including information on:

• The status of any investigations underway; and
• The outcomes of any investigations completed and actions taken as a result of those investigations.

8. How this Policy Interacts with Australian Whistleblower Laws

By making a disclosure in accordance with this policy, you may be afforded protection under Australian whistleblower laws.

While this policy principally deals with internal disclosures of information, Australian whistleblower laws also protect some types of disclosure made to external parties (such as to legal representatives, the Australian Securities and Investments Commission (ASIC), the Australian Commissioner of Taxation, members of parliament or journalists). Any person who is a whistleblower under Australian whistleblower laws must be treated in accordance with, and is entitled to, protections afforded by, this policy.

For information about these laws, see the information available on the ASIC website and the ATO website.

9. Policy Review and Availability

This policy must be reviewed by the Audit and Risk Committee at least every 2 years prior to submitting to the Board to ensure it is operating effectively.  Any recommended changes must be approved by the Board.

The Company Secretary is hereby authorised to make administrative and non-material amendments to this policy provided that any such amendments are notified to the Board at or before its next meeting.

This policy and any subsequent changes are made available to all officers and employees of InterGrain.  The methods by which this policy and its information are available are as follows:

• The policy and any changes are emailed to all managers;
• The policy and any changes are discussed are highlighted at the next monthly SMT meeting;
• Soft copies are kept on the server under Z:\InterGrain Document Library\Policies;
• Reference to the policy is made in the Employee Handbook; and
• Reference to the policy is made in the employee induction information packs for new starters.

10. Consequences for Non-Compliance with Policy

Any breach of this policy by an officer, employee or contractor will be taken seriously by InterGrain, and may be the subject of a separate investigation and/ or disciplinary action.

A breach of this policy may also amount to a civil or criminal contravention under the Australian whistleblower laws, giving rise to significant penalties.

Reference Documents

Corporations Act 2001 (Cth)

Taxation Administration Act 1953 (Cth)

Treasury Laws Amendment (Enhancing Whistleblower Protections) Act 2019 (Cth)

Related Documents

IGPD0022 InterGrain Grievance Management Policy

IGPD0023 InterGrain Code of Conduct Policy