Veriu Group Whistleblower Policy

1. Purpose of this policy

Respect, integrity and accountability are fundamental values of Veriu Group. In support of these values, Veriu Group aims to foster a culture of lawful, ethical conduct and good corporate governance.

The purpose of this policy is to:

• assist Veriu Group in deterring inappropriate conduct; and
• provide information on how individuals can report inappropriate conduct, and the protections that are available should they choose to do so.

Capitalised terms used throughout this policy are defined in the Table of Terms located in section 10 of this policy.

2. Who does this policy apply to?

This policy applies to all Veriu Group team members, as well as the other persons defined as an Eligible Discloser in the Table of Terms.

3. What matters does this policy apply to?

This policy applies to matters that are, or may be, a Disclosable Matter. A Disclosable Matter may be something an Eligible Discloser has actual knowledge has occurred, or something they suspect has occurred, so long as they have arrived on such suspicion with reasonable grounds. Some examples of Disclosable Matters are the following:

• illegal conduct such as violence or threats of violence, theft or drug related offences, and criminal damage against property;
• fraudulent or corrupt conduct, money laundering or misappropriation of funds;
• financial irregularities;
• failure to comply with legal or regulatory requirements;
• unfair, unethical or deceptive dealing with customers or suppliers of Veriu Group;
• conduct that risks the health or safety of any person;
• human rights abuses; and
• engaging in or threatening detrimental conduct against somebody who has made, or is planning to make, a report under this policy (whether suspected or believed).

The Table of Terms contains a more extensive list of the types of issues that may be a Disclosable Matter.

Issues that are solely Personal Work-Related Grievances are not Disclosable Matters under this policy, and do not qualify for protection under the Whistleblowing Laws. If your matter is a Personal Work-Related Grievance, then Veriu Group encourages you to address your concern by following the process contained in Veriu Group’s Grievance Policy.

It is possible for an Eligible Discloser to still qualify for protection under the Whistleblowing Law even if their disclosure turns out to be incorrect, so long as they had reasonable grounds to suspect that a Disclosable Matter existed at the time their disclosure was made.

4. Reporting a Disclosable Matter

4.1 Who should a disclosure be made to?

To enable disclosures to be addressed in a timely manner, Veriu Group encourages Eligible Disclosers to report Disclosable Matters to one of our Nominated Whistleblower Officers listed below:

Nominated Whistleblower Officers

Reports may also be made in person or posted to the Nominated Whistleblower Officer at Veriu Group’s Corporate Office located at Suite 13.03, Level 13, 484 St Kilda Road, Melbourne VIC 3004.

Disclosable Matters may also be reported to:

• Other Veriu Group Recipients;
• ASIC or APRA (for Corporations Act matters only); or
• The Commissioner of Taxation through the ATO or the TPB (for Taxation Act matters only).

Further details of these recipients are provided in the Table of Terms.

4.2 What information should be provided?

As much information as possible should be included in a disclosure made under this policy, together with the extent that the Eligible Discloser consents to their identity being disclosed to the Whistleblower Response Team or other persons involved in any potential investigation.

The kind of information that should be provided is contained in the example Whistleblowing Report in Annexure A to this policy. The use of the report in Annexure A is helpful but not mandatory. Disclosures made in writing to Veriu Group not using the form in Annexure A, should be labelled as a “Whistleblowing Report” to enable the disclosure to be dealt with in an appropriate and timely manner.

4.3 Can a disclosure be made anonymously?

Disclosures may be made anonymously, and Eligible Disclosers may elect to remain anonymous over the course of any resulting investigation, including after it has been finalised. In addition, disclosures may be made on a partially anonymous basis, and Eligible Disclosers may adopt a pseudonym for the purpose of making a disclosure.

If a report is made on an anonymous basis, Veriu Group would prefer ongoing two-way communication is maintained, to assist with follow-up questions and to provide feedback. Eligible Disclosers may refuse to answer questions in such conversations with Veriu Group if they feel their identity could be revealed.

While it is the Eligible Discloser’s choice as to whether they disclose their identity, if a report is made entirely anonymously it may limit the scope of any investigation into the subject matter.

5. How are Whistleblowers protected?

Persons who make a Qualifying Disclosure are referred to as a “Whistleblower” in this policy and are protected by the Whistleblowing Laws in the manner detailed below in sections 5.1 to 5.4. The Whistleblowing Laws contain specific requirements for a disclosure of information to be considered a Qualifying Disclosure, further information on these requirements is contained in the Table of Terms.

5.1 Identity protection (confidentiality)

If the Whistleblower’s report is made to a member of Veriu Group, then their identity, and any information that may identify them, is required to be kept confidential by Veriu Group unless the Whistleblower provides consent for their identity to be disclosed. Veriu Group is permitted to disclose a Whistleblower’s identity only in the following circumstances:

• as part of a report made to ASIC or APRA (for Corporations Act matters);
• as part of a report made to the Commissioner of Taxation (for Taxation Act matters);
• as part of a report made to a member of the Australian Federal Police; or
• to a legal practitioner as part of obtaining legal advice in relation to the requirements of the whistleblowing provisions in the relevant Whistleblowing Law.

Veriu Group may disclose other information contained in a Qualifying Disclosure, with or without the Whistleblower’s consent, so long as:

• the information does not include the Whistleblower’s identity;
• Veriu Group has taken all reasonable steps to reduce the risk that the Whistleblower will be identified from the information disclosed; and
• it is reasonably necessary for investigating the issues raised in the Qualifying Disclosure.

It is unlawful for a member of Veriu Group to disclose a Whistleblower’s identity, or information that is likely to lead to identification of a Whistleblower outside of the circumstances outlined above.

The relevant Whistleblowing Law should be consulted, and independent legal advice sought, regarding the identity protection obligations applicable to recipients external to Veriu Group.

5.2 Protection from detrimental acts or omissions

It is an offence under the Whistleblowing Laws for anyone to engage in conduct that causes a person detriment if they believe or suspect that person has made, or proposes to make, a Qualifying Disclosure. It is also an offence for anyone make threats to cause detriment, whether that threat is express or implied. Examples of detriment include, but are not limited to:

• suspension or termination of employment, demotion or a change in a person’s duties to their disadvantage;
• alteration to the conditions of a person’s employment to their 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; and
• damage to a person’s property, reputation, business or financial position.

However, the following actions taken by Veriu Group would not be considered detrimental conduct:

• relocating a person to another work area or work location to protect them from detriment; and
• performance management if it is consistent with Veriu Group’s performance management framework.

5.3 Compensation and other remedies

Whistleblowers may seek compensation, and other remedies, through the courts if:

• they suffer loss, damage or injury as a result of experiencing detrimental conduct associated with a Qualifying Disclosure; and
• Veriu Group failed to take reasonable precautions and exercise due diligence to prevent such detrimental conduct occurring.

Whistleblowers should seek independent legal advice if they wish to seek compensation or another remedy through the courts.

5.4 Civil, criminal and administrative liability protection

The Whistleblowing Laws provide Whistleblowers with protection from the following in relation to their disclosure:

• civil liability (e.g. legal action against them for breach of an employment contract, duty of confidentiality or another contractual obligation);
• criminal liability (e.g. attempted prosecution for unlawfully releasing information, or other use of the disclosure against them in a prosecution (other than for making a false disclosure)); and
• administrative liability (e.g. disciplinary action for making the disclosure).

These protections do not grant Whistleblowers immunity for any misconduct they have engaged in that is revealed in their disclosure.

6. Support and practical protection for Whistleblowers

Veriu Group will use a combination of the following measures to support Whistleblowers and protect them from experiencing detriment as a result of reporting a Disclosable Matter.

6.1 Support services

Current Veriu Group team members can access independent and confidential counselling through OCP by calling 1800 319 811 or book a session online at https://myocp.co/au – and advise you would like some support and that you work for Veriu Group.

6.2 Identity protection and information security

Veriu Group will take the following steps to reduce the risk of a Whistleblower being identified from the information they provide, and to maintain confidentiality in a Qualifying Disclosure:

• unless the Whistleblower has consented to their identity being known, all personal information relating to the event will be redacted;
• the Whistleblower will be referred to in a gender-neutral context;
• where possible, the Whistleblower will be contacted to help identify certain aspects of their disclosure that could inadvertently identify them; and
• all paper and electronic documents, and other materials relating to Qualifying Disclosures will be stored securely and treated on a strictly confidential basis;
• access to all information relating to a Qualifying Disclosure will be limited to those directly involved in managing and investigating the disclosure;
• only members of the Whistleblower Response Team and people who are directly involved in investigating a Qualifying Disclosure will be made aware of a Whistleblower’s identity or information that is likely to lead to the identification of the Whistleblower (subject to the Whistleblower’s consent);
• communications and documents relating to the investigation of a Qualifying Disclosure will not be sent to an email address or to a printer that can be accessed by other team members; and
• each person who is involved in handling and investigating a Qualifying Disclosure will be reminded about the confidentiality requirements, including that an unauthorised disclosure of a Whistleblower’s identity may be a criminal offence.

In practice, and despite the best endeavours of the people involved, other people may be able to guess a Whistleblower’s identity if:

• the Whistleblower has previously mentioned to other people that they are considering making a disclosure;
• the Whistleblower is one of a very small number of people with access to the information in their disclosure; or
• the Whistleblower’s disclosure relates to information that they have previously been told privately and in confidence.

6.3 Protection from detriment

As soon as possible after a Qualifying Disclosure is received, Veriu Group will conduct a risk assessment of potential detriment to enable the provision of pro-active support measures to the Whistleblower. The nature and extent of protective measures provided will depend on the Whistleblower’s role within, or connection to, Veriu Group and the subject matter of the Qualifying Disclosure. By way of example, for Whistleblowers who are current Veriu Group team members the following measures may be appropriate:

• tailored strategies to help the Whistleblower minimise and manage stress, time or performance impacts, or other challenges resulting from their disclosure or its investigation; and
• where suitable, modifications may be made to the workplace of the Whistleblower, or team members associated with a Qualifying Disclosure, to protect the Whistleblower from risk of detriment. For example, the Whistleblower may be permitted to perform their duties from another location, reassigned to another role at the same level, or other modifications may be made to the discloser’s workplace or the way they perform their work duties. Alternatively, other team members involved in the Qualifying Disclosure may be reassigned or relocated.

6.4 If a Whistleblower experiences detriment as a result of their disclosure

If a Whistleblower believes they have suffered detriment as a result of their disclosure, then they should notify Veriu Group as soon as possible. This notification can be made to a Nominated Whistleblower Officer or Other Veriu Group Recipient, and does not have to be made to the recipient of the original Qualifying Disclosure.

Breaches of confidentiality by Veriu Group team members, or actions that cause a Whistleblower detriment, are considered serious misconduct, and will result in disciplinary action.

A Whistleblower may also make a complaint of detriment to ASIC, APRA or the ATO.

7. Veriu Group’s process for handling and investigating a disclosure

• After a Disclosable Matter is reported to a Nominated Whistleblower Officer that person will assess whether the disclosure has the necessary elements to be a Qualifying Disclosure. This assessment process will generally be conducted within a maximum of five business days. The Nominated Whistleblower Officer may seek internal or external legal advice when making this assessment.
• If the Eligible Discloser has provided their contact details, then they will be informed of the outcome of the Nominated Whistleblowing Officer’s assessment once it is completed.
• If the disclosure contains the necessary elements to be a Qualifying Disclosure, then it will be referred to the Whistleblower Response Team.
• The Whistleblower Response Team will then determine the most appropriate manner to respond to the subject matter of the Qualifying Disclosure. The nature and extent of the actions taken by the Whistleblower Response Team will vary depending on the nature of the disclosure and the level of information provided. Potential outcomes may include reporting certain details to authorities or referring the matter to formal investigation. The Whistleblower may be requested to provide further information before a formal investigation can commence. The formal investigation may be conducted by the Whistleblower Response Team, another Veriu Group team member who possesses the necessary qualifications to assess the subject matter, or an external investigator.
• Not every disclosure will result in a formal investigation being undertaken. However, if a Qualifying Disclosure is referred to formal investigation, any investigation will be conducted by an investigator who has no personal interest in the matter. This investigator may engage other persons to assist with the investigation, who may be internal or external to the company, and will be determined at the point in time, depending on the subject matter of the disclosure, and whether any specialist skills or expertise are required to conduct the investigation.
• The investigator will be responsible for making inquiries and collecting evidence. As part of the investigation process, the investigator will allow the person/s mentioned in the disclosure an opportunity to respond to the allegations (unless there are confidentiality or other reasons not to do so). The length of this formal investigation process will depend on the number of inquiries required to be made, the availability of witnesses and the level of evidence requiring collection.
• Where a disclosure has been made anonymously, the investigation will be conducted on the information provided. While there is no requirement for a Whistleblower to provide their contact details when making a disclosure, the investigator may not be able to conduct a complete investigation without contact details if, for example, information is unclear.
• If the Whistleblower provides contact details, and consent for Veriu Group to contact them, then Veriu Group will keep the Whistleblower updated on the progress of the investigation (subject to considerations of privacy for other parties involved).
• The outcome of the investigation will be reported to the directors of Veriu Group (protecting the Whistleblower’s identity, if applicable).

8. How will Veriu Group ensure fair treatment of individuals mentioned in a disclosure?

Veriu Group will provide fair treatment to all team members mentioned in a Qualifying Disclosure, including team members who are the subject of a Qualifying Disclosure, by:

• handling Qualifying Disclosures in accordance with the confidentiality provisions of this policy, maintaining confidentiality in team members the subject of a Qualifying Disclosure where practical and appropriate in the circumstances;
• when an investigation needs to be undertaken, ensuring the process is be objective, fair and independent, with the intention of all investigations to determine whether there is enough evidence to substantiate or refute the matters reported;
• when a team member is the subject of a Qualifying Disclosure, advising them of the disclosure as and when required by the principles of natural justice and procedural fairness;
• providing a team member the subject of a Qualifying Disclosure with a reasonable opportunity to provide feedback on the subject matter of the disclosure prior to any adverse actions being taken; and
• referring all team members mentioned in a Qualifying Disclosure to Veriu Group’s support services.

9. Availability of this policy

• This policy may be accessed at the following locations:
  • the Punthill website (www.punthill.com.au);
  • the Veriu website (www.veriu.com.au); and
  • internally on the Veriu Group SharePoint Hub and Elmo.
• In addition, team members will receive briefing on this policy at the commencement of their employment with refresher briefings on a yearly basis.

10. Table of Terms

The Table of Terms below contains definitions and additional information for capitalised terms used in this policy.

Annexure A – Whistleblowing Report