Whistleblower Policy.

Section 1. Introduction

The NEX Building Group (the “Group”) is committed to supporting a culture of professional behaviour, ethical conduct and integrity. The Group does not condone corrupt, illegal or other undesirable conduct by any officer, employee or related entity of the Group.

The Group’s Code of Conduct and other policies have been developed to align with the Group’s values to ensure we promote and conform to the highest standards of integrity and professional conduct in our business activities.

The Group’s Whistleblower Policy (the “Policy”) has been established to ensure our employees and other stakeholders can raise concerns regarding misconduct or an improper state of affairs or circumstances without being subject to victimisation or detrimental treatment as a result.

Words and phrases formatted in bold have specific definitions under the relevant legislation. Please refer to Section 8 - definitions.

Section 2. Purpose and Scope

This Policy meets the requirements under the Treasury Laws Amendment (Enhancing Whistleblower Protections) Act 2019 (the Whistleblowers Act) for a Whistleblower Policy. 

This Policy details the framework for receiving, investigating and addressing disclosures that are eligible for whistleblowing protections (protected disclosures). It includes:

• information about to whom and how protected disclosures may be made; 
• information about the protections available to whistleblowers and how the Group will support whistleblowers and protect them from detriment; 
• information about how the Group will investigate protected disclosures; 
• information about how the Group will ensure fair treatment of employees who are mentioned in protected disclosures, or about whom such disclosures relate; and
• information about how the Policy will be made available to officers and employees.

This Policy applies to all current and former:

• directors,
• employees, and
• contractors

of all entities within the Group, as well as all eligible whistleblowers and eligible recipients. 

Section 3. Matters to be Disclosed

A whistleblower should have reasonable grounds to suspect that information disclosed concerns misconduct, or an improper state of affairs or circumstances, in relation to the Group, including a controlled entity of the Group. 

Such information includes information that indicates the Group or an officer or employee of the Group (including related entities) may have engaged in conduct that:

(a) constitutes an offence against, or a contravention of, any of the following:

• i. the Corporations Act 2001;
• ii. the ASIC Act 2001;
• iii. the Banking Act 1959;
• iv. the Financial Sector (Collection of Data) Act 2001;
• v. the Insurance Act 1973;
• vi. the Life Insurance Act 1995;
• vii. the National Consumer Credit Protection Act 2009;
• viii. the Superannuation Industry (Supervision) Act 1993;

(b) constitutes an offence against any other law of the Commonwealth that is punishable by imprisonment for a period of 12 months or more; or

(c) represents a danger to the public or the financial system.

Disclosures that are not about a disclosable matter do not qualify for protections under the Whistleblowers Act. 

3.1 Work-Related Grievances

Disclosures of information are considered “work-related grievances’ and do not qualify for protections under the Whistleblowers Act where the information:

(a) concerns a grievance about any matter in relation to the whistleblower’s employment, or former employment, having implications for the whistleblower personally (other than victimisation of a whistleblower); and

(b) the information:

• i. does not have significant implications for the Group, that do not relate to the whistleblower; and
• ii. does not concern conduct, or alleged conduct, referred to in clauses 8 and 9 above. 

Examples of grievances that may be personal ‘work‑related grievances’ are as follows:

• an interpersonal conflict between the whistleblower and another employee;
• 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;
• a decision to suspend or terminate the engagement of the whistleblower, or otherwise to discipline the whistleblower.

For work-related grievances, refer to the Group’s Equal Employment Opportunity, Harassment and Bullying Policy and the Group’s Code of Conduct for the appropriate reporting process. 

A work-related grievance may qualify for protection if it includes information about a matter identified in Section 3 above. 

3.2 Reasonable Grounds

A disclosure may have serious consequences, including potential reputational damage for the people who are subject to allegations of misconduct. Therefore, it is very important that individuals who make a disclosure under this Policy do so with reasonable grounds for believing that the information disclosed indicates misconduct has occurred or is likely to occur.  

An assessment of “reasonable grounds” is based on the objective reasonableness of the reasons for the discloser’s suspicion. Disclosures must satisfy this reasonableness test to qualify for protection under the Whistleblowers Act. 

Disciplinary action may be taken against employees who make false reports or repeated trivial claims where the report is considered frivolous, raised for malicious or ulterior motives or not based on facts and/or circumstances that provide a reasonable basis for the allegations.  

Section 4. How to Make a Disclosure

The Group relies on its employees and officers to help maintain a professional and ethical culture throughout the business. It is expected that any employee or officer who becomes aware of misconduct will disclose such information.

4.1 Internal Reporting

A protected disclosure may be made to an eligible recipient. For the purposes of ensuring appropriate escalation, timely investigation and protection of your rights as a whistleblower, we have appointed the below Whistleblower Protection Officers (WPOs):

• Clare Cook (Head of Audit, Risk and Governance)
• Elizabeth Hardaker (Chief People Officer)
• Nick Elkington (Chief Financial Officer)
• Andrew Helmers (Managing Director and Group Chief Executive Officer)

Eligible recipients may also include directors, executives and internal and external auditors of the Group. Refer to Section 8 for further information about eligible recipients. 

Individuals should contact the WPO or eligible recipient that they feel most comfortable discussing potentially sensitive information with and who they feel would not have a direct conflict of interest regarding the matter disclosed. Disclosures can be made directly or via the Group Whistleblower Hotline. Refer section 4.2 below for details. 

Disclosures made under this Policy should describe the basis for the disclosure and provide as much detail as possible, including all relevant facts, supporting documentation and other information as available, such as specific dates and persons involved. 

If additional information is required prior to making a disclosure, please contact a WPO or the Whistleblower Hotline. 

4.2 Whistleblower Hotline and Anonymous Disclosures

The Group has established the Whistleblower Hotline to facilitate anonymous disclosures. This service is operated by an independent party, PKF Integrity, who receives, reviews and refers the disclosure to the appropriate WPO(s). 

Anonymous disclosures can be difficult to thoroughly investigate. An investigation team may not be able to contact you to seek further information if necessary or provide updates regarding the status of the investigation. Therefore, it is imperative you provide sufficient detail and information in your disclosure to enable an effective investigation to be conducted. 

The Whistleblower Hotline provides mechanisms for more effective anonymous communication. You will be issued with a unique Report Number on submission of a report and may choose to select a password. The password is optional, however is strongly recommended as it will allow you to check on the status of your report and/or provide further evidence later, while maintaining your anonymity.

Alternatively, you may choose to remain anonymous to the Group but provide your contact details to PKF Integrity to enable them to contact you for further information or to provide updates. If you so choose, PKF Integrity will maintain your anonymity in all communications to the Group. You may also choose not to answer questions that you believe may reveal your identity.

If you choose to make a disclosure to the Whistleblower Hotline (including an anonymous disclosure), you may do so as follows:

• Via the toll-free number: 1800 317 452 
• Via email: nexbghotline@pkf.com.au
• By lodging a report via the online portal at the link: https://www.pkftalkintegrity.com/?nex

4.3 External Reporting

External disclosures may qualify for protections under the Whistleblowers Act where the disclosure is made to:

• a legal practitioner;
• relevant regulatory bodies such as APRA and the ATO; and
• under certain circumstances, journalists and members of the Commonwealth, state or territory parliaments (parliamentarians).

Section 5. Protection and Support for Whistleblowers

5.1 Protection of Identity

There is no requirement for a whistleblower to identify themself in order to make a disclosure or for a disclosure to qualify for protection.  

In the event a whistleblower makes a disclosure eligible for protection under this Policy and the Whistleblowers Act, the identity of the whistleblower as well as any information that is likely to lead to identification of the whistleblower (their ‘confidential information’) will only be disclosed in the following circumstances:

• the whistleblower provides consent for the disclosure of their confidential information;
• the disclosure is made to ASIC, APRA, a member of the Australian Federal Police or a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to the operation of Whistleblowers Act and this Policy; or
• information (other than the identity of the whistleblower) is reasonably required to be revealed for the purpose of investigating the disclosed matter and all reasonable steps have been taken to reduce the risk that the whistleblower will be identified as a result. 

Compensation and other remedies may be available to a whistleblower in the event their confidentiality is breached. Penalties may also apply under the legislation for a breach of confidential information, up to $200,000 for an individual and $1 million for a body corporate. 

In order to protect the confidentiality of a discloser’s identity:

• all personal information or reference to the discloser witnessing an event will be redacted in communications made regarding the disclosure;
• the discloser will be referred to in a gender-neutral context;
• where possible, the discloser will be contacted to help identify certain aspects of their disclosure that could inadvertently identify them – for example, if the discloser is one of a very small number of people with access to the information or if they had previously mentioned to other people that they are considering making a disclosure;
• access to information relating to a disclosure and the discloser’s identity will be limited to qualified staff directly involved in managing and investigating the disclosure; and
• all documents and other materials relating to the disclosures, whether paper or electronic, will be stored and disseminated securely.

5.2 Protection from Victimisation and Whistleblower Support

In no circumstances does the Group condone the victimisation of a known or suspected whistleblower. 

Any individual acting in a way that causes detriment or threatens to cause detriment to a known or suspected whistleblower will be considered in breach of this Policy as well as the Code of Conduct and will be subject to disciplinary action. In addition, such an individual may be subject to civil penalty and other legal consequences as a result of contravening the Whistleblowers Act. 

Involvement in detrimental conduct in any way includes the following:

• aiding, abetting, counselling or procuring the detrimental conduct;
• inducing another individual to engage in detrimental conduct through threat or promise;
• knowingly concerned in, or party to, detrimental conduct by act or omission, directly or indirectly; and
• conspiring with others to effect the detrimental conduct. 

Whistleblowers who feel they have been subject to detrimental conduct or threats thereof should report this conduct to a WPO to enable an investigation and potential disciplinary action to commence. 

The Group values the contribution whistleblowers make to ensure integrity and professional conduct remains at the heart of our business operations. We understand that whistleblowers may experience increased levels of stress and may require additional support. We encourage whistleblowers to seek support from their WPO or from the Group’s confidential Employee Assistance Program. 

In order to protect a discloser from detriment:

• support services are available through the Employee Assistance Program, including strategies to help a discloser minimise and manage stress, performance impacts or other challenges resulting from the disclosure or an investigation; 
• the risk of detriment against a discloser and other persons (e.g. other staff who might be suspected to have made a disclosure) will be considered as soon as practicable after receiving a disclosure and possible protective actions identified (e.g. the entity could allow the discloser to perform their duties from another location, reassign the discloser to another role at the same level, or make other modifications to the discloser’s workplace or duties); and
• in the event a discloser experiences detriment, they may contact a WPO who will seek to support the discloser and may investigate or otherwise address the allegations. The discloser may also seek independent legal advice or contact regulatory bodies (e.g. ASIC or the ATO) if they believe they have suffered detriment. 

5.3 Other Protections Available

If a person makes a protected disclosure, the Group will ensure the following:

• the whistleblower is not subject to civil, criminal or administrative liability, including disciplinary action, for making the disclosure;
• no remedy will be enforced or right exercised against the whistleblower on the basis of the disclosure.

Information made in a protected disclosure may be inadmissible evidence against the whistleblower in criminal proceedings or in proceedings for the imposition of a penalty, except where the proceedings are in relation to the falsity of information reported. 

Where the information disclosed reveals misconduct by the whistleblower, the whistleblower may be subject to appropriate civil, criminal or administrative liability on the basis of this misconduct. 

Compensation may also be available to a whistleblower for loss, damage or injury suffered as a result of experiencing detrimental conduct. Other remedies include, but are not limited to, court-ordered injunctions to prevent, stop or remedy the effects of detrimental conduct experienced or exemplary damages. 

Section 6. Investigation

Upon receipt of a disclosure under this Policy, the WPO will assess the information provided to determine whether the disclosure qualifies for protection under this Policy, and if it does, to assess whether there is a reasonable indication that misconduct may have occurred. The WPO will then determine an appropriate response.  

An investigation team (internal, external, or combination of both as appropriate) will be appointed to investigate reasonable indications of misconduct that falls within the scope of this policy. The investigation process will be determined by reference to the nature of the protected disclosure and determined by the investigation team. Information will be shared with the investigation team in line with the principles outlined in Section 5. 

The investigation team will conduct investigations in a fair and independent manner with all reasonable efforts made to preserve the confidentiality of an investigation. The team will be comprised of independent, experienced individuals to ensure the fair and reasonable treatment of disclosers and employees named in, or related to, the protected disclosure. 

Where a whistleblower has disclosed their identity or used a supported anonymous reporting mechanism, the WPO will inform the whistleblower directly or indirectly via PKF Integrity of the progress and outcome of an investigation, subject to privacy and confidentiality considerations. The Group will strive to make such communication no later than 90 days after a disclosure is received.  

In the event a disclosure is received that does not fall within the scope of this policy, or where there is information to suggest a lack of reasonable grounds for the disclosure, the WPO may choose not to conduct an investigation. Where this occurs, the WPO will keep a record of the assessment made, including the rationale for the outcome, and inform the whistleblower where possible. 

6.1 Subjects of an Investigation

In order to ensure the fair treatment of any individuals named in a disclosure:

• Information relating to a disclosure and the subject’s identity will be treated as confidential and limited to qualified staff directly involved in managing and investigating the disclosure;  
• Where an investigation is required, it will be conducted in an objective, fair and independent manner with the key objective being to determine whether there is sufficient evidence to substantiate or refute the matters reported; 
• An employee who is the subject of a disclosure will be advised about the subject matter at an appropriate time, considering both procedural fairness as well as possible ramifications of informing the subject. In any event, the subject will be informed of an investigation prior to any adverse actions being taken against them. 

6.2 Conclusion of an Investigation

The investigation team will provide a report at the conclusion of an investigation to the Board of Directors, or a sub-committee of the Board, if necessary, taking into consideration the details of the disclosure and subsequent investigation. This report will set out the findings on the allegations and a summary of the evidence obtained. Findings may be that an allegation is:

• fully substantiated; 
• partially substantiated; 
• not able to be substantiated; or 
• disproven.

Where allegations have been fully or partially substantiated, the Board or relevant sub-committee will consider appropriate next steps in collaboration with the investigation team, the Chief People Officer and the relevant Hiring Manager’s manager. 

Any findings that relate to criminal activity will be reported to the police and/or relevant regulator.

Section 7. Implementation and Review of this Policy

This Policy will be maintained on the Group’s intranet to ensure it is available to all officers and employees of the Group.

A link will also be provided on the NEX Building Group website to communicate Whistleblower Hotline details to subcontractors and vendors of the Group.

Training on the Policy will be provided to all employees through the use of a mandatory e-learning module administered by Human Resources. This module will be required to be completed periodically by all staff. 

The Head of Audit, Risk and Governance is responsible for review of this Policy at least annually and approving any required administrative amendments. Significant amendments to this Policy require the approval of the Chief Financial Officer, Chief People Officer, Group CEO or a Director. 

Section 8. Definitions

Associate: The following are considered associates of a body corporate under the Corporations Act 2001 (Cth):
(a) a director or secretary of the body;
(b) a related body corporate;
(c) a director or secretary of a related body corporate.

Detriment: As per the Corporations Act 2001 (Cth), detriment includes (without limitation) the following:
(a) dismissal of an employee;
(b) injury of an employee in his or her employment;
(c) alteration of an employee’s position or duties to his or her disadvantage;
(d) discrimination between an employee and other employees of the same employer;
(e) harassment or intimidation of a person;
(f) harm or injury to a person, including psychological harm;
(g) damage to a person’s property;
(h) damage to a person’s reputation;
(i) damage to a person’s business or financial position;
(j) any other damage to a person.

Eligible Recipient: As per the Corporations Act 2001 (Cth), eligible recipients are:
(a) an officer or senior manager of the Group or a related entity;
(b) an auditor, or a member of an audit team conducting an audit, of the Group;
(c) an actuary of the Group;
(d) a person authorised by the Group to receive disclosures.

The following individuals have been identified as eligible recipients for the Group:

Eligible Whistleblower:
A whistleblower is an ‘eligible whistleblower’ in relation to the Group if they are, or have been, any of the following:
(a) an officer of the Group;
(b) an employee of the Group;
(c) a person, or an employee of a person, who supplies services or goods to the Group (whether paid or unpaid);
(d) an individual who is an associate of the Group;
(e) a relative of an individual referred to in (a) to (d) above;
(f) a dependant of an individual referred to in (a) to (d) above, or of such an individual’s spouse.

Officer:
An individual is an officer of a corporation under the Corporations Act 2001 (Cth) if that person is:
(a) a director or secretary of the corporation;
(b) a person who:

• i. makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the corporation;
• ii. has the capacity to affect significantly the corporation’s financial standing;

(c) a receiver, or receiver and manager, of the property of the corporation;
(d) an administrator of the corporation;
(e) an administrator of a deed of company arrangement executed by the corporation;
(f) a liquidator of the corporation;
(g) a trustee or other person administering a compromise or arrangement made between the corporation and someone else.