Whistleblower Policy

Purpose

Force Technology International Pty Ltd (Company) is committed to a culture of corporate compliance and high ethical behaviour.

This policy deals with certain issues relating to misconduct, malpractice, internal controls and conflicts of interest to ensure compliance with the laws and regulations applicable to the Company and its employees, contractors and suppliers, and to deal with concerns that are likely to arise in the work environment.

Application

This policy will be available on the Company’s website, and applies to:

all current and previous, permanent and fixed term directors and employees of the Company (Employees);
all current and previous contractors of the Company;
clients of the Company; and
suppliers of the Company.

Any of these parties listed above will qualify as a whistleblower (Whistleblower), and be afforded the protections as set out in this policy, when disclosing or making a report of any malpractice, misconduct or conflicts of interests concerning the Company (Reportable Conduct).

Objectives

The objectives of this policy are to:

encourage Employees, contractors and suppliers to disclose any Reportable Conduct of which they become aware;
provide protection for Employees, contractors and suppliers who report allegations of any Reportable Conduct; and
ensure that all allegations are thoroughly investigated with suitable action taken, where necessary.

Policy

This policy is designed to ensure that honesty and integrity is maintained.

A Whistleblower is protected against adverse employment actions (dismissal, demotion, suspension, harassment, or other forms of discrimination) for raising allegations of Reportable Conduct.

Subject to this policy, a Whistleblower is protected even if the allegations prove to be incorrect or unsubstantiated.

Employees who participate or assist in an investigation will also be protected.

Every effort shall be made to protect the anonymity of the Whistleblower, however there may be situations where anonymity cannot be guaranteed.

In such situations, the Whistleblower shall be fully briefed before their identify is required to be disclosed to facilitate an investigation into any Reportable Conduct.

This policy is not designed to deal with general employment grievances and complaints.

All Employees should be aware that if an Employee makes a false report deliberately, maliciously, or for personal gain, that Employee may face disciplinary action.

Below are some examples of Reportable Conduct in relation to the Company:

dishonesty;
fraud;
corruption;
illegal activities (including theft, drug sale/use, violence, threatened violence, or criminal damage against Company assets/property);
discrimination, vilification, sexual harassment, harassment, bullying and victimisation;
acts or omissions in breach of Commonwealth or state legislation or local authority by-laws;
unethical behaviour;
other serious improper conduct (including gross mismanagement, serious and substantial waste of Company resources, or repeated breaches of administrative procedures);
unsafe work-practices or environmental damage;
any other 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 any of its personnel; and
the deliberate concealment of information tending to show any Reportable Conduct as listed above.

Protection of Whistleblower

This policy protects the Whistleblower against any reprisals, provided that the Whistleblower identifies himself/herself, and the report is:

submitted in good faith and without any malice or intentionally false allegations;
based on the Whistleblower's reasonable belief that the conduct being reported, or an issue related to it, constitutes, or may constitute, a material violation of this policy; and
not designed to result in a personal gain or advantage for the Whistleblower.

No alleged Reportable Conduct that meets the above-mentioned conditions will give rise to any reprisals or threat of reprisals against the Whistleblower, unless the Whistleblower is a participant in the relevant Reportable Conduct about which the report is made.

In those circumstances, the decision to make a report of the Reportable Conduct is only likely to affect the extent of the disciplinary measures (if any) that may eventually be taken against the Whistleblower.

This effectively means that the Company and its Employees will not penalise, dismiss, demote, suspend, threaten or harass a Whistleblower, or transfer the Whistleblower to an undesirable job or location, or discriminate in any manner against the Whistleblower, to take reprisals or retaliate as a result of the Whistleblower having reported an act that is illegal or unethical, or deemed illegal or unethical, unless the Whistleblower is a participant in the illegal or unethical act(s).

The Company considers any reprisals against a Whistleblower to be a serious breach of this policy and one likely to result in disciplinary measures, including dismissal. This protection applies to anyone providing information related to an investigation pursuant to this policy.

Confidentiality

The Company recognises that maintaining appropriate confidentiality is crucial in ensuring a potential Whistleblower comes forward and discloses their knowledge or suspicions about Reportable Conduct in an open and timely manner and without fear of reprisals being made against them.

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.

In appropriate cases, disclosure of the identity of the Whistleblower or the allegation made by them may be unavoidable, such as if court proceedings result from a disclosure pursuant to this policy.

Where any disclosure is required to be made in accordance with this section, it will only be made to those persons strictly having a need to know for the purposes of investigating the fact and substance of the report in question, and the Company will use all reasonable endeavours to preserve the anonymity of the Whistleblower.

Communications with the Whistleblower

The Company shall ensure that, provided a Whistleblower’s report was not submitted anonymously, the Whistleblower is kept informed of the outcomes of the investigation of the relevant allegations, subject to considerations of privacy of those against whom allegations are made.

Reporting Procedures

Any person who has reasonable grounds to suspect that Reportable Conduct has occurred is encouraged to report that suspicion to the person's manager, and the manager will then report the allegation to the investigator.

If this is considered inappropriate given the circumstances of the Reportable Conduct, the Whistleblower is encouraged to raise any concerns or allegations with the CEO by phone or email, as set out at the end of this policy.

Any items of concern may also be raised with the CFO, or if the allegations of Reportable Conduct concern either of the CEO or CFO, the Whistleblower should contact one of the Directors of the Company, as identified and set out at the end of this policy.

All reports of Reportable Conduct should provide specific, adequate and pertinent information with respect to, among other things, dates, places, persons/witnesses, amounts, and other relevant information, in order to allow for a reasonable investigation to be conducted.

If the Whistleblower discloses his/her name, the person receiving the report will acknowledge having received it and may initiate a follow-up meeting.

However, if the report of Reportable Conduct is submitted on an anonymous basis there will be no follow-up meeting regarding the report and the Company will be unable to communicate with the Whistleblower if more information is required or if the matter is to be referred to external parties for further investigation.

Please remember that all reports of Reportable Conduct received are treated on a confidential basis and Whistleblowers are encouraged to disclose their identity to obtain the protection afforded to them at law.

Procedures Following Disclosure

Once a report of suspected Reportable Conduct has been received from a Whistleblower who has provided reasonable grounds for their belief that Reportable Conduct has occurred, an investigation of those allegations shall commence.

All material violations and any actions that may be required as a result of the investigations will be reported to the Senior Management Team.

Who else can disclosures be made to?

To benefit from the whistleblowing protections under law, a person wishing to make a report of Reportable Conduct is entitled to report such an issue to any one of the following people or bodies:

the Australian Securities and Investments Commission (ASIC);
the Australian Prudential Regulation Authority (APRA)
the Commissioner of Taxation, as identified in the Taxation Administration Act 1953 (Cth) (Taxation Administration Act) (for Reportable Conduct in relation to the tax affairs of the Company);
a director or member of the Senior Management Team;
an auditor, or member of an audit team conducting an audit of the Company;
an actuary of the Company;
a person authorized by the Company to receive reports of Reportable Conduct;
a lawyer, for the purposes of legal representation either generally or regarding the whistleblower protections in the Corporations Act 2001 (Cth) (Corporations Act) or the Taxation Administration Act; or
in certain circumstances only, to a member of parliament or a journalist. A person may only disclose information concerning Reportable Conduct to a member of parliament or a journalist where the disclosure is made in the public interest or in the case of an emergency, as follows:

in the case of a disclosure made in the public interest:
1. the person making the disclosure must have previously made a disclosure of the same information in accordance with this policy;
2. at least 90 days must have passed since that previous disclosure was made;
3. the person must not have reasonable grounds to believe that action is being, or has been, taken to address matters to which the previous disclosure related;
4. the person must have reasonable grounds to believe that making a further disclosure of the information would be in the public interest; and
5. the person must give the Company prior written notice that they intend to make a public interest disclosure.

in the case of an emergency disclosure:
1. the person making the disclosure must have previously made a disclosure of the same information in accordance with this policy;
2. the person must 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
3. the person must give the Company prior written notice that they intend to make an emergency disclosure.

Investigations

Investigations will be conducted promptly and fairly with due regard for the nature of the allegation of the Reportable Conduct and the rights of the persons involved in the investigation.

Evidence, including any materials, documents or records shall be held securely by the investigator.

The investigator receiving the disclosure must report it as soon as possible to the Senior Management Team.

The CEO shall then determine if the allegation is, in fact, pertinent to any of the issues mentioned in this policy.

The CEO will determine the appropriate method for the investigation of any Reportable Conduct.

In appropriate cases, the CEO may ask for the assistance of an internal or an external accounting or legal specialist, as the CEO deems necessary.

During the investigation, the investigator will have access to all of the relevant materials, documents, and records.

All Employees must, on request by the investigator or the CEO, cooperate fully with the investigator.

During the investigation, the CEO and the investigator will use all reasonable means to protect the confidentiality of the information regarding the Whistleblower.

Reporting

At the conclusion of the investigation, the investigator will prepare a report of the findings for the CEO.

Where the final report indicates that Reportable Conduct has occurred, it will include recommendations for steps to be taken to prevent the Reportable Conduct from occurring in the future, as well as any action that should be taken to remedy any harm or loss arising from the Reportable Conduct, including disciplinary proceedings against the person responsible for the conduct, and the referral of the matter to appropriate authorities, as is deemed necessary by the Management Team.

Protection of Whistleblowers – Corporations Act

Under the Corporations Act, a Whistleblower qualifies for certain protections where:

the person is a Whistleblower in relation to the Company; and
the disclosure is made to:

ASIC;
APRA;
a Commonwealth or State or Territory authority in relation to the Company;
a director or senior manager of the Company;
the auditor or a member of the audit team of the Company or an actuary of the Company;
the investigator; or
a lawyer, for the purposes of legal representation or advice either generally, or in relation to the operation of the whistleblower protections in the Corporations Act,

and the person making the disclosure provide his/her name prior to disclosing the information; and

the Whistleblower makes a report on Reportable Conduct on reasonable grounds to support that the information being disclosed concerns misconduct, or an improper state of affairs or circumstances, in relation to the Company.

The protections do not generally apply to information relating to general employment grievances and complaints, except in limited circumstances.

The following protections are given to the Whistleblower by the Corporations Act when the above conditions are met:

the Whistleblower is not subject to any civil, criminal or administrative liability (including disciplinary action) for making the report;
no contractual or other remedies may be enforced, and no contractual or other right may be exercised, against the Whistleblower on the basis of the disclosure;
in the event that the report is made to ASIC or APRA, or where the disclosure qualifies as a public interest or emergency disclosure, the report is not admissible against the Whistleblower in criminal proceedings or in proceedings for the imposition of a penalty;
anyone who causes or threatens to cause detriment to the Whistleblower in the belief or suspicion that a report has been made, or may have been made, may be guilty of an offence and liable to pay damages;
the Whistleblower’s identity cannot be disclosed to a Court or tribunal, except where considered necessary; and
the investigator or such a person appointed by the investigator to receive the report (including any person listed in the Reporting procedures section of this policy) 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 Australian Federal Police (as necessary) or a lawyer for the purpose of obtaining legal advice or representation in relation to the report.

Protection of Whistleblowers – Taxation Administration Act

Under the Taxation Administration Act, a Whistleblower qualifies for certain protections where:

the Whistleblower is or has been:
1. a director or Employee of the Company;
2. an individual who supplies goods or services to the Company or an Employee of a person who supplies goods and services to the Company;
3. an associate of the Company; or
4. a relative or dependent of any of the persons listed above (including a dependent of an individual’s spouse);
when the report of Reportable Conduct is made to:
1. the investigator;
2. an officer or a member of the Senior Management Team of the Company;
3. the auditor or a member of the audit team of the Company;
4. a registered tax agent or BAS agent, who provides tax or BAS services to the Company;
5. any other Employee or officer of the Group who has functions or duties relating to tax affairs of the Group (e.g. an internal accountant) (collectively, Tax Recipients);
6. the Commissioner of Taxation; or
7. a lawyer for the purposes of obtaining legal advice or legal representation in relation to the operation of the whistleblower protections in the Taxation Administration Act; and
if the report of Reportable Conduct is made to a Tax Recipient, the Whistleblower:
1. 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 the Company or an associate of the Company; and
2. considers that the information may assist the Tax Recipient to perform functions or duties in relation to the tax affairs of the Company or an associate of the Company.
The following protections are given to the Whistleblower by the Tax Administration Act when the above conditions are met:
- the Whistleblower is not subject to any civil, criminal or administrative liability (including disciplinary action) for making the report;
- no contractual or other remedies may be enforced, and no contractual or other right may be exercised, against the Whistleblower on the basis of the disclosure;
- where the report was made to the Commissioner of Taxation, the reported information is not admissible against the Whistleblower in criminal proceedings or in proceeding for the imposition of a penalty, other than proceedings in respect of the falsity of the information;
- the Whistleblower cannot be ordered to pay costs in any legal proceedings in relation to the report;
- anyone who causes or threatens to cause detriment to the Whistleblower in the belief or suspicion that a report has been made, or may have been made, may be guilty of an offence and liable to pay damages;
- the Whistleblower’s identity cannot be disclosed to a Court or tribunal, except where considered necessary; and
- the investigator or such a person appointed by the investigator to receive the report (including any person listed in the Reporting procedures section of this policy) 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 Australian Federal Police (where necessary) or a lawyer for the purposes of obtaining legal advice or representation in relation to the report.
Further Information and Advice

For further information, refer to any other related policies or, contact the CFO by telephone on (08) 9333 1999, or the CEO on (08) 9333 1999.

If the Whistleblower has concerns regarding a report of Reportable Conduct which may concern either the CFO or CEO, they are encouraged to contact one of the directors of the company, by calling (08) 9333 1999 during office hours.

Whistleblower Policy