Governance

Whistleblower Policy

1. Purpose

Seymour Whyte Constructions (Seymour Whyte or the Company) is committed to a culture of our employees and business partners acting honestly, with integrity and respect in the way we work and relate to each other.

We encourage all Directors, Employees, Subcontractors, Suppliers, Joint Venture Partners and their associates to speak up if they become aware of unethical or unlawful conduct in our business dealings. We will not tolerate corrupt, illegal or other undesirable conduct nor condone detrimental acts towards anyone who intends to disclose or has disclosed misconduct.

The purpose of this policy is to:

encourage disclosures of misconduct and to help deter misconduct
ensure whistleblowers who disclose misconduct feel safe, secure and confident that they will be protected and supported
ensure disclosures are dealt with appropriately and on a timely basis
provide transparency regarding the Company’s risk framework for receiving, handling and investigating disclosures
support the Company’s values and Code of Conduct
promote an ethical culture throughout the organisation
support the Company’s long-term sustainability and reputation; and
meet the Company’s legal and regulatory obligations.

This policy is important to assist the Company identify wrongdoing that may not be discovered without a safe and confidential means for whistleblowers to disclose misconduct. Nothing in this policy is intended to change or take away any other protections to whistleblowers which may be available at law.

2. Scope

This policy applies to anyone who has or is working for us or doing something in connection with their work for us. It includes both past and current:

Directors
Officers, managers and employees
Subcontractors and their employees
Suppliers and their employees
Joint venture partners and their employees
Work experience students
Contractors and consultants; or
A relative, dependent or spouse of an individual referred to above

(collectively referred to as ‘Disclosers’ or ‘Whistleblowers’). Any person identified above is an ‘eligible discloser’ who may make a disclosure under this policy.

3. Responsibilities

Eligible Disclosers

Every person to whom this policy applies has a responsibility to:

remain alert to misconduct
report known or suspected misconduct in accordance with this policy
act in a way that reduces, prevents or stops misconduct
support (and not victimise) those who have made or intend to make a disclosure
ensure the identity of the Discloser and the person/s who is the subject of the disclosure are kept confidential.

Company Secretary

The Company Secretary will monitor and review this policy and associated processes and procedures annually to ensure it meets its objectives. Any amendments to this policy shall be made known to employees and officers of our organisation by posting an updated version of the policy on the Company’s intranet and website and provide training when necessary.

General Manager – People and Communications

The General Manager – People and Communications will be responsible for conducting upfront and ongoing education and training of the whistleblower policy and procedures to all staff. They may also act as a Protection Officer or appoint an alternative Protection Officer as appropriate.

Procedure and protections

What types of misconduct or wrongdoing should be disclosed?

If you see or have reasonable grounds to suspect misconduct or wrongdoing concerning our organisation, report it (“Disclosure Matter”).

In the context of this policy, misconduct and matters of wrongdoing include breaches of the Company’s Code of Conduct including but not limited to:

illegal conduct, such as theft, dealing in, or use of illicit drugs, violence or threatened violence, and criminal damage against property
fraud, misappropriation of funds or substantial waste of company resources
offering or accepting a bribe or kickback
financial irregularities
failure to comply with, or breach of, legal or regulatory requirements
engaging in or threatening to engage in detrimental conduct against a person who has made a disclosure or is believed or suspected to have made, or be planning to make, a disclosure
information that indicates a significant risk to public safety even if it does not involve a breach of a particular law
serious misuse of information
bullying, discrimination, harassment or other serious unacceptable behaviour; or
causing substantial financial or non-financial loss or detriment to our organisation.

(collectively referred to as “Misconduct”).

If in doubt about whether certain conduct should be reported, it may help to ask yourself the following questions:

Does it feel like the right thing to do?
Is it safe, honest or legal?
What would a Seymour Whyte client or our shareholder expect or want you to do in this situation?
What would the reaction be if this was reported in the news or on social media?
Would my colleagues or manager consider my behaviour as appropriate under the circumstances?
What impact might this matter have on your reputation or on Seymour Whyte’s reputation and the commitments it has made to stakeholders?

Personal work-related grievances

Personal work-related grievances are not matters of misconduct which can be reported under this policy and are not matters which provide specific whistleblower protections to the discloser under Australian law. Personal work-related grievances have implications for the discloser personally but do have significant implications for the organisation or do not relate to misconduct disclosable under this policy.

Examples of personal work-related grievances include:

an interpersonal conflict between the whistleblower and another employee
a decision that does not involve a breach of workplace laws
a decision relating to the engagement, transfer or promotion of the whistleblower
a decision relating to the terms and conditions of engagement of the whistleblower
actions relating to performance management and related processes; or
a decision to suspend or terminate the engagement of the whistleblower, or otherwise to discipline the whistleblower.

Personal work-related grievances should be raised internally using the Company’s Grievance and Conflict Resolution procedure.

How do I make a disclosure?

There are different avenues for reporting misconduct. In most circumstances, if you are an employee you may raise a matter with your line manager or human resources representative. However, there may be times where is it not appropriate to raise the matter within your project or business unit, in which case the following avenues are available:

internally reporting it to a designated Disclosure Officer within the organisation
contacting the Company’s independent whistleblower service provider – ‘Your Call’
to eligible external authorities and entities including the Company’s auditor.

i. Making a disclosure internally

Seymour Whyte values transparency and collaboration. This policy is not intended to replace our commitment to resolve issues quickly and internally where appropriate. If reasonably possible you are encouraged to raise misconduct as early as possible with your supervisors, managers or Human Resources however if you do not feel safe to do so, you may make a disclosure to:

an officer or senior manager of our company or related company
a person authorised by our company to receive disclosures (Disclosure Officer).

Seymour Whyte’s designated Disclosure Officers and their contact details are set out below.

Disclosure Officer	Position	Contact details
John Kirkwood	Managing Director and CEO	1) Email: disclosure@seymourwhyte.com.au; or 2) via the individual Disclosure Officer’s contact details accessed through the Company’s global address book
Nicola Padget	Chief Financial Officer and Company Secretary
Alanna Herbst	General Manager – People and Communications

ii. Making a disclosure via an independent service provider – ‘Your Call’

If for any reason you do not feel safe or able to make a disclosure internally you may do so to the Company’s independent whistleblower service provider, Your Call.

Your Call operates under a Service Agreement with our organisation and acts as the intermediary, providing the means for a whistleblower to retain anonymity. Disclosures received by Your Call are reported to us in accordance with this policy. Your Call also enables us to obtain further information if required and enables the whistleblower to receive updates from us.

This is done via the use of an online anonymous Message Board which the whistleblower will have access to after making a disclosure.

The Message Board allows you to:

communicate with Your Call and the Company without revealing your identity
securely upload any relevant documentation and/or material that you may wish to provide
receive updates; and
request support or report detrimental acts.

This option allows you to determine if you wish to:

remain completely anonymous
identify yourself to Your Call only; or
identify yourself to both Your Call and the Company.

Your Call enables disclosures to be made anonymously and confidentially. Whilst we prefer whistleblowers to disclose their identity in order to facilitate an investigation, whistleblowers are not required to identify themselves and will not be named in any report to our organisation unless they have consented to their identity being disclosed.

The relevant details to contact Your Call are:

Reporting Options	Contact Details	Availability
Website/Online	https://www.yourcall.com.au/report	24 hrs per day / 7 days per week
Telephone	1300 798 101	Monday to Friday 6pm – midnight (AEST) *Excluding public holidays

# You will be required to advise of the Company ID code: SWCX1987

In the event a disclosure received by Your Call relates to one of the designated Disclosure Officers, Your Call will exclude that Disclosure Officer from all communications when providing the disclosure to our organisation. The Disclosure Officers who are not named in the disclosure will then receive and determine how the matter will be addressed or investigated as required.

Your Call remains an independent intermediary at all times and will only communicate with those authorised within our organisation.

National Relay Service for Hearing Impaired

If you are deaf, or have a hearing or speech impairment, you can contact Your Call online or through the National Relay Service. Simply choose your contact method at www.relayservice.gov.au and request Your Call’s hotline 1300 798 101.

iii. Making a disclosure to eligible external authorities and entities

If the misconduct relates to the Corporations Act 2001 (the “Act”) Section 1317AA (1) you may make a disclosure directly to an external regulatory body including the Australian Securities and Investments Commission (ASIC) and the Australian Prudential Regulatory Authority (APRA). For misconduct relating to tax-related matters you may make a disclosure to the Australian Taxation Office (ATO). You may also contact 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.

In addition, you may also choose to make a disclosure to Deloitte Brisbane as the Company’s auditor including any member of the audit team conducting the audit.

Where can I get information and advice?

If you need information and advice about making a disclosure or the support and protections available, you may discuss the matter in confidence with your immediate supervisor, manager, Human Resources or seek advice from the independent whistleblower service provider Your Call.

Note: In the event you do not formally make a disclosure we may nevertheless be compelled to act on the information provided during the discussion if the information reasonably suggests misconduct has or may occur.

Protections under the law

To qualify for protection as a whistleblower under the Act and to receive specific legal rights you must meet all three of the following requirements:

you must be an eligible discloser; and
disclose reportable conduct subject to the work grievance exemptions; and
make the disclosure through an appropriate reporting channel and recipient.

Do I have to disclose my identity?

There is no requirement for a whistleblower to identify themselves in order for a disclosure to qualify for protection under the Act. A discloser can:

choose to remain anonymous while making a disclosure, over the course of the investigation and after the investigation is finalised; and
refuse to answer questions that they feel could reveal their identity at any time, including during follow-up conversations.

Seymour Whyte encourages disclosers who wish to remain anonymous to maintain ongoing two-way communication with us, so we can ask follow-up questions or provide feedback.

Will my identity be treated confidentially?

Your identity will not be disclosed by Your Call or the Company unless:

you consent to disclosing your identity
the disclosure is required by law
it is necessary to prevent a serious threat to a person’s health or safety; or
it is reasonably necessary for investigating the issues raised in the disclosure.

Seymour Whyte has in place measures and mechanisms for the protection and confidentiality of a discloser’s identity. Some examples include:

redacting all personal information or reference to the discloser witnessing an event from a disclosure
referring to the discloser in a gender-neutral context; and
where possible, contacting the discloser to help identify certain aspects of their disclosure that could inadvertently identify them.

Seymour Whyte also adopts secure record-keeping and information-sharing processes including:

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 a discloser’s identity (subject to the discloser’s consent) or information that is likely to lead to the identification of the discloser
communications and documents relating to the investigation of a disclosure will not to 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 a discloser’s identity may be a criminal offence.

An unauthorised disclosure of:

the identity of a whistleblower; or
information that is likely to lead to the identification of the whistleblower where the information was obtained because of the disclosure

will be regarded as a disciplinary matter and will be dealt with in accordance with the Company’s disciplinary procedures. It is also an offence/contravention under the Act which carries serious penalties for individuals and companies. If you are a discloser of a reportable matter and your identity is revealed without your consent you may be eligible to claim compensation and remedies through the courts under the Act. You are encouraged to seek independent legal advice in this regard.

As a discloser you should be aware that in practice, people may be able to guess your identity if:

you have previously mentioned to other people that you are considering making a disclosure;
you are one of a very small number of people with access to the information; or
your disclosure relates to information that you have previously been told privately and in-confidence.

You can lodge a complaint if you believe a breach of your confidentiality as a discloser has occurred by contacting one of the Disclosure Officers. You can also lodge a complaint with a regulator including ASIC, APRA or the ATO if you believe a breach of your confidentiality as a discloser has occurred.

Protection against detrimental conduct

We will do everything reasonably possible to support and protect anyone from detrimental conduct, acts and omissions who:

intends to or actually makes a disclosure
acts as a witness; or
otherwise assists with the investigation and resolution of the disclosure.

Examples of detrimental conduct, acts and omissions include but are not limited to:

dismissal of an employee
alteration of an employee’s position or duties to his or her disadvantage
harassment or intimidation of a person
harm or injury to a person, including psychological harm; or
damage to a person’s reputation.

Examples of actions that are not detrimental conduct and omissions include but are not limited to:

administrative action that is reasonable for the purpose of protecting a discloser from detriment (e.g. moving a discloser who has made a disclosure about their immediate work location to another work location to prevent them from detriment); or
managing a discloser’s unsatisfactory work performance, if the action is in line with the entity’s performance management framework.

We will thoroughly investigate reports of detrimental acts. If proven, those who have victimised another will be subject to management action including disciplinary action up to dismissal It is also an offence/contravention under the Act which carries serious penalties for individuals and companies. If you are a discloser of a reportable matter and you suffer detrimental acts you may also be eligible to claim compensation and remedies under the Act. Nothing in this policy is intended to change or take away any other protections which may be available at law.

Support and Protection

If necessary, Seymour Whyte will appoint a Protection Officer to arrange or coordinate support and protection for anyone who has or is in the process of making a disclosure.

The discloser can contact the General Manager – People and Communications to discuss how a Protection Officer may be able to provide support and protection.

The Protection Officer is appointed to:

assess the immediate welfare and protection needs of a whistleblower
safeguard the interests of a whistleblower in accordance with this policy and the law; and
address any issues or concerns of detrimental acts/detrimental treatment.

The General Manager – People and Communications may appoint themselves, a person from within the organisation or a third party to be the Protection Officer.

What will Seymour Whyte do with the disclosure?

The Disclosure Officers are appointed to receive the disclosure directly from you (if you make an internal disclosure to our organisation) or from Your Call (if you make an external disclosure to Your Call).

The Disclosure Officers will:

carefully assess the information provided to decide the best action to take, including whether an investigation is required to determine whether the misconduct is proven or not proven
keep the information provided in a confidential and secure system
coordinate and oversee the investigation where an investigator has been appointed
communicate with the whistleblower (through Your Call where anonymity is requested) of the progress of the matter to the extent it is legally permissible and appropriate to do so
take all reasonable steps to ensure fair treatment for all parties mentioned in a disclosure including those who are the subject of a disclosure.

An employee who is the subject of a disclosure will be advised about the subject matter of the disclosure as and when required by principles of natural justice and procedural fairness and prior to any actions being taken.

An employee who is the subject of a disclosure may wish to contact the Company’s Employee Assistance Program (EAP) for confidential counselling and support services.

EAP Provider

Contact Details

Availability

Acacia Connection

Ph: 1300 364 273

Text: 0401 33 77 11

Live Chat: www.acaciaconnection.com

24/7

Business Hours

Investigation of the disclosure

The designated Disclosure Officer/s will carefully assess and use the information provided in the disclosure to decide the best action to take, including whether an investigation is required and, if so, determine the appropriate investigation process, including:

the nature and scope of the investigation
who will conduct the investigation and whether that person should be external to our organisation
the nature of any technical, financial or legal advice that may be required; and
a timeframe for the investigation (having regard to the level of any risk).

How will the investigation be conducted?

The investigation will be conducted in a constructive, impartial and lawful way according to the principles of natural justice and procedural fairness and all efforts will made to meet investigation best practices.

The Investigator will:

gather information, material and documentation concerning the disclosure as quickly as possible. (This may involve taking steps to protect or preserve documents, materials and equipment)
focus on the substance of the disclosure and not focus on the motives of the discloser
not assume that disclosures about conduct or behaviour that appear to have had a personal impact on a discloser are somehow less serious. The discloser’s experience may indicate a larger or systemic issue
take a statement or record of interview and or tape formal interviews with witnesses as required (where the whistleblower wishes to remain anonymous and does not wish to make a statement they will not be asked to do so); and
complete the investigation and provide a report of their findings as soon as is reasonably practical.

Investigator’s Report

At the conclusion of the investigation, the investigator will provide a written report to the Managing Director/CEO including:

a finding of all relevant facts
whether the disclosure is proven, not proven or otherwise; and
recommendation/s, when requested to do so, as to any action that may be taken in respect of the findings.

Seymour Whyte will use the report to determine the action (if any) to be taken including disciplinary action. The findings may be communicated to relevant parties involved to the extent that it is legally permissible and appropriate to do so.

Will the whistleblower be kept informed?

Subject to privacy and confidentiality requirements, the whistleblower will be kept informed of:

when the investigation process has begun
relevant progress of the investigation; and
the conclusion of the investigation.

to the extent that it is legally permissible and appropriate to do so.

What happens if the misconduct is proven?

If the misconduct is proven, Seymour Whyte will decide what disciplinary action to take including potential dismissal. The disciplinary action will depend on the severity, nature and circumstance of the misconduct.

What immunities are available to the whistleblower?

Seymour Whyte encourages everyone to speak up when it comes to misconduct. Anyone who makes a disclosure:

with reasonable grounds for suspecting misconduct has or may occur, and
has not engaged in serious misconduct or illegal conduct relating to the disclosure

will be provided with immunity from disciplinary action.

If you make a disclosure that qualifies for protection under the Act:

you will not be subject to any civil, criminal or administrative liability (including disciplinary action) for making the disclosure; and
no contractual or other remedy may be enforced, and no contractual or other right may be exercised, against you on the basis of the disclosure; and
the information is not admissible in evidence against the whistleblower in criminal proceedings or in proceedings for the imposition of a penalty, other than proceedings in respect of the falsity of the information.

Note: Except as provided for by the Act it does not prevent a whistleblower being subject to any civil, criminal or administrative liability for conduct of the whistleblower that is revealed by the disclosure.

What are the consequences of making a false disclosure?

Anyone who makes a disclosure knowing it to be false or misleading may be subject to disciplinary action, including dismissal. The disciplinary action will depend on the severity, nature and circumstance of the false disclosure.

Seymour Whyte however does not wish to deter staff from making disclosures. In cases where disclosers have some information leading to a suspicion, but not all the details, staff are encouraged to speak up and report the misconduct and will not face disciplinary action in those circumstances.

How will this policy be made available to employees and other eligible disclosers?

Seymour Whyte makes this policy available to all employees, subcontractors and officers by:

Incorporating the policy in employee induction information packs and training for new starters
Posting the policy on the staff intranet or other communication platform
Ensuring the policy is available on the Company’s external website
Discussing at toolbox meetings; and
Posting Your Call information on staff noticeboards.