1 Purpose
(a) Hall Chadwick recognises the value in developing and fostering a culture of corporate compliance, ethical decision-making and protecting eligible whistleblowers who make protected disclosures from suffering detriment.
(b) The purpose of this policy is to:
(i) prevent and detect disclosable matters;
(ii) outline the process by which a protected disclosure may occur, including how and to whom a protected disclosure should be made;
(iii) outline the process by which Hall Chadwick will investigate protected disclosures;
(iv) inform eligible whistleblowers who make protected disclosures about the protections from detriment;
(v) outline the process for fair treatment of persons to whom a protected disclosure relates or mentions;
(vi) comply with the Corporations Act 2001 (Cth), which provides certain protections to eligible whistleblowers; and
(vii) address how auditors and audit team members at Hall Chadwick should respond if they receive a disclosure that relates to an audit client or a related body corporate of an audit client.
(c) Part A of this policy deals with how employees and officers of Hall Chadwick should deal with protected disclosures that relate to Hall Chadwick, its employees or officers, or its associates.
(d) Part B of this policy deals with how auditors and audit team members at Hall Chadwick should respond if they receive a disclosure that relates to an audit client, or a related body corporate of an audit client.
(e) Terms in bold type are defined in clause 6 of this policy.
(f) This policy will be periodically reviewed (and, if necessary, amended) by Hall Chadwick to ensure it is operating efficiently and complies with applicable legislation.
2 Scope
(a) In this policy, Hall Chadwick refers to Hall Chadwick Melbourne Pty Ltd.
(b) This policy applies to all employees and officers of Hall Chadwick.
(c) This policy applies in addition to auditors’ professional obligations under the Corporations Act 2001 (Cth) and as regulated by the Australian Taxation Office, Tax Practitioners Board, The Accounting Professional & Ethical Standards Board, the Australian Securities and Investments Commission, and Chartered Accountants Australia and New Zealand.
Part A
Part A of this policy deals with how employees and officers of Hall Chadwick should deal with protected disclosures that relate to Hall Chadwick, its employees or officers, or its associates.
3 How can I make a disclosure?
3.1 What should be disclosed?
(a) Hall Chadwick encourages eligible whistleblowers to disclose disclosable matters to eligible recipients in accordance with this policy.
(b) However, the following types of disclosures should not be disclosed under this policy:
(i) a disclosure of a personal work-related grievance. This is not covered by this policy and may be reported in accordance with Hall Chadwick’s human resources policies (as applicable), including; Hall Chadwick Melbourne’s Human Resources Manual and Diversity Policy.
(ii) a disclosure that does not relate to a disclosable matter. This will not qualify for protection under part 5 of this policy or under the Corporations Act 2001 (Cth); and
(iii) a disclosure that is malicious and false. This policy provides employees and officers of Hall Chadwick with an avenue to raise legitimate and serious suspicions about disclosable matters. It is unacceptable for Hall Chadwick employees and officers to make malicious and false disclosures, or to knowingly provide false or misleading information regarding a disclosure. The making of a malicious and false disclosure or the provision of knowingly false or misleading information may result in an employee or officer being subject to disciplinary action up to and including termination of an employee’s employment, or termination of an officer’s engagement.
3.2 How can disclosures be made?
(a) A disclosure of a disclosable matter can be made by an eligible whistleblower in person, by phone, by video conference or in writing to any eligible recipient.
(b) Hall Chadwick’s preferred channels for making a disclosure is by phone, video conference or email to Peter Pryn on +61 3 9820 6400 or email ppryn@hallchadwickmelb.com.au or if that is not appropriate or possible
(c) Alternatively, a disclosure may be made to the relevant external regulator or to any other eligible recipient.
(d) Disclosures made anonymously may still be protected under the Corporations Act 2001 (Cth). However, if Hall Chadwick is not able to contact the eligible whistleblower, its ability to conduct an investigation into the disclosure may be limited.
(e) Before formally making a disclosure under this clause, an eligible whistleblower may wish to seek additional information from the eligible recipient, or seek independent legal advice.
4 Investigation of disclosures
(a) When an eligible whistleblower makes a disclosure of a disclosable matter to an eligible recipient who is an employee or officer of Hall Chadwick in accordance with this policy, Hall Chadwick will facilitate an investigation into the disclosure.
(b) The investigation will be carried out on the assumption that the disclosure is a protected disclosure, unless proven otherwise. This means all persons must ensure they do not breach the protections in clause 5.
(c) As soon as reasonably practicable after an eligible recipient receives from an eligible whistleblower a disclosure of a disclosable matter relating to Hall Chadwick, the eligible recipient must:
(i) provide the eligible whistleblower with the protections set out in clause 5 on an interim basis until the investigation is finalised;
(ii) confirm in writing whether the eligible whistleblower consents to their identity, or information that may identify them, being disclosed to:
(A) any of the persons listed in clause 3.2(b); and/or
(B) any other person(s) facilitating the investigation into the disclosable matter; and/or
(C) any other parties involved in the investigation of the disclosable matter, such as the investigator or witnesses; and
(iii) inform one of the persons listed in clause 3.2(b) of the nature and substance of the disclosable matter, maintaining strict compliance with the confidentiality requirements in clause 5.1 of this policy. If the disclosable matter involves information about one of the individuals listed in clause 3.2(b), the eligible recipient must inform another one of those individuals.
(d) Under the Corporations Act 2001 (Cth), a person may disclose information contained in a disclosure (other than the actual identity of the eligible whistleblower) without the eligible whistleblower’s consent:
(i) if reasonably necessary for the purposes of investigating a matter relevant to the disclosure; and
(ii) if the person takes all reasonable steps to reduce the risk that the eligible whistleblower will be identified as a result.
(e) The individual informed under clause 4(c)(iii) will facilitate an investigation into
(i) whether the disclosure is in fact a protected disclosure; and
(ii) whether the disclosable matter in question is substantiated, partly substantiated, or unsubstantiated.
(f) The investigation:
(i) may be undertaken internally or through the engagement of an external investigator;
(ii) where appropriate, may be undertaken under client legal privilege;
(iii) where appropriate, may involve regular updates to the eligible whistleblower;
(iv) will be undertaken with the purpose of gathering all relevant evidence and in accordance with the rules of natural justice; and
(v) will be undertaken in a confidential manner, including compliance with the confidentiality requirements in clause 5.1.
(g) Where the investigation determines that a protected disclosure was made:
(i) the eligible whistleblower will be afforded the protections in clause 5 on an ongoing basis;
(ii) Hall Chadwick will ensure the fair treatment of any employees or officers mentioned in the protected disclosure by:
(A) to the extent possible given the requirements in clause 5.1(b), making the employee or officer aware of the nature of the allegations relating to or mentioning them and updating the employee or officer on the progress of the investigation;
(B) giving the employee or officer an opportunity to respond to the allegations relating to or mentioning them; and
(C) making the employee or officer aware of support services available to them.
5 Protections for eligible whistleblowers who make protected disclosures
5.1 Protection of identity
(a) An eligible whistleblower who makes a protected disclosure is not required to identify themselves to Hall Chadwick or anyone else in order to be protected under this policy or the law.
(b) If a person obtains information as a result of a protected disclosure that identifies or is likely to identify the eligible whistleblower, that person must not disclose that information to any person except:
(i) with the eligible whistleblower’s consent; or
(ii) as permitted by clause 4(d) of this policy; or
(iii) to a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to the operation of relevant whistleblower protection legislation; or
(iv) to the Australian Securities and Investments Commission, the Australian Prudential Regulation Authority or the Australian Federal Police; or
(v) if the protected disclosure relates to tax affairs – to the Commissioner of Taxation.
(c) An eligible whistleblower’s identity may be protected by Hall Chadwick redacting information from certain documents, referring to the eligible whistleblower using language that does not identify their gender, age or role, and securely storing all materials relating to the protected disclosure.
5.2 Protection from certain liability
(a) An eligible whistleblower will not be subject to any civil, criminal or administrative liability for making a protected disclosure.
(b) However, this does not prevent an eligible whistleblower from being subject to any civil, criminal or administrative liability for their own conduct that is revealed by the protected disclosure.
(c) Hall Chadwick will not exercise any contractual right, or seek any contractual remedy, against an eligible whistleblower on the basis that the eligible whistleblower made the protected disclosure, including termination of contract.
(d) Information contained in a protected disclosure made to the Commissioner of Taxation, public interest disclosure or emergency disclosure is not admissible in evidence against the eligible whistleblower in criminal proceedings or in proceedings for the imposition of a penalty.
5.3 Protection from detriment
(a) An eligible whistleblower must not suffer detriment or be otherwise disadvantaged in reprisal for making a protected disclosure.
(b) No one may cause or threaten to cause detriment to another person because they believe or suspect that any person may have made, proposes to make, or could make a protected disclosure.
(c) Hall Chadwick will take all reasonable steps to protect eligible whistleblowers who make protected disclosures from suffering detriment including by:
(i) ensuring all eligible recipients who are employees or officers of Hall Chadwick are trained to identify and report behaviour that may cause detriment;
(ii) ensuring that all employees and officers of Hall Chadwick are made aware of this policy and the right to make a protected disclosure without suffering detriment; and
(iii) enabling eligible whistleblowers to make a complaint to an eligible recipient if they believe they have suffered detriment.
5.4 Availability of compensation
A person may seek compensation and other remedies through the courts if they suffer loss, damage or injury because of detriment in contravention of this policy or the law, and if Hall Chadwick failed to take reasonable precautions and exercise due diligence to prevent that detriment.
5.5 Compliance with protections for eligible whistleblowers
An employee or officer of Hall Chadwick who fails to comply with clause 5.1, 5.2 or 5.3 may be subject to disciplinary action up to and including termination of employment or termination of an officer’s engagement. Such a person may also be in breach of the law, which may result in:
(a) civil liability to pay compensation, damages and/or a penalty; and/or
(b) criminal liability to pay penalties and/or a maximum of two years’ imprisonment.
6 Definitions
(a) Associate is defined in section 318 of the Income Tax Assessment Act 1936 (Cth).
(b) Detriment includes (but is not limited to):
(i) dismissal of an employee;
(ii) injury of an employee in their employment;
(iii) alteration of an employee’s position or duties to their disadvantage;
(iv) discrimination between an employee and other employees;
(v) harassment or intimidation of a person;
(vi) harm or injury to a person, including psychological harm;
(vii) damage to a person’s property;
(viii) damage to a person’s reputation;
(ix) damage to a person’s business or financial position; and
(x) any other damage to a person.
(c) Disclosable matter means information disclosed by an eligible whistleblower where the eligible whistleblower has reasonable grounds to suspect that the information:
(i) concerns misconduct or an improper state of affairs or circumstances (including but not limited to dishonest conduct, unlawful conduct, corruption or fraud) in relation to Hall Chadwick or a related body corporate of Hall Chadwick; or
(ii) indicates that Hall Chadwick, or an officer or employee of Hall Chadwick, or a related body corporate of Hal Chadwick, or an officer or employee of a related body corporate of Hall Chadwick, has engaged in conduct that:
(A) represents a danger to the public or the financial system; or
(B) contravenes the Corporations Act 2001, ASIC Act 2001, Banking Act 1959, Financial Sector (Collection of Data) Act 2001, Insurance Act 1973, Life Insurance Act 1995, National Consumer Credit Protection Act 2009, Superannuation Industry (Supervision) Act 1993, or an instrument or regulation made under any of those Acts; or
(C) contravenes any other law of the Commonwealth that is punishable by imprisonment for 12 months or more; or
(iii) indicates misconduct, or an improper state of affairs or circumstances, in relation to the tax affairs of Hall Chadwick or an associate of Hall Chadwick, where the eligible whistleblower considers the information may assist the eligible recipient to perform functions or duties in relation to the tax affairs of Hall Chadwick or an associate of Hall Chadwick.
(d) Eligible whistleblower means:
(i) an individual who is a current or former:
(A) officer of Hall Chadwick;
(B) employee of Hall Chadwick;
(C) individual (paid or unpaid) who supplies services or goods to Hall Chadwick, including volunteers;
(D) employee of an individual (paid or unpaid) that supplies services or goods to Hall Chadwick;
(E) an individual who is an associate of Hall Chadwick (within the meaning of the Corporations Act 2001 (Cth)); or
(ii) a relative, dependant or spouse of an individual referred to in clause 6(d)(i).
(e) Eligible recipient means:
(i) a senior manager or an officer of Hall Chadwick or of a related body corporate of Hall Chadwick;
(ii) a person authorised by Hall Chadwick to receive protected disclosures;
(iii) an auditor, or a member of an audit team conducting an audit, of Hall Chadwick or of a related body corporate of Hall Chadwick;
(iv) an actuary of Hall Chadwick or of a related body corporate of Hall Chadwick;
(v) the Australian Securities and Investments Commission;
(vi) the Australian Prudential Regulation Authority;
(vii) a prescribed Commonwealth authority;
(viii) where the eligible whistleblower is disclosing for the purpose of obtaining legal advice or legal representation in relation to the operation of relevant whistleblower legislation – a legal practitioner;
(ix) in addition to the above, where the disclosable matter is in relation to tax affairs:
(A) any employee or officer of Hall Chadwick who has functions or duties that relate to the tax affairs of Hall Chadwick;
(B) a registered tax agent or BAS agent who provides tax agent or BAS services to Hall Chadwick; or
(C) the Commissioner of Taxation.
(f) Emergency disclosure means a disclosure of a disclosable matter by an eligible whistleblower to a Member of Parliament or a journalist where:
(i) the eligible whistleblower has already made a protected disclosure to ASIC, APRA or a Commonwealth authority; and
(ii) they have reasonable grounds to believe that the protected disclosure concerns a substantial and imminent danger to the health or safety of one or more persons or the natural environment; and
(iii) they have notified the entity to which they made the protected disclosure that they intend to make an emergency disclosure; and
(iv) the extent of the information disclosed in the emergency disclosure is no greater than necessary to inform the recipient of the substantial and imminent danger.
(g) Personal work-related grievance means a grievance about any matter in relation to the eligible whistleblower’s employment, or former employment, which:
(i) has (or tends to have) implications for the eligible whistleblower personally;
(ii) does not have significant implications for Hall Chadwick (or another organisation regulated by whistleblower protection laws) that are unrelated to the eligible whistleblower; and
(iii) does not relate to conduct (or alleged conduct) set out in clause 6(c)(ii).
For example, this includes (but is not limited to):
interpersonal conflicts;
decisions relating to the engagement, transfer or promotion of the eligible whistleblower;
decisions relating to the terms and conditions of the eligible whistleblower’s employment;
decisions to suspend, discipline or dismiss the eligible whistleblower; and/or
conduct (or alleged conduct) in respect of workplace bulling, harassment, sexual harassment or discrimination.
A personal work-related grievance is not a disclosable matter, except to the extent that it concerns detriment to the eligible whistleblower in contravention of clause 5.3.
(h) Protected disclosure means a disclosure by an eligible whistleblower to an eligible recipient of a disclosable matter.
(i) Public interest disclosure means a disclosure of a disclosable matter by an eligible whistleblower to a Member of Parliament or a journalist where:
(i) the eligible whistleblower has already made a protected disclosure to ASIC, APRA or a Commonwealth authority;
(ii) at least 90 days have passed since they made the protected disclosure;
(iii) they do not have reasonable grounds to believe that action has been or is being taken to address the matters to which the protected disclosure related;
(iv) they have reasonable grounds to believe that making the public interest disclosure would be in the public interest;
(v) after the period referred to in clause 6(i)(ii), they have notified the entity to which they made the protected disclosure that they intend to make a public interest disclosure; and
(vi) the extent of the information disclosed in the public interest disclosure is no greater than necessary to inform the recipient of the disclosable matter.
(j) Tax affairs means affairs of Hall Chadwick or its associates relating to any tax imposed, assessed or collected by or under a law administered by the Commissioner of Taxation.
Part B
Part B of this policy deals with how auditors and audit team members at Hall Chadwick should respond if they receive a disclosure that relates to an audit client, or a related body corporate of an audit client.
In Part B, ‘regulated entity’ means:
- a company;
- a corporation to which paragraph 51(xx) of the Constitution applies;
- an ADI (within the meaning of the Banking Act 1959), an authorised NOHC (within the meaning of that Act) or a subsidiary of an ADI or an authorised NOHC;
- a general insurer (within the meaning of the Insurance Act 1973), an authorised NOHC (within the meaning of that Act) or a subsidiary of a general insurer or an authorised NOHC;
- a life company (within the meaning of the Life Insurance Act 1995), a registered NOHC (within the meaning of that Act) or a subsidiary of a life company or a registered NOHC;
- a superannuation entity or a trustee (within the meaning of the Superannuation Industry (Supervision) Act 1993) of a superannuation entity;
- an entity prescribed by the regulations under the Corporations Act 2001 (Cth).
7 What should I do if someone makes a disclosure to me in my capacity as an auditor or audit team member?
(a) Under the Corporations Act 2001 (Cth) and Taxation Administration Act 1953 (Cth), auditors and audit team members have important responsibilities in relation to whistleblower protection.
(b) Part B of this policy applies to you if:
(i) you receive a disclosure from:
(A) an individual who is a current or former:
(I) officer of a regulated entity;
(II) employee of a regulated entity;
(III) individual (paid or unpaid) who supplies services or goods to a regulated entity, including volunteers;
(IV) employee of an individual (paid or unpaid) that supplies services or goods to a regulated entity;
(V) an individual who is an associate of a regulated entity (within the meaning of the Corporations Act 2001 (Cth)); or
(B) a relative, dependant or spouse of an individual referred to in clause 7(b)(i)(A); and
(ii) you are an auditor, or member of an audit team conducting an audit, of the regulated entity referred to in clause 7(b)(i) or a related body corporate of that entity (audit client); and
(iii) the discloser has reasonable grounds to suspect that the disclosure contains information that:
(A) concerns misconduct or an improper state of affairs or circumstances (including but not limited to dishonest conduct, unlawful conduct, corruption or fraud) in relation to the audit client or a related body corporate of the audit client; or
(B) indicates that the audit client, or a related body corporate of the audit client, or any employee or officer of the audit client or a related body corporate of the audit client, has engaged in conduct that:
(I) represents a danger to the public or the financial system; or
(II) contravenes the Corporations Act 2001, ASIC Act 2001, Banking Act 1959, Financial Sector (Collection of Data) Act 2001, Insurance Act 1973, Life Insurance Act 1995, National Consumer Credit Protection Act 2009, Superannuation Industry (Supervision) Act 1993, or an instrument or regulation made under any of those Acts; or
(III) contravenes any other law of the Commonwealth that is punishable by imprisonment for 12 months or more; or
(C) indicates misconduct, or an improper state of affairs or circumstances, in relation to tax affairs; where the discloser considers the information may assist you to perform functions or duties in relation to tax affairs. In this section, ‘tax affairs’ means affairs of the audit client or an associate of the audit client that relate to any tax imposed, assessed or collected by or under a law administered by the Commissioner of Taxation.
(c) If clause 7(b) applies to you, you must comply with this policy (as though the discloser is an eligible discloser under this policy) and any relevant requirements under the Corporations Act 2001 (Cth) and Taxation Administration Act 1953 (Cth) including with regard to protecting the confidentiality of the identity of the discloser and not subjecting the discloser to detriment. Failure to comply may result in civil and/or criminal liability.
(d) Before you tell any other person about the disclosure, you must read and understand this policy to make sure you comply.
(e) If you need help understanding your obligations under this policy, including whether or not you should and/or can report the disclosure to the audit client, you should:
(i) seek legal advice; and
(ii) if necessary, speak with one of the people listed in clause 3.2(b), as long as you do not share:
(A) the discloser’s identity; and
(B) any information that is likely to identify the discloser, without the discloser’s clear and specific consent in writing.
This Whistleblower Policy was reviewed in June 2021