1 PURPOSE OF THE POLICY
The Company is committed to conducting business with honesty, fairness and integrity. All Personnel must maintain the highest standards in line with the Company’s Code of Conduct and all other policies and procedures.
The Company takes unlawful and unethical behaviour very seriously. If you suspect something is not right, we encourage you to speak up as soon as possible.
A culture of openness and accountability is essential for the Company to conduct business activities in line with its regulatory and legislative requirements.
This Policy provides guidance on how to raise a concern about suspected or actual unethical or unlawful behaviour. This Policy does not in any way restrict or diminish the right of any individual to make disclosure directly to regulators, such as ASIC.
The Company’s senior management and the Board committed to providing support to and protecting the dignity, wellbeing, career and reputation of anyone reporting wrongdoing.
All reports made under this Policy are treated seriously and will be investigated carefully by the Company.
All Personnel should feel confident about reporting alleged wrongdoing and without fear of retaliation or adverse action to their employment even if it the allegation is not upheld.
2 REFERENCES
This Policy was drafted taking into account the following:
a. Treasury Laws Amendment (Enhancing Whistleblower Protections) Act 2019
b. Corporations Act 2001
c. ASIC Guidance for Whistleblowers INFO 52
3 WHO DOES THIS POLICY APPLY TO?
This Policy applies to all persons who may be a Whistleblower – see Definitions.
4 WHAT IS REPORTABLE CONDUCT?
Reportable Conduct is any concern (actual or suspected) about the following conduct, or the deliberate concealment of such conduct:
• Dishonest, corrupt or unethical conduct;
• Theft, fraud or misappropriation;
• Practices or conduct which are illegal or breach the law;
• Substantial waste or mismanagement of the Company’s resources or funds;
• Conduct involving substantial risk to health or safety;
• Questionable accounting or auditing practices which may have a material impact on the Company’s financial position, regulatory compliance or reputation;
• Discrimination, vilification, harassment (including but not limited to sexual harassment), bullying and victimisation;
• Conduct which may cause financial or non-financial loss to the Company or be otherwise detrimental to the interests or reputation of the Company or its staff;
• Deliberate concealment of information tending to show any of the matters listed above;
• Any conduct that represents a danger to the public or the financial system;
• Misconduct or an improper state of affairs or circumstances in relation to the Company;
• Conduct otherwise providing reasonable grounds for dismissing or dispensing with, or otherwise terminating, the employment or engagement of any Plato personnel who was, or is, engaged in that conduct; or
• Conduct otherwise providing reasonable grounds for disciplinary action.
Matters not covered by this Policy
This Policy does not cover conduct that is not Reportable Conduct, such as personal work-related grievances (for example, interpersonal conflicts with another employee, or decisions about the engagement, transfer, promotion or termination of a Whistleblower).
The personal work-related grievances may still qualify for protection if:
• It includes information about misconduct, or information about misconduct includes or is accompanied by a personal work-related grievance (mixed report);
• The Company has breached employment or other laws punishable by imprisonment for a period of 12 months or more, engaged in conduct that represents a danger to the public, or the disclosure relates to information that suggests misconduct beyond the discloser’s personal circumstances;
• The discloser suffers from or is threatened with detriment for making a disclosure; or
• The discloser seeks legal advice or legal representation about the operation of the Whistleblower protections under the Corporations Act.
False reporting
A false report of Reportable Conduct could have a significant effect on the reputation of the Company and personnel. Deliberately false reporting of Reportable Conduct will be treated as a serious disciplinary matter.
Whilst not intending to discourage the reporting of matters of genuine concern, Whistleblowers must ensure that, as far as possible, reports are factually accurate, based on first-hand knowledge, presented in an unbiased fashion (and any possible perception of bias should be disclosed) and without material omission.
5 WHISTLEBLOWER NOTIFICATIONS
What information do I need to provide in my report?
For a report to be investigated, it must contain enough information to form a reasonable grounds for investigation. It is important therefore that you provide as much information as possible. This includes any known details such as:
• Date & time of the Reportable Conduct
• Name of the entity and/or persons involved
• Possible witnesses to the Reportable Conduct
• Any evidence to substantiate the Reportable Conduct.
In your report include any steps you may have already taken to report the matter elsewhere or to resolve the concern.
The primary channel for raising Whistleblower Notifications is via Risk & Compliance by emailing to Risk.Compliance@pinnacleinvestment.com or via the Pinpoint online form, which provides for the option to make a report anonymously.
Other reporting channels
In addition, you can make a report to any one of the following:
• The General Counsel
• The Chair of the Company
• A director of any company
• The Company Secretary
• The Partner in charge of the Company’s audits.
Disclosure to the following persons also qualify for protection as a Whistleblower:
• A legal adviser for the purposes of obtaining legal advice or legal representation in relation to the Whistleblower provisions in the Corporations Act;
• ASIC, APRA or another Commonwealth body; or
• To a journalist or a parliamentarian where it is a public interest disclosure or emergency disclosure. Disclosers are advised to seek independent legal advice before making such a disclosure.
Disclosers are encouraged to make a disclosure to the Chair of Company Board, a director or the Company Secretary in the first instance to enable the Company to identify and address any wrongdoing as early as possible.
Confidentiality
The Company will take all reasonable steps to protect the identity of the Whistleblower and will adhere to any statutory requirements in respect of the confidentiality of disclosures made. The Company will not disclose the Whistleblower’s identity unless:
• He or she consents to the disclosure; or
• The disclosure is required or permitted by law.
Unauthorised disclosure of the identity of a Whistleblower, or information from which the identity of that Whistleblower could be inferred, will be regarded as a disciplinary matter and will be dealt with in accordance with the Company’s disciplinary procedures.
Risk & Compliance will report promptly to the Company Board regarding any Reportable Conduct that may have material repercussions for the Company.
How are Whistleblower Notifications investigated?
We investigate and record all concerns confidentially, fairly and objectively. The investigation process can vary depending on the precise nature of the conduct being investigated. The purpose of the investigation is to determine whether or not raised concerns are substantiated, with a view to then rectifying any wrongdoing uncovered to the extent that this is practicable in all the circumstances.
Communicating with you about your Whistleblower Notification
The responsible person who is investigating the report will inform you about the outcome of the investigation.
Potential outcomes are:
• Your concern was substantiated and appropriate actions have been taken
• Your concern was not substantiated and no further action will be taken unless further evidence becomes available
• A determination was not possible and no further action will be taken unless further evidence becomes available.
You might be provided with further feedback, subject to the privacy and confidentiality rights of the individual under investigation or any other confidentiality requirement.
6 WHISTLEBLOWER PROTECTIONS
We understand that Whistleblowers may be worried about possible repercussions from reporting a concern. If you have reasonable grounds to suspect Reportable Conduct, even if your concerns were mistaken, we will support and protect you. We will also provide relevant protection and support to those who are not directly employed by the Company at the time the report is made.
The Company does not tolerate retaliation or adverse action related to a Whistleblower Notification. Anyone found to be victimising or disadvantaging someone for making a disclosure under this Policy will be disciplined and potentially dismissed.
Anyone covered by this Policy may approach or seek advice from Risk & Compliance before, during or after making the report. The Company must protect you by:
• Ensuring confidentiality in the investigation, and
• Protecting, as far as legally possible, your identity.
If you believe you have suffered personal disadvantage in violation of this Policy, we encourage you to report this immediately.
Civil and criminal penalties for disclosing a Whistleblower’s identity or victimising a Whistleblower are applicable for the Company and individual, including:
• For the Company the maximum civil penalty is set at 50,000 penalty units ($10.5 million as at 18 April 2019), three times the benefit derived or detriment avoided, or 10% of annual turnover (up to 1 million penalty units, $210 million as at 18 April 2019); and
• For individuals who disclose a Whistleblower’s identity or cause detriment to a Whistleblower, the penalty is $200,000 (as at 18 April 2019).
In addition, compensation orders and other remedies may be awarded by a Court to a Whistleblower who has suffered detrimental conduct.
7 TRAINING & AWARENESS
Training on the Whistleblower Policy must be conducted on annual basis and may involve online training and face-to face sessions with all staff.
8 POLICY REVIEW
This Policy must be reviewed in accordance with the review cycle in the Governing Documents Register, or earlier in the case of material operational or regulatory change.
The review of the Policy must involve at a minimum the Policy Owner and Risk & Compliance.
9 REPORTING
The Risk and Compliance Manager must report to the Board on the Whistleblower Notifications quarterly.
10 WHERE IS THE POLICY PUBLISHED?
This Policy is available internally on the Intranet.
