Whistleblower Policy

 

1. Introduction

 

1.1. Overview

 
BSR Group is committed to fostering an honest, safe and supportive workplace for our employees, with open and positive relationships with all of our suppliers. As part of this commitment, BSR Group encourages employees and other eligible whistleblowers to speak up when they see something wrong. BSR Group will protect eligible whistleblowers in accordance with the legislation.

 

1.2. Application

 
This policy applies to:

 

(a) all officers and employees engaged by BSR Australia Limited (ACN 122 529 695) and any subsidiary including BSR Franchising Pty Ltd ACN 122 556 094, Betta Pty Ltd ACN 142 725 997 and Stan Cash Superstore Pty Ltd ACN 160 223 914 (together BSR Group); and

(b) all other persons and entities that are eligible recipients and eligible whistleblowers as defined under this policy.

 

1.3. Definitions

 
AFP means the Australian Federal Police.

APRA means the Australian Prudential Regulation Authority.

ASIC means the Australian Securities & Investments Commissions.

ATO means the Australian Taxation Office.

Corporations Act means the Corporations Act 2001 (Cth).

Specified Laws means the following Commonwealth legislation: Corporations Act, the Australian Securities and Investments Commission Act 2001 (Cth), the Banking Act 1959 (Cth), the Financial Sector (Collection of Data) Act 2001 (Cth), the Insurance Act 1973 (Cth), the Life Insurance Act 1995 (Cth), the National Consumer Credit Protection Act 2009 (Cth), and the Superannuation Industry (Supervision) Act 1993 (Cth).

 

1.4. Purpose

 
The Corporations Act and the Tax Administration Act 1953 (Cth) provide for protections for ‘eligible whistleblowers’ (Scheme).

 
The purpose of this policy is to set out:

(a) information about the types of disclosures that qualify for protection under the Scheme;

(b) information about the protections available to whistleblowers under the Scheme;

(c) information about to whom disclosures that qualify for protection under the Scheme may be made, and how they may be made;

(d) information about how BSR Group will support whistleblowers and protect them from detrimental conduct made because of their disclosure;

(e) information about how BSR Group will investigate disclosures that qualify for protection;

(f) information about how BSR Group will ensure fair treatment of employees who are mentioned in disclosures that qualify for protection, or to whom such disclosures relate;

(g) information about how this policy is to be made available to officers and employees of BSR Group and

(h) any matters prescribed by regulation.

 

2. Scope of the Scheme

 

2.1. Who is an ‘eligible whistleblower’?

 
An ‘eligible whistleblower’ is an individual who is, or has been, any of the following in relation to BSR Group:

 

(a) an officer or employee;

(b) a supplier of services or goods to BSR Group, including their employees;

(c) an ‘associate’ of BSR Group (as defined in the Corporations Act); and

(d) a relative, dependant or spouse of an individual in 2.1(a) – 2.1(c).

 

2.2. What disclosures are protected?

 
The following are the primary types of disclosures that ‘qualify’ for protection under the Scheme:

 

(a) disclosures by an ‘eligible whistleblower’ to ASIC, APRA, the Commissioner of Taxation or a prescribed Commonwealth authority;

(b) disclosures to a legal practitioner for the purposes of obtaining legal advice in relation to the Scheme (even in the event that the legal practitioner concludes that a disclosure does not relate to a ‘disclosable matter’); or

(c) disclosures by an ‘eligible whistleblower’ to an ‘eligible recipient’,

 

if:

 

(d) the discloser has ‘reasonable grounds’ to ‘suspect’:

 

(i) that the disclosed information concerns misconduct or an improper state of affairs or circumstances in relation to any member of BSR Group or their related bodies corporate; and/or

(ii) indicates that BSR Group, a related body corporate or one of their officers or employees has engaged in conduct that constitutes:

 

(A) an offence against or contravention of the Specified Laws or any instrument made under those Laws;

(B) an offence against other Commonwealth legislation that is punishable by imprisonment for 12 months or more;

(C) represents a danger to the public or the financial system; or

(D) is prescribed by regulation.

 

Examples of wrongdoing that could be disclosable matters

 

• illegal conduct, such as theft, dealing in, or use of illicit drugs, violence or threatened violence, and criminal damage against property;

• fraud, money laundering or misappropriation of funds;

• offering or accepting a bribe;

• financial irregularities;

• failure to comply with, or breach of, legal or regulatory requirements;

• conduct that creates an unsafe environment;

• attempting to conceal misconduct or illegal conduct; and

• 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 planning to make a disclosure.

 

A discloser can still qualify for protection under the Scheme even if their disclosure turns out to be incorrect, provided it was not deliberate false reporting.

 

2.3. Who is an ‘eligible recipient’ within BSR Group?

 
BSR Group encourages disclosers to make a disclosure to its dedicated complaints hotline in the first instance: fairwork@bsrgroup.com.au. Alternatively, you may choose to make your disclosure to any of the following ‘eligible recipients’:

 

(a) any director of BSR Group;

(b) any member of BSR Group’s Senior Leadership Team;

(c) BSR Group’s external auditor, C/- Adam Twemlow, Partner KPMG, Heritage Lanes, Level 11, 80 Street Brisbane QLD 4000, Tel: +61 7 3233 3111; or

(d) the Company Secretary of BSR Group. The Company Secretary is also the Whistleblower Protection Officer and is contactable via: companysecretary@bsrgroup.com.au.

 

2.4. Personal work-related grievances

 
A disclosure does not qualify for protection under the Scheme to the extent that the information disclosed:

 

(a) concerns a personal work-related grievance of the discloser; and

(b) does not concern a contravention, or an alleged contravention of part 3.3 of this Policy.

 

For the purposes of the Scheme, a disclosure is a personal work-related grievance if:

 

(a) the information concerns a grievance about any matter in relation to the eligible whistleblower’s employment, or former employment, having (or tending to have) implications for the eligible whistleblower personally; and

(b) the information:

 

(i) does not have significant implications for BSR Group, or another regulated entity, that do not relate to the discloser; and

(ii) does not relate to any conduct, or alleged conduct, about a disclosable matter as set out in clause 2.2 of this policy.

 

Examples of personal work-related grievances include:

 

(a) an interpersonal conflict between the disclosure and another employee;

(b) a decision that does not involve a breach of workplace laws;

(c) a decision about the engagement, transfer or promotion of the discloser;

(d) a decision about the terms and conditions of engagement of the discloser; or

(e) a decision to suspend or terminate the engagement of the discloser, or otherwise to discipline the discloser.

 

However, a personal work-related grievance may still qualify for protection if:

 

(a) it includes information about misconduct, or information about misconduct includes or is accompanied by a personal work-related grievance (mixed report);

(b) BSR Group 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;

(c) the discloser suffers from or is threatened with detriment for making a disclosure; or

(d) the discloser seeks legal advice or legal representation about the operation of the whistleblower protections under the Corporations Act.

 

2.5. Public interest disclosures

 
There is an additional category of disclosures called ‘public interest disclosures’ that qualify for protection under the Scheme. These can be made to journalists and members of Parliament but only if the eligible whistleblower complies with the following strict requirements:

 

(a) the eligible whistleblower has made a qualifying disclosure to ASIC, APRA, or a prescribed Commonwealth authority;

(b) at least 90 days has passed since the qualifying disclosure was made;

(c) the eligible whistleblower does not have reasonable grounds to believe that action is being, or has been, taken to address the matters to which the qualifying disclosure related;

(d) the eligible whistleblower has reasonable grounds to believe that making a public interest disclosure would be in the public interest;

(e) after 90 days have passed, the eligible whistleblower must give the body to which the qualifying disclosure was originally made a written notification that:

 

(i) includes sufficient information to identify the qualifying disclosure; and

(ii) states that the eligible whistleblower intends to make a public interest disclosure; and

 

(f) the extent of the information disclosed in the public interest disclosure is no greater than to inform the journalist or member of Parliament of the misconduct or improper state of affairs or circumstances, or other conduct falling within the scope of the Scheme.

 

2.6. Emergency disclosures

 
There is an additional category of disclosures called ’emergency disclosures’. These can be made to journalists and members of Parliament but only if the discloser complies with the following strict requirements:

 

(a) the discloser must have first made a qualifying disclosure to ASIC, APRA or a prescribed Commonwealth authority;

(b) the discloser has reasonable grounds to believe that information concerns a substantial and imminent danger to the health or safety of one or more persons or to the natural environment; and

(c) the discloser gave notice to the body to which the qualifying disclosure was made that:

 

(i) states that they intend to make an emergency disclosure; and

(ii) includes sufficient information to identify the qualifying disclosure; and

 

(d) the extent of the information disclosed in the emergency disclosure is no greater than is necessary to inform the journalist or member of Parliament of the substantial and imminent danger.

 

2.7. Tax-related disclosures

 
Disclosures relating to the tax affairs of BSR Group or a related entity are separately protected under Subdivision 14ZZM of the Tax Administration Act 1953 (Cth). For a tax-related disclosure to qualify for protection, it must be made to the Commissioner of Taxation, a registered tax agent of the entity, or another eligible recipient specified under that Act. The ATO administers the tax disclosure stream separately from ASIC. A discloser who wishes to make a tax-related disclosure should consider seeking independent legal advice as to which regime applies to their circumstances.

 

2.8. Deliberate False Reporting

 
BSR Group discourages deliberate false reporting (i.e. a report that the discloser knows to be untrue). If any investigation of a disclosure demonstrates that it was not made on reasonable grounds to suspect (per s 1317AA of the Corporations Act), the disclosure may not be protected. However, protection is only lost where the discloser knows the disclosure to be false — disclosers who hold a genuine suspicion but do not have full information remain protected. However, disclosers who have some but not all details leading to a suspicion should not be discouraged from reporting under this policy.

 

3. Protections

 

3.1. Identity Protection (Confidentiality)

 
Strict confidentiality obligations apply in respect of any disclosures that qualify for protection under the Scheme. Unless the eligible whistleblower consents, their identity or any information that may lead to the disclosure of their identity must not be disclosed by the recipient to any other person (subject to the exceptions set out below). These confidentiality obligations apply to every person who receives or handles a disclosure, including directors, officers, employees, and any external investigators. Unauthorised disclosure of a whistleblower’s identity (or information that would tend to identify them) is a criminal offence under the Corporations Act. This obligation continues after the person’s employment or engagement with BSR Group ends.

 
To avoid inadvertent breaches of confidentiality obligations under the Scheme, eligible whistleblowers are encouraged to consent to their identity being disclosed. Being able to share an eligible whistleblower’s identity will also assist in an efficient investigation of the matters that an eligible whistleblower discloses.

However:

 

(a) anonymous disclosures are still capable of being protected (though it may be difficult to investigate these disclosures effectively, particularly if the discloser has refused to provide, or has not provided, a means of contacting them); and

(b) if a discloser does not consent to their identity being disclosed to any other persons, it will still be lawful to:

 

(i) disclose their identity to:

 

(A) ASIC, APRA, the AFP or the Commissioner of Taxation;

(B) a legal practitioner for the purposes of obtaining advice about the disclosure; or

(C) to a body prescribed by the regulations that are made under the Scheme,

 

(ii) disclose information that may lead to the identification of the individual if this is reasonably necessary for the purpose of investigating the qualifying disclosure.

 

3.2. Civil, criminal and administrative liability protection

 
Under the Scheme, a discloser is protected from any of the following in relation to their protected disclosure:

 

(a) civil liability (e.g. any legal action against the disclosure for breach of an employment contract, duty of confidentiality or another contractual obligation);

(b) criminal liability (e.g. attempted prosecution of the disclosure for unlawfully releasing information – other than for making a false disclosure); or

(c) administrative liability (e.g. disciplinary action for making the disclosure).

 

However, the protections do not grant immunity for any misconduct a discloser has engaged in that is revealed in their disclosure.

 

3.3. Protection from Detrimental Acts or Omissions

 
The Scheme makes it unlawful for a person to engage in conduct against another person that causes or will cause a detriment:

 

(a) in circumstances where the person believes or suspects that the other person or a third person made, may have made, proposes to make or could make a qualifying disclosure; and

(b) if the belief held by that person is the reason or part of the reason for their conduct.

 

Threats of detriments will also be unlawful if:

 

(a) the person making the threat intended to cause fear that a detriment would be carried out or was reckless as to whether the person against who it was directed would fear the threatened detriment being carried out; and

(b) the threat was made because the person makes or may make a qualifying disclosure.

 

3.4. What is detrimental conduct?

 
The meaning of ‘detriment’ is very broad and includes:

 

(a) dismissing an employee;

(b) injuring an employee in their employment;

(c) altering an employee’s position or duties to their disadvantage;

(d) discriminating between an employee and other employees;

(e) harassing or intimidating a person;

(f) harming or injuring a person;

(g) damaging a person’s property, reputation, business or financial position; and

(h) any other damage to a person.

 

Examples of actions that are not detrimental conduct are:

 

(a) 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 area to another office to protect them from detriment); and

(b) managing a discloser’s unsatisfactory work performance, if the action is in line with the entity’s performance management framework.

 

Causing detriment to a whistleblower (or threatening to do so) is a criminal offence under the Corporations Act. A person who suffers detriment may also bring a civil claim for compensation. BSR Group treats any allegation of retaliation against a whistleblower as a serious disciplinary matter.

 

3.5. Compensation

 
A discloser (or any other employee or person) can seek compensation and other remedies through the courts if:

 

(a) They suffer loss, damage or injury because of a disclosure; and

(b) BSR Group failed to take reasonable precautions and exercise due diligence to prevent the detrimental conduct.

 

A discloser may seek independent legal advice or to contact the appropriate regulatory body such as ASIC, APRA or the ATO if they believe they have suffered detriment.

 

4. Support, investigations and fair treatment

 
BSR Group is committed to transparency and to building an environment in which personnel feel free to raise legitimate issues relating to BSR Group’s operations.

 
Whenever an eligible disclosure under the Scheme is made, BSR Group will implement the following mechanisms for protecting the disclosure from detriment:

 

• each disclosure will be assessed by qualified staff to determine whether it qualifies for protection under the Scheme; and whether a formal in-depth investigation is required. Disclosers may be requested to complete a prescribed form in order to facilitate this assessment process.

• eligible disclosures often will be investigated internally. However, sometimes it may be appropriate for investigations to be carried out externally on behalf of BSR Group. Whether an investigation will be carried out externally will depend on the seriousness of the allegations and to whom they relate. Upon receipt of a disclosure, the recipient will: (a) acknowledge receipt to the discloser (where contact details are available) within five business days; (b) advise the discloser within a reasonable time whether the disclosure qualifies for protection under the Scheme; and (c) provide the discloser with regular updates on the progress of any investigation, to the extent practicable and consistent with maintaining confidentiality.

 

Identity protection (confidentiality)

 

• Where possible, the discloser will be contacted to help them identify certain aspects of their disclosure that could inadvertently identify them.

• Access to information relating to a disclosure will be limited to those directly involved in managing and investigating the disclosure;

• To the extent practical and appropriate in the circumstances, all personal information or reference to the discloser witnessing an event will be redacted and the discloser will be referred to in a gender-neutral context.

• All paper and electronic documents and other materials relating to disclosures will be stored securely; and

• Each person who is involved in handling and investigating a disclosure will be reminded about the confidentiality requirements.

• Investigations will be conducted by a designated officer who has no actual or perceived conflict of interest in relation to the disclosure or any person mentioned in it. Where a conflict exists, the investigation will be assigned to an alternate officer or an independent external investigator. Indicative timeframes for completing investigations will be communicated to the discloser at the outset. Investigation findings will be documented and, where appropriate, escalated to the Audit and Risk Committee or the Board.

 

Fair treatment of persons mentioned in disclosures

 

• BSR Group is committed to the fair treatment of any employee or officer who is the subject of a qualifying disclosure. Any person mentioned in a disclosure is entitled to: (a) be treated as innocent unless and until a finding of wrongdoing is made; (b) be informed of any allegations made against them to the extent consistent with maintaining the confidentiality of the discloser’s identity; (c) have access to support services during the investigation, including the Employee Assistance Programme; and (d) have information about them handled with the same confidentiality obligations that apply to the discloser.

 

Protection from Detrimental Acts or Omissions

 

• As soon as possible after receiving a disclosure, qualified staff will assess the risk of detriment against a discloser and other persons, advise the discloser regarding available support services and propose actions for protecting a discloser from risk detriment (e.g. by reassigning the discloser to another role at the same level (if possible), or making modifications to the discloser’s workplace location or the way they perform their duties.

• If detriment has already occurred, BSR Group will investigate and address the detrimental conduct, such as by taking disciplinary action, or allowing the discloser to take extended leave or during the investigation.

• Investigations will be conducted in a timely manner and the process may vary depending on the nature of the disclosure.

• A discloser will be provided with regular updates, if the discloser can be contacted (which may include via anonymous channels). The frequency and timeframe may vary depending on the nature of the disclosure. There may be circumstances where it may not be appropriate to provide details of the outcome to the disclosure.

 

5. Review and availability of this policy

 
BSR Group is not obliged to reopen an investigation and can conclude a review if it finds that the investigation was conducted properly, or new information is either not available or would not change the findings of the investigation.

 
A discloser may lodge a complaint with a regulator such as ASIC, APRA or the ATO if they are not satisfied with the outcome of BSR Group’s investigation. ASIC has a dedicated whistleblower regulatory function and investigates breaches of the whistleblower protection provisions of the Corporations Act. Further information about whistleblower protections is available at asic.gov.au/about-asic/asic-investigations-and-enforcement/whistleblowing/.

 
This policy is available to all officers and employees of BSR Group via the relevant portal and is provided to new employees as part of the induction process. Refresher training is provided to officers, employees and eligible recipients under the policy. In accordance with ASIC guidance, this policy is published on BSR Group’s website: www.bsrgroup.com.au. Suppliers, contractors and other persons who may be eligible whistleblowers may request a copy from the Whistleblower Protection Officer or obtain a copy from BSR Group’s website.

 
The policy will be reviewed by the Whistleblower Protection Officer at least every two years and any material changes will be subject to Board approval.