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Whistleblower Policy

Applicable Legislation:  Corporations Act 2001 (Cth)
             Applicable To:  Employees and Stakeholders

          

PURPOSE:
THE PROCESSES FOR DEALING WITH DISCLOSURES MADE BY EMPLOYEES AND STAKEHOLDERS OF SUSPECTED IMPROPER CONDUCT WITHIN RUGBY FARMING GROUP IN A CONFIDENTIAL AND SECURE MANNER.

1. Background and Purpose

Whistleblowers are those who sound the alert on danger, malpractice, bribery or corruption or other illegal conduct.

Rugby Farming Group’s Whistleblower Policy (the “Policy”) covers the processes for dealing with disclosures made by employees and stakeholders (ie you”) of suspected improper conduct within Rugby Farming Group in a confidential and secure manner and is intended to apply to whistleblowers in all countries in which Rugby Farming Group operates.

Rugby Farming Group is committed to the highest standards of conduct and ethical behaviour in all of our business activities, and to promoting and supporting a culture of honesty and ethical behaviour, corporate compliance and strong corporate governance.

The Policy has been developed so that you can freely and without fear of detriment raise concerns regarding situations where you believe that Rugby Farming Group, including any of its controlled entities or related body corporates, or anyone connected with Rugby Farming Group, have acted in a way that constitutes misconduct.

The Policy outlines the rights of all employees and stakeholders of Rugby Farming Group to:

(a) report in good faith any perceived wrongdoing, impropriety, serious unethical behaviour, legal or regulatory non-compliance or questionable accounting or audit matter; and

(b) expect and receive protection from any reprisal or detrimental action resulting from such disclosure.
This Policy will be reviewed from time to time to ensure that it remains effective and meets best practice standards and the needs of Rugby Farming Group.

2. Scope

This Policy applies to:

(a) all employees of Rugby Farming Group, whether full-time, part-time or casual, at any level of seniority and wherever employed; and

(b) employees or principals of organisations which have a commercial relationship with Rugby Farming Group as customers, suppliers, consultants, advisers, agents or otherwise.

3. Policy and Procedure

Employees and stakeholders are encouraged to make a report under this Policy if they have reasonable grounds to suspect that Rugby Farming Group or any of its controlled or related entities or a Rugby Farming Group director, officer, employee, contractor, supplier, tenderer or other person who has business dealings with Rugby Farming Group has engaged in misconduct (which includes fraud, negligence, default, breach of trust and breach of duty) or an improper state of affairs or circumstances. This can include conduct which:

(a) is dishonest, fraudulent or corrupt, including bribery

(b) is illegal activity (such as theft, violence, harassment or intimidation, criminal damage to property or other breaches of state or federal law);

(c) is unethical or in breach of Rugby Farming Group policies (such as dishonestly altering company records or data, adopting questionable accounting practices or willfully breaching Rugby Farming Group Code of Conduct or other policies or procedures);

(d) is potentially damaging to Rugby Farming Group, a Rugby Farming Group employee or a third party, such as unsafe work practices, environmental damage, health risks or abuse of Rugby Farming Group property or resources;

(e) amounts to an abuse of authority;

(f) may cause financial loss to Rugby Farming Group or damage its reputation or be otherwise detrimental to Rugby Farming Group interests;

(g) involves harassment, discrimination, victimisation or bullying, other than personal work-related grievances as defined in the Corporations Act 2001 (Cth) (Corporations Act); or

(h) involves any other kind of misconduct or an improper state of affairs or circumstances.

The above are considered “disclosable matters” for the purposes of clause 9 of this Policy.

While everyone is encouraged to speak up and report any concerns to Rugby Farming Group, not everyone nor all types of concerns are intended to be covered by this Policy. Some examples of the matters that are generally not intended to covered by this Policy are:-

(a) customer complaints; and

(b) personal work related grievances.

Some examples of personal work related grievances include:-

(a) an interpersonal conflict between you and another employee;

(b) a decision that does not involve a breach of workplace laws;

(c) a decision about your engagement, transfer or promotion;

(d) a decision about your terms and conditions of engagement; or

(e) a decision to suspend or terminate your engagement, or otherwise to discipline you.

However, a personal work related grievance still qualifies for protection if:-

(a) it includes information about misconduct or information about misconduct includes or is accompanied by a personal work related grievance (mixed report);

(b) Rugby Farming Group has breached employment or other laws punishable by imprisonment for a period of twelve (12) months or more, engaged in conduct that represents a danger to the public, or the disclosure relates to information that suggests misconduct beyond your personal circumstances;

(c) you suffer from or are threatened with detriment for making a disclosure; or

(d) you seek legal advice or legal representations about the operations of the Whistleblower protections under the Corporation Act.

Disclosures which are personal work-related grievances will be investigated by our General Manager Human Resources.

Who can disclosures be made to?

(a) Compliance Officer -
Toni Schaumberg - General Manager Human Resources.
[email protected]
Ph. 5466 3220

(b) Alternate Compliance Officer -
Paul Olive - Chief Operating Officer
[email protected]
Ph. 5466 3205

If you require additional information before making a disclosure, please contact the Compliance Officer.

The Compliance Officer ( or Alternate Compliance Officer ) can be contacted anonymously and/or confidentially (if you wish), securely and inside or outside of business hours using the details above. Disclosure can be made by mail, in person, by telephone or email using the contact details above. We encourage you to make a disclosure to the Compliance Officer in the first instance so that we can identify and address wrongdoing as early as possible.

Disclosures can still be made anonymously and still be protected under the Corporations Act. You can chose to remain anonymous while making a disclosure, over the course of the investigation and after the investigation is finalised. You can refuse to answer questions that they feel could reveal your identity at any time, including during follow up conversations. If you do wish to remain anonymous, you should maintain ongoing two way communication with us, so we can ask follow up questions or provide feedback. If you wish to protect your anonymity, we suggest that you adopt a pseudonym for the purposes of disclosure to protect your identity

4. Responsibility for Policy Compliance and Review

The Compliance Officer for Rugby Farming Group is responsible for:

(a) the overall administration of this Policy;

(b) monitor the implementation of this Policy and will review on an ongoing basis the Policy's suitability and effectiveness.

(c) seek to protect the whistleblower from Detrimental Conduct;

(d) assist the whistleblower in maintaining wellbeing;

(e) maintain whistleblower confidentiality, where relevant, including as required by law;

(f) review and consider any complaints of Detrimental Conduct or any concern that disclosure has not been dealt with in accordance with this Policy; and

(g) escalate any matter the Compliance Officer considers appropriate to the Escalation Officer.

5. Detrimental Conduct Prohibited

Rugby Farming Group strictly prohibits all forms of Detrimental Conduct against whistleblowers. Detrimental Conduct means any actual or threatened conduct that could cause a detriment to the whistleblower as a result of the whistleblower making a disclosure, including:

(a) termination of employment;

(b) harassment, bullying or intimidation;

(c) personal or financial disadvantage;

(d) unlawful discrimination;

(e) harm or injury, including psychological harm, to a person;

(f) damage to a person’s property;

(g) damage to a personal business or financial position;

(h) damage to reputation; or

(i) any other conduct that constitutes retaliation.

The following are examples of actions that are not detrimental conduct:-

(a) administrative action that is reasonable for the purpose of protecting you from detriment (eg moving you where you have made a disclosure about your immediate work area to another location to prevent you from detriment); and

(b) managing your unsatisfactory work performance, if the action is in line with our performance management framework
Rugby Farming Group will take all reasonable steps to protect the whistleblower from Detrimental Conduct and will take action it considers appropriate where such conduct is identified.

Rugby Farming Group also strictly prohibits all forms of Detrimental Conduct against people who are involved in an investigation of a disclosure in response to their involvement in that investigation.

Protection of whistleblower identity and confidentiality
Subject to compliance with legal requirements, upon receiving a disclosure under this Policy, Rugby Farming Group will only share a whistleblower's identity as a whistleblower or information likely to reveal a whistleblower's 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.

If Rugby Farming Group needs to report a disclosure, it may disclose information that could lead to a whistleblower's identification, but it will take reasonable steps to reduce this risk.

Any disclosures of a whistleblower's identity or information likely to reveal a whistleblower's identity will be made on a strictly confidential basis.

It is illegal for a person to identify you, or disclose information that is likely to lead to your identification outside certain exceptions. You can lodge a complaint with us (or a regulator such as ASIC, APRA or the ATO) for investigation about a breach of confidentiality.

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 a whistleblower's consent as a whistleblower will be 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 Rugby Farming Group disciplinary procedures.

You can seek compensation and other remedies through the Courts if:-

(a) you suffer loss, damage or injury because of a disclosure; and

(b) we fail to take precautions and exercise due diligence to prevent the detrimental conduct.

6. Internal Investigation

Whistleblower disclosures made under this Policy will be documented and investigated promptly, initially by an internal investigator.
The internal investigator is required to:

(a) act impartially and document the disclosure;

(b) conduct all interviews; and

(c) report on the results of the investigation and any recommendations.

All investigations will be carried out as quickly as is practicable.

Where appropriate, Rugby Farming Group will provide feedback to you regarding the investigation’s progress and/or outcome (subject to considerations of the privacy of those against whom allegations are made).

While the particular investigation process and enquiries adopted will be determined by the nature and substance of the disclosure, in general, as soon as practicable upon receipt of the report, if the report is not anonymous, a Compliance 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.

While maintaining confidentiality at all times, all serious disclosures and progress of any investigation will be drawn to the attention of the Company Directors. If the disclosure is the subject of an internal investigation which reveals genuine issues to be addressed by Rugby Farming Group, the Company Directors will instruct management to take remedial action.

7. External Investigation

If an internal investigator determines that there is an activity or conduct within Rugby Farming Group which is potentially illegal, the Company Directors may decide to engage an external investigator.
In this event:

(a) The discloser will be afforded appropriate protection and Rugby Farming Group will, to the extent it can do so and is legally permitted, keep in confidence the identity of the discloser.

(b) The matter may be reported to the relevant regulatory authority or police agency.

(c) The identity of the disclosing employee or stakeholder will only be disclosed to the relevant regulatory or police agency on the basis that, where legally permitted, the employee or stakeholder's identity will be kept confidential.

(d) Disclosure of the identity of the disclosing employee or stakeholder to any other organisation or person will require the consent of the disclosing person.

(e) The internal investigator will also ensure that the matter is reported to the Company Directors.

8. After Disclosure

The discloser will always be informed of the outcome at the conclusion of the investigation. Rugby Farming Group will not tolerate any reprisals against employees or stakeholders who have made a disclosure of any matter under this Policy where the discloser has acted in good faith and on a genuine belief or perception of wrongdoing, and on reasonable grounds. Rugby Farming Group will act in the best interests of a discloser to protect them from any victimisation, adverse reaction or intimidation, and commits to ensuring confidentiality (to the extent permitted by law) and fairness in all matters raised under this Policy.

9. Special protections under Part 9.4AAA of the Corporations Act 2001 (Cth)

The Corporations Act gives special protection to disclosures about any misconduct (which includes fraud, negligence, default, breach of trust and breach of duty) or an improper state of affairs relating to Rugby Farming Group if the following conditions are satisfied:

(a) The whistleblower makes a disclosure about a ‘disclosable matter’ (as set out in clause 3 of this Policy)

(b) the whistleblower is or has been:
(i) an officer or employee of Rugby Farming Group;
(ii) an individual who supplies goods or services to Rugby Farming Group or an employee of a person who supplies goods or services to Rugby Farming Group;
(iii) an individual who is an associate of Rugby Farming Group; or
(iv) a relative, dependent or dependent of the spouse of any individual referred to above;

(c) the report is made to:
(i) a Compliance Officer;
(ii) an officer or senior manager of Rugby Farming Group;
(iii) the internal or external auditor or actuary of Rugby Farming Group;
(iv) ASIC;
(v) APRA;
(vi) another Commonwealth Body prescribed by regulation;
(vii) 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; or
(viii) in certain circumstances (please see below), journalists and members of Commonwealth, State or Territory Parliaments (Parliamentarians).

Generally, these certain circumstances include a “public interest disclosure” or an “emergency disclosure” so it is important that you understand the criteria for making a public interest or emergency disclosure. Generally, a disclosure must have previously been made to ASIC, APRA or a prescribed body and written notice provided to that body to which the disclosure was made. In the case of a public interest disclosure, at least ninety (90) days must have passed since the previous disclosure and you do not have reasonable grounds to believe that action is being, or has been taken, in relation to your disclosure. You must have reasonable grounds to believe that making a further disclosure of the information is in the public interest. In the case of an emergency disclosure, you must have reasonable grounds to believe that information concerns a substantial and imminent danger to the health or safety of one or more persons or to the natural environment. You should contact an independent legal adviser before making a public interest disclosure or an emergency disclosure.

(d) 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 Rugby Farming 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.
A discloser can still qualify for protection even if their disclosure turns out to be incorrect.

10. Examples and Protections Available

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 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.

Protections available under the Corporations Act 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; Such as where the disclosure has been made to ASIC or APRA, or where the disclosure qualifies as a public interest or emergency disclosure.

(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;

(e) a whistleblower's identity cannot be disclosed to a Court or tribunal except where considered necessary; and

(f) 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. Confidentiality If a report is made, the identity of the discloser must be kept confidential unless one of the following exceptions applies:
(i) the discloser consents to the disclosure of their identity;
(ii) disclosure of details that might reveal the discloser's identity is reasonably necessary for the effective investigation of the matter;
(iii) the concern is reported to ASIC, APRA, or the AFP; or
(iv) the concern is raised with a lawyer for the purpose of obtaining legal advice or representation.

You should however be aware that the protections mentioned in this policy generally do not grant immunity for any misconduct you have engaged in that is revealed in your disclosure.

11. Special Protections under the Taxation Administration Act

The Taxation Administration Act gives special protection to disclosures about a breach of any Australian tax law by Rugby Farming Group or misconduct in relation to Rugby Farming Group tax affairs if the following conditions are satisfied:

(a) the whistleblower is or has been:
(i) an officer or employee of Rugby Farming Group;
(ii) an individual who supplies goods or services to Rugby Farming Group or an employee of a person who supplies goods or services to Rugby Farming Group;
(iii) an individual who is an associate Rugby Farming Group; or
(iv) a relative, dependent or dependent of the spouse of any individual referred to above;

(b) the report is made to:
(i) a Compliance Officer;
(ii) a director, secretary or senior manager of Rugby Farming Group;
(iii) any Rugby Farming Group external auditor;
(iv) a registered tax agent or BAS agent who provides tax or BAS services to Rugby Farming Group ;
(v) any other employee or officer of Rugby Farming Group who has functions or duties relating to tax affairs of the company (e.g. an internal accountant); (Rugby Farming Group recipients)
(vi) the Commissioner of Taxation; or
(vii) a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to the operation of the whistleblower provisions in the Taxation Administration Act; and

(c) if the report is made to Rugby Farming Group recipient, the whistleblower:
(i) has reasonable grounds to suspect that the information indicates misconduct, or an improper state of affairs or circumstances, in relation to the tax affairs of Rugby Farming Group or an associate of that company; and
(ii) considers that the information may assist the Rugby Farming Group recipient to perform functions or duties in relation to the tax affairs of Rugby Farming Group or an associate of the company; and

(d) if the report is made to the Commissioner of Taxation, the whistleblower considers that the information may assist the Rugby Farming Group recipient to perform functions or duties in relation to the tax affairs of Rugby Farming Group or an associate of the company.

The protections given by the Taxation Administration 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) where the disclosure was made to the Commissioner of Taxation, the reported information is not admissible against the whistleblower in criminal proceedings or in proceedings for the imposition of a penalty, except where the proceedings are concerned with whether the information is false;

(d) unless the whistleblower has acted unreasonably, a whistleblower cannot be ordered to pay costs in any legal proceedings in relation to a report;

(e) 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 liable to pay 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 the Commissioner of Taxation, the AFP or a lawyer for the purpose of obtaining legal advice or representation in relation to the report

Confidentiality
If a report is made, the identity of the discloser will 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 their identity is reasonably necessary for the effective investigation of the allegation

(c) the concern is reported to the Commissioner of Taxation or the AFP; or
the concern is raised with a lawyer for the purpose obtaining legal advice or representation.