Whistleblower
Policy

1.Purpose

The purpose of this Policy is to ensure any concerns raised regarding misconduct or improper state of affairs or circumstances are dealt with effectively, securely, appropriately and in accordance with the Corporations Act 2001 (Cth) (the Corporations Act).

Workers must contact the Human Resources Department (HR), Internal Audit Department and/or the CEO if they are ever uncertain about the laws and regulations that relate to their day-to-day business activities.

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

2. Scope

This standard applies to all Merredin Farms operations and applies to any person who is, or has been, any of the following with respect to Merredin Farms pty ltd i.e. eligible whistleblowers:

  • Worker

  • Officer

  • Director

  • Contractor (including sub-contractors and employees of contractors)

  • Supplier (including employees of suppliers)

  • Consultant

  • Auditor

  • Associate; and

  • Relative, dependent, spouse, or dependent of a spouse of any of the above.

3. Definitions

  • Worker:
    a worker is any person who carries out work for Merredin Farms, including work as an employee, contractor, subcontractor, self-employed person, outworker, apprentice or trainee, work experience student, employee of a labour hire company placed with a 'host employer' and volunteers.

  • Employer: Merredin Farms

4. Standard

4.1 Overview

Merredin Farms is fully committed in maintaining the highest standards of ethics, honesty, corporate compliance, openness, and accountability for itself. It recognises that all employees of Merredin Farms including those located at different locations as well as suppliers, customers, consultants, and other stakeholders have an important role to play in achieving these goals.

This document establishes the standards and procedures to be followed for reporting of any violations (probable or actual) of the Code of Conduct, fraud and corruption, the company’s internal policies and procedures and any misconduct or improper state of affairs.

This standard provides stakeholders such as suppliers, customers, consultants, and any other concerned parties with a well-founded concern, with a method of reporting this concern anonymously. The cornerstone of the whistleblowing mechanism is complete confidentiality of disclosures. Equally important is Merredin Farms’s commitment to protect those raising a genuine concern from any retaliation or detriment to their continued employment, career and/or reputation.

4.2 Ownership

This Standard is under the control of the Audit Committee (AC) at Merredin Farms. A copy of the Standard will be distributed to new employees upon joining Merredin Farms and all stakeholders. Also, a soft copy shall be shared through Merredin Farms’s intra-net and made available to all Merredin Farms workers. The standard is also available to persons outside the organisation and can be accessed on Merredin Farms’s website.

4.3 Reportable Conduct

The Whistleblowing standard is intended for the reporting of concerns when a person has reasonably ground to believe that a Merredin Farms director, officer, worker, contractor, supplier, consultant or other person who has business dealings with Merredin Farms has engaged in conduct (Reportable Conduct) which is (without limitation):

  • Unethical, 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 the Merredin Farms Code of Conduct,

  • Potentially damaging to Merredin Farms, its employees or a third party,

  • Oppressive or grossly negligent,

  • Misconduct and improper state of affairs,

  • A danger, or represents a danger to the public or financial system,

  • Harassment, discrimination, victimisation or bullying.

  • Unacceptable accounting practices,

  • Misrepresentation of facts,

  • Failure to comply with any legal obligations including failing to comply with the terms of a contract and failing to keep records as required by law,

  • Abuse of Delegated Authorities,

  • Misuse of Merredin Farms assets,

  • Health and safety risks, including risks to the public as well as to other employees, contractors, and stakeholders,

  • Deliberate concealment of any of the above, and/or

  • Other unethical conduct.

Any disclosures that do not fall within the definition of Reportable Conduct will not qualify for protection under the Corporations Act. It will be at Merredin Farms’s discretion whether it considers there is a reasonable suspicion that the Reportable Conduct is occurring and/or whether the conduct constitutes “misconduct or improper state of affairs” under the Corporations Act.

All disclosures must be raised in good faith. This means that, anyone who abuses these procedures (for example by maliciously raising a concern they know to be untrue) may be subject to disciplinary action up to, and including, termination of employment.

For the avoidance of doubt, Reportable Conduct does not include personal work-related grievances. 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 Merredin Farms. 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.

Personal work-related grievances should be reported to your manager or in accordance with Merredin Farms internal policies.

4.4 Making a Disclosure

If a worker of Merredin Farms, and/or an external stakeholder, has a concern about possible misconduct falling within the scope of this Policy, there are several ways in which a disclosure can be made.

If a worker of Merredin Farms, and/or an external stakeholder, has a concern about possible misconduct falling within the scope of this Policy, there are several ways in which a disclosure can be made.

You may report any Reportable Conduct to a Whistleblower Protection Offer through the following:

  • The General Manager of the company – see organisational chart for contact information

  • The Senior Support Service Manager– see organisational chart for contact information

Whistleblower may also disclose any Reportable Conduct to whistleblowing@MerredinFarms.com.au.

Alternatively, if the misconduct relates to the Senior Leadership or any member of internal audit Department, workers must directly report their concerns to the Chairman or any member of the Audit Committee (AC).

Individuals are also encouraged to contact the above Whistleblower Protection Officers to obtain any additional information they may require before making a disclosure or for any clarification regarding this standard.

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

  • officers.

  • directors.

  • senior managers.

  • auditor or member of an audit team conducting an audit of Merredin Farms.

  • actuary.

The Whistleblower Protection Officer or eligible recipient will safeguard their interests and will ensure the integrity of the reporting mechanism.

Whistleblower may also disclose any Reportable Conduct to whistleblowing@MerredinFarms.com.au. Alternatively, if the misconduct relates to the Senior Leadership or any member of internal audit Department, workers must directly report their concerns to the Chairman or any member of the Audit Committee (AC).

The Whistleblower does not need to provide proof of his/her concerns. He/she simply need to believe that the information disclosed is in good faith and on reasonable grounds.

The relevant party who receives the disclosure will prepare a report which details the concerns raised by you to a Whistleblower Protection Officer. Any information contained in the report will be kept confidential, except as required by law or where disclosure is necessary to regulatory authorities, law enforcement agencies or professional advisors to Merredin Farms.

4.4.1 Anonymity

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

Where a disclosure has been made externally and contact details have been provided, those contact details will only be provided to a Whistleblower Protection Officer with their consent.

4.4.2 Reporting to Regulators

Whistleblowers 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. Whistleblowers will be covered by the protections outlined in this standard if reported to ASIC or APRA.

4.4.3 Reporting to a Legal Practitioner

Whistleblowers may choose to discuss their concerns with a legal practitioner for the purposes of obtaining legal advice or representation. They will be covered by the protections outlined in this standard if reported your to a legal practitioner.

4.4.4 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 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.

  • a Member of the Parliament of the Commonwealth or of a State or Territory parliament

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

  • they have previously disclosed the information to ASIC or APRA

  • at least 90 days has passed since the previous disclosure was made

  • they have reasonable grounds to believe that action is not being taken to address the matters which they have disclosed

  • they have reasonable grounds to believe that making a further disclosure to a journalist or member of parliament would be in the public interest

  • they have given written notification, including sufficient information to identify the previous disclosure to the authority to which the previous disclosure was made that they intend on making a public interest disclosure

  • the extent of information disclosed is no greater than is necessary to inform the recipient of the misconduct or improper state of affairs

Whistleblowers will be qualified for protection where they have made a public interest disclosure if:

  • they have previously disclosed the information to ASIC or APRA.

  • they 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

  • they have given written notification, including sufficient information to identify the previous disclosure to the authority to which the previous disclosure was made that they 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.

4.5 Format for submitting the Disclosure

While there is no mandatory specific format for submitting a Disclosure the following details are must be mentioned:

  • Brief description of the Malpractice, giving the names of those alleged to have committed or about to commit a Malpractice. Specific details such as time and place of occurrence are also important.

  • In case of letters, the disclosure should be sealed in an envelope marked “Whistleblower” and addressed to the Whistleblower Protection Officer or Head of Internal audit and/or AC on the person against whom disclosure is made.

4.6 Investigation

Merredin Farms will investigate all matters reported under this standard as soon as practicable after the matter has been reported. The Whistleblower 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 Whistleblower Protection Officer or external investigator will contact the Whistleblower, by their preferred method of communication to discuss the investigation process and any other matters that are relevant to the investigation.

Where they have chosen to remain anonymous, their identity will not be disclosed to the investigator or to any other person and the Merredin Farms will conduct the investigation based on the information provided to it.

Where possible, the Whistleblower Protection Officer will provide them 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 bases for not doing so).

To the extent permitted by law, the Whistleblower Protection Officer may inform the Whistleblower and/or a person against whom allegations have been made of the findings. Merredin Farms will document the findings in a report however any report will remain the property of Merredin Farms and will only be shared with the Whistleblower or any person against whom the allegations have been made if Merredin Farms deems it appropriate.

If fraud is discovered, or there is a reasonable basis to believe that fraud may have occurred, the Audit Committee is responsible for ensuring that an investigation is undertaken. Criteria should be in place describing the Audit Committee’s level of involvement, based on the severity of the offense. The Audit Committee will also want to obtain information about all violations of the law and the organisation’s policies. Forensic professional team frequently can also provide the Audit Committee with other related advisory services, namely:

  • evaluations of controls designs and operating effectiveness through compliance verification; (2) creation of special investigations units (SIUs)

  • incident management committees

  • disclosure risk controls

  • ethics hotlines and a code of conduct.

The Audit Committee can engage the incumbent audit firm to carry out a forensic/fraud investigation. If fraud is discovered and an investigation is necessary, the Audit Committee and forensic team should be engaged to determine how best to proceed with the investigation.

In cases where there is a legal obligation to communicate the information to public bodies responsible for the prosecution of crimes, the Audit Committee/Board of Director will instruct Human Resources to forward the report to the relevant competent authority.

4.7 Protection of Whistleblowers

Merredin Farms 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.

4.7.1 Protection from legal action

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

4.7.2 Protection against detrimental conduct

Merredin Farms (or any person engaged by Merredin Farms) will not engage in ‘Detrimental Conduct’ against them if they have made a disclosure under this standard.

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.

Merredin Farms 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.

Merredin Farms will take all reasonable steps to protect Whistleblowers from Detrimental Conduct and will take necessary action where such conduct is identified. If appropriate, Merredin Farms may allow Whistleblowers to perform their duties from another location or reassign them to another role (at the same level) or make other modifications to their workplace or duties to protect them from the risk of detriment.

If Whistleblowers are subjected to Detrimental Conduct as a result of making a disclosure under this policy or participating in an investigation, they should inform a Whistleblower Protection Officer or eligible recipient in accordance with the reporting guidelines outlined above.

They may also seek remedies including compensation, civil penalties, or reinstatement if:

  • they suffer loss, damage, or injury because of a disclosure; and

  • Merredin Farms failed to take reasonable precautions and exercise due diligence to prevent any Detrimental Conduct.

4.7.3 Protection of Confidentiality

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

They will not be required to provide their name when making a disclosure. To make a disclosure on an anonymous basis, it is recommended that they use a pseudonym and contact the Whistleblowing Protection Officers in the manner outlined above.

If Whistleblowers report on an anonymous basis, they will still qualify for the protections in this standard.

If they make a disclosure under this standard, their identity (or any information which would likely to identify them) will only be shared if:

  • they give their 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 their identification, all reasonable steps will be taken to reduce the risk that they will be identified. For example, all personal information or reference to them witnessing an event will be redacted from any report, they will be referred to in a gender-neutral context, where possible they will be contacted to help identify certain aspects of their disclosure that could inadvertently identify them. Any disclosure under this standard will also be handled and investigated by qualified staff.

Merredin Farms will also take the following measures for protecting Whistleblowers identity:

  • all paper and electronic documents and other materials relating to disclosures will be stored securely.

  • access to all information relating to a disclosure will be limited to those directly involved in managing and investigating the disclosure.

  • only a restricted number of people who are directly involved in handling and investigating a disclosure will be made aware of their identity (subject to the Whistleblowers consent) or information that is likely to lead to their identification.

  • communications and documents relating to the investigation of a disclosure will not be sent to an email address or to a printer that can be accessed by other staff; and

  • each person who is involved in handling and investigating a disclosure will be reminded about the confidentiality requirements, including that an unauthorised disclosure of your identity may be a criminal offence.

If Whistleblowers are concerned that their identity has been disclosed in relation to a disclosure, and without their consent, they should inform a Whistleblower Protections Officer or eligible recipient immediately.

4.8 Non-Retaliation

Merredin Farms is fully committed taking all necessary measures to protect workers and other stakeholders who, in good faith, have made reports through the Whistleblowing Mechanism, against any retaliation from peers, managers and/or other involved parties.

No worker who in good faith reports a violation of the Corporate’s Code of Conduct or other policies and procedures and/or applicable laws and regulations shall suffer discrimination, including but not limited to, harassment, retaliation or other adverse employment or reputational consequences.

Additionally, any worker who individually retaliates against someone who has reported a violation in good faith will be subject to disciplinary action up to and including termination of employment.

Lastly, workers are strictly prohibited from conducting any investigation of facts and matters on their own accord and are not allowed to discuss any such confidential matters within or outside the Corporate.

However, anyone filing a complaint concerning a violation or suspected incident must be acting in good faith and must have reasonable grounds to believe that the information disclosed potentially indicates a violation of Merredin Farms and its policies and procedures and/ or other applicable laws and regulations. Any allegations that prove not to be substantiated or prove to have been maliciously made or made with the knowledge of their falsity will be regarded as a serious offence and will be subject to disciplinary actions.

4.9 Support available

Any worker who makes a disclosure under this standard or is implicated as a result of a disclosure that is made may access the Merredin Farms’s Employee Assistance Program (EAP), Acacia Connection, which is a free and confidential counselling service on 1300 364 273.

Where appropriate, Merredin Farms may also appoint an independent support person from the Human Resources team to deal with any ongoing concerns Whistleblowers may have.

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

4.10 Responsibilities of the Whistleblower Protection Officer

The responsibilities of Whistleblower Protection Officer and any person involved in investigating a disclosure shall include:

  • Receive, retain, and investigate complaints and concerns of employees or external stakeholders regarding questionable accounting and/or operational and ethical practices as reported through the Whistleblowing Mechanism or otherwise.

  • Issue a written investigation report and recommendation to the Audit Committee and Board of Directors for final approval.

At a high level, the Whistleblower Protection Officer will:

Plan and Conduct the Investigation

  • The key element of planning the investigation is to assign an appropriate team of experts that will be responsible for carrying out the investigation. Each team member shall be assigned and defined his responsibilities to be undertaken during the investigation.

  • Effective automated systems must be used to identify potential red flags within any financial transactions. Data analysis, continuous monitoring and auditing techniques and other technology tools should be used effectively to detect Fraud activity, where applicable.

  • Report the investigation findings and issue recommendation on corrective actions, if any

  • The results of the investigation will be captured in an investigation report and recommendation will be issued for further course of action.

4.11 Record keeping

All investigation report and recommendation issued by the Whistleblower Protection Officer will be recorded in a register held by Human Resources and/or Internal Audit Departments and/or otherwise suggested by the Audit Committee. The register will track the incident receipt date, investigation process, recommendation and any resolutions/ corrective actions taken. The information will be maintained for a minimum of seven years from the close of the investigation, except where otherwise required by applicable law.

Information related to a report that is found to be unsubstantiated will be deleted within two months after the investigation is closed, unless a related disciplinary procedure or legal proceeding is initiated against any person implicated in the report or the author of the report.

The Whistleblower may ask to see whether his/her disclosures have been recorded accordingly. Here too, the Whistleblower’s identity must be kept confidential as per the Confidentiality guidelines of this Policy