Whistleblower

Issue 1.0, 18 December 2019

1 Introduction

1.1 Purpose

SYPAQ Systems Pty Ltd (SYPAQ) is committed to upholding the highest standards of ethical, legal and respectful conduct in all business dealings.

SYPAQ encourages the reporting of any instances of suspected unethical, illegal, corrupt, fraudulent or undesirable conduct involving SYPAQ’s business and provides protections and measures to individuals who make a disclosure in relation to such conduct without fear of victimisation or reprisal.

This allows for early identification of risk and corrective action prior to realisation of risk, or appropriate remediation in the potential event of issue realisation.

In addition, the Corporations Act 2001 (Cth) s 1317AI(5) now mandates that large proprietary companies, as defined in the Act, must have a formally documented whistleblower policy.

In relation to SYPAQ this Policy Document sets out the following:

information about the protections available to whistleblowers, including protections under the Act;
information about to whom disclosures that qualify for protection may be made, and how they may be made;
information about how SYPAQ will support whistleblowers and protect them from detriment;
information about how SYPAQ will investigate disclosures that qualify for protection;
information about how SYPAQ will ensure fair treatment of employees of SYPAQ who are mentioned in disclosures that qualify
for protection, or to whom such disclosures relate;
information about how this Policy is to be made available to officers and employees of SYPAQ; and
any matters prescribed by the regulations for the purposes of this Policy.

This Policy will be made available on SYPAQ’s website and in any other ways that will ensure that it is made available to persons to whom this policy applies.

It will also be made available to officers and employees of SYPAQ via onboarding processes and will be available on our internal WIKI.

1.2 Scope

This policy applies to any person who is, or has been, any of the following with respect to SYPAQ:

Employee
Officer
Director

Contractor (including sub-contractors and employees of contractors)

Supplier (including employees of suppliers)
Consultant
Auditor
Associate and
Relative, dependant, spouse, or dependant of a spouse of any of the above.

1.3 Reportable Conduct

You may make a report or disclosure under this policy if you have reasonable grounds to believe that a SYPAQ director, officer, employee, sub-contractor, supplier, consultant or other person who has business dealings with SYPAQ has engaged in conduct (‘Reportable Conduct’) which is:

Dishonest, fraudulent or corrupt;
Illegal (such as theft, dealing in or use of illicit drugs, violence or threatened violence and criminal damage to property);
Unethical, including any breach of SYPAQ policies such as the Code of Conduct;
Oppressive or grossly negligent;
Potentially damaging to SYPAQ, its employees or a third party;
Misconduct or an improper state of affairs;
A danger, or represents a danger to the public or financial system;
Harassment, discrimination, victimisation or bullying.

For the avoidance of doubt, Reportable Conduct does not include personal work-related grievances. These grievances should be reported to your manager in accordance with the SYPAQ Dispute Resolution Policy located in the Employee Handbook.

A personal work-related grievance is a grievance about any matter in relation to a staff member’s current or former employment, having implications (or tending to have implications) for that person personally and that do not have broader implications for SYPAQ.

Examples of personal work-related grievances are as follows:

An interpersonal conflict between the staff member and another employee;
A decision relating to the engagement, transfer or promotion of the staff member;
A decision relating to the terms and conditions of engagement of the staff member;
A decision to suspend or terminate the engagement of the staff member, or otherwise to discipline the staff member.

2 Making a Disclosure

SYPAQ relies on its employees maintaining a culture of honest and ethical behaviour. Accordingly, if you become aware of any Reportable Conduct, it is expected that you will make a disclosure under this policy.

There are several ways in which you may report or disclose any issue or behaviour which you consider to be Reportable Conduct.

2.1 Internal Reporting

You may disclose any Reportable Conduct to the Whistle-blower Protection Officers listed below:

Title: Head of People & Culture
Phone Number: 03 9867 2565
Email Address: [email protected]

Title: Chief Operating Officer
Phone Number: 03 9867 2565
Email Address: [email protected]

Title: Chief Executive Officer
Phone Number: 03 9867 2565
Email Address: [email protected]

Title: Chief Financial Officer
Phone Number: 03 9867 2565
Email Address: [email protected]

If you are unable to use any of the above reporting channels, a disclosure can be made to an “eligible recipient” within SYPAQ. Eligible recipients include:

Officers
Directors
Senior Managers
Auditor or member of an audit team conducting an audit of SYPAQ.

The Whistle-blower Protection Officer or eligible recipient is thoroughly briefed and authorised to safeguard your interests and will ensure the integrity of the reporting mechanism.

2.2 Anonymity

When making a disclosure, you may do so anonymously. It may be difficult for SYPAQ to properly investigate the matters disclosed if a report is submitted anonymously and therefore SYPAQ encourages you to share your identity when making a disclosure, however you are not required to do so.

2.3 Reporting to Regulators

You may also make a disclosure to the Australian Securities and Investments Commission (ASIC) or the Australian Prudential Regulation Authority (APRA) in relation to a Reportable Conduct. You will be covered by the protections outlined in this Policy if you have reported your concerns to ASIC or APRA.

2.4 Reporting to a Legal Practitioner

You may choose to discuss your concerns with a legal practitioner for the purposes of obtaining legal advice or representation. You will be covered by the protections outlined in this Policy if you have reported your concerns to a legal practitioner.

2.5 Public Interest and Emergency Disclosure

In certain situations, the conduct or wrongdoing may be of such gravity and urgency that disclosure to the media or a parliamentarian is considered necessary.

A public interest and emergency disclosure can only be made to:

A journalist, defined to mean a person who is working in a professional capacity as a journalist for a newspaper, magazine, or radio or television broadcasting service; or
A Member of the Parliament of the Commonwealth or of a State or Territory parliament.

You may only make a public interest and emergency disclosure if:

You have previously disclosed the information to ASIC or APRA;
At least 90 days has passed since the previous disclosure was made;
You have reasonable grounds to believe that action is not being taken to address the matters which you have disclosed;
You have reasonable grounds to believe that making a further disclosure to a journalist or member of parliament would be in the public interest;
You have given written notification, including sufficient information to identify the previous disclosure to the authority to which the previous disclosure was made that you intend on making a public interest disclosure; and
The extent of information disclosed is no greater than is necessary to inform the recipient of the misconduct or improper state of affairs.

You will be qualified for protection where you have made a public interest disclosure if:

You have previously disclosed the information to ASIC or APRA;
You have reasonable grounds to believe that the information concerns a substantial and imminent danger to the health or safety of one or more persons, or to the natural environment; and
You have given written notification, including sufficient information to identify the previous disclosure to the authority to which the previous disclosure was made that you intend on making a public interest disclosure; and
No more information is disclosed than is reasonably necessary to inform the recipient of the substantial and imminent danger

3 Investigation

SYPAQ will investigate all matters reported under this policy as soon as practicable after the matter has been reported. The Whistle-blower Protection Officer will investigate the matter and where necessary, appoint an external investigator to assist in conducting the investigation. All investigations will be conducted in a fair, independent and timely manner and all reasonable efforts will be made to preserve confidentiality during the investigation.

If the report is not anonymous, the Whistle-blower Protection Officer or external investigator will contact you to discuss the investigation process and any other matters that are relevant to the investigation.

Where you have chosen to remain anonymous, your identity will not be disclosed to the investigator or to any other person and SYPAQ will conduct the investigation based on the information provided to it.

Where possible, the Whistle-blower Protection Officer will provide you with feedback on the progress and expected timeframes of the investigation.

The person against whom any allegations have been made will also be informed of the concerns and will be provided with an opportunity to respond (unless there are any restrictions or other reasonable basis for not doing so).

To the extent permitted by law, the Whistle-blower Protection Officer may inform you and/or a person against whom allegations have been made of the findings. Any report will remain the property of SYPAQ and will not be shared with you or any person against whom the allegations have been made.

4 Protection of Whistleblowers

SYPAQ is committed to ensuring that any person who makes a disclosure is treated fairly and does not suffer detriment and that confidentiality is preserved in respect of all matters raised under this policy.

4.1 Protection from Legal Action

You will not be subject to any civil, criminal or administrative legal action (including disciplinary action) for making a disclosure under this Policy or participating in any investigation.

Any information you provide will not be admissible in any criminal or civil proceedings other than for proceedings in respect of the falsity of the information.

4.2 Protection against Detrimental Conduct

SYPAQ (or any person engaged by SYPAQ) will not engage in ‘Detrimental Conduct’ against you if you have made a disclosure under this policy.

Detrimental Conduct includes actual or threatened conduct such as the following (without limitation):

Termination of employment;
Injury to employment including demotion, disciplinary action;
Alternation of position or duties;
Discrimination;
Harassment, bullying or intimidation;
Victimisation;
Harm or injury including psychological harm;
Damage to person’s property;
Damage to a person’s reputation;
Damage to a person’s business or financial position; or any other damage to a person.

SYPAQ will take all reasonable steps to protect you from Detrimental Conduct and will take necessary action where such conduct is identified.

SYPAQ also strictly prohibits all forms of Detrimental Conduct against any person who is involved in an investigation of a matter disclosed under the Policy in response to their involvement in that investigation.

If you are subjected to Detrimental Conduct as a result of making a disclosure under this policy or participating in an investigation, you should inform a Whistle-blower Protection Officer or eligible participant in accordance with the reporting guidelines outlined above.

You may also seek remedies including compensation, civil penalties or reinstatement where you have been subject to any Detrimental Conduct.

4.3 Protection of Confidentiality

All information received from you will be treated confidentially and sensitively.

If you make a disclosure under this Policy, your identity (or any information which would likely to identify you) will only be shared if:

You give your consent to share that information; or
The disclosure is allowed or required by law (for example where the concern is raised with a lawyer for the purposes of obtaining legal advice); or
The concern is reported to the Australian Securities and Investments Commission (ASIC), the Australian Prudential Regulation Authority (APRA), the Australian Taxation Office (ATO) or the Australian Federal Police (AFP).

Where it is necessary to disclose information for the effective investigation of the matter, and this is likely to lead to your identification, all reasonable steps will be taken to reduce the risk that you will be identified.

5 Support Available

Any person who makes a disclosure under this Policy or is implicated as a result of a disclosure that is made may access SYPAQ’s Employee Assistance Program (EAP) which is a free and confidential counselling service.

Where appropriate, SYPAQ may also appoint an independent support person from the People and Culture team to deal with any ongoing concerns you may have.

You may also access third party support providers such as Lifeline (13 11 14) and Beyond Blue (1300 22 4636) for support.

6 Other Matters

Any breach of this Policy will be taken seriously and may result in disciplinary action, up to and including termination of employment.

In so far as this Policy imposes any obligations on SYPAQ, those obligations are not contractual and do not give rise to any contractual rights.

To the extent that this Policy describes benefits and entitlements for employees, they are discretionary in nature and are also not intended to be contractual. The terms and conditions of employment that are intended to be contractual are set out in an employee’s written employment contract.

SYPAQ may unilaterally introduce, vary, remove or replace this Policy at any time.

Employees are encouraged to read this Policy in conjunction with other relevant Company documentation and policies, including:

The Employee Handbook
The Subcontractor Guide