ABN 53 608 571 277
This Policy has been adopted by the Board on 29 May 2020 to comply with applicable law and ASIC Regulatory Guide 270 (Whistleblower policies).
The Chief Operating Officer of MTPConnect is the Compliance Officer for the purposes of this Policy.
1.1. MTPConnect requires directors, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of MTPConnect, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.
1.2. This Whistleblower Policy is an important tool for helping MTPConnect to identify wrongdoing that may not be uncovered unless there is a safe and secure way to disclose wrongdoing. If anyone becomes aware of possible wrongdoing, MTPConnect encourages them to disclose this information and will support them in doing so.
1.3. The purpose of this Whistleblower Policy is to set out the principles which:
(i) provide a mechanism to encourage the disclosure and reporting of misconduct matters of legitimate concern that may cause financial or non-financial loss to MTPConnect or damage its reputation, or concern suspected fraud, corrupt conduct or other inappropriate behaviour;
(ii) enable MTPConnect to effectively deal with reports of misconduct from Whistleblowers in a way that will, wherever possible, protect the identity of the Whistleblower, protect the interests of MTPConnect, affected parties and relevant stakeholders and provide for the secure storage of the information provided;
(iii) to provide transparency around MTPConnect’s framework for receiving, handling and investigating disclosures; and
(iv) establish the policies for protecting Whistleblowers against reprisal by any person.
2. REPORTING RESPONSIBILITY - who this Policy applies to
2.1. This Whistleblower Policy is intended to encourage and enable employees and other third parties recognised at law (Eligible Whistleblower) to raise serious concerns internally so that MTPConnect can address and correct inappropriate conduct and actions. It is the responsibility of all directors of the board, officers and employees to report concerns about violations of MTPConnect’s policies or suspected violations of law or regulations that govern MTPConnect’s operations.
2.2. Once a valid Whistleblower Report is made to the Eligible Recipient (paragraph 5.2 below) by an Eligible Whistleblower, the Eligible Whistleblower is entitled under the Corporations Act 2001 (Cth) (Corporations Act) to:
(i) identity protection; and
(ii) protection from detrimental acts or omissions, such as dismissal from employment, alteration of an employee’s duties, compensation and remedies, civil, criminal and administrative protection.
(i) is an offence under the Corporations Act including;
To give force to these protections the Policy prescribes steps to protect the identity of the Whistleblower.
3. MATTERS THE POLICY APPLIES TO
3.1. A Whistleblower is encouraged to disclose a Disclosable Matter which leads them to believe that malpractice is occurring, may occur or has occurred.
3.2. A Disclosable Matter means a matter where the discloser has reasonable grounds to suspect that the disclosed information concerns serious misconduct or a seriously improper state of affairs or circumstances in relation to MTPConnect.
3.3. A Disclosable Matter can include a matter where the discloser has reasonable grounds to suspect MTPConnect, an officer or employee of MTPConnect, has engaged in Improper Conduct that:
a. Dishonest, fraudulent or corrupt conduct or practices;
b. Conduct that is illegal, including theft, drug sale or use, violence, harassment, criminal damage to property or other breaches of state or federal legislation;
c. Misleading or deceptive conduct, including conduct or representations which amount to improper or misleading accounting or financial reporting practices;
(i) is a breach of MTPConnect policies, including breach of MTPConnect’s Human Resource Policy and confidentiality undertakings or agreements;
(ii) is conduct endangering the health and safety of any person or persons which has been reported to management but not acted upon;
(iii) is a gross mismanagement and other serious improper conduct;
(iv) coercion, harassment or discrimination by, or affecting, any director of the board, officer or employee of MTPConnect;
(v) is conduct that may cause financial loss to MTPConnect or damage its reputation or be otherwise detrimental to MTPConnect’s interests;
(vi) is any action taken against, or harm suffered by a person as a result of making a report or participating in any process or investigation under, or regarding, this Policy;
(vii) is an offence against any Commonwealth law punishable for 12 months or more by imprisonment; or
(viii) represents a danger to the public.
3.4. The following are a limited, non-exhaustive list of examples of Improper Conduct that could represent Disclosable Matters:
(i) MTPConnect engages in systematic illegal conduct;
(ii) fraud, falsification of results and money laundering; and
(iii) offering or accepting a bribe.
3.5. Disclosures of personal work-related grievances that don’t involve a detriment caused to a Protected Whistleblower (or a threat of detriment), such as interpersonal conflicts, are not Disclosable Matters and aren’t protected under the Corporations Act. A personal work-related grievance is one that relates to a person’s current or former employment that has implications for that person but doesn’t have significant implications for MTPConnect. An example of a work-related grievance that is not protected by law could include if a person missed out on a promotion or if a person did not like the managerial style of their supervisor.
4. REPORTING PROCEDURE – How to make a disclosure
4.1. MTPConnect has an open-door policy and suggests that employees share their questions, concerns, suggestions or complaints with their supervisor. If an employee is not comfortable speaking with their supervisor or not satisfied with their supervisor’s response, they are encouraged to speak with the Chief Operating Officer (who is the ‘Compliance Officer’ for this Policy).
4.2. Supervisors and managers are required to report complaints or concerns about suspected ethical and legal violations in writing to MTPConnect’s Chief Operating Officer, who has the responsibility to investigate all reported complaints.
4.3. Employees with concerns or complaints may also submit their concerns in writing directly to their supervisor or the Managing Director or the Chief Operating Officer.
4.4. When seeking to make a Whistleblower Report, a Whistleblower must at that same time (i.e. during the same communication):
(i) clearly identify that the communication is a Whistleblower Report; and
(ii) clearly identify that the communication is to be dealt with under this Policy.
4.5. If a Whistleblower fails to clearly identify the communication as a Whistleblower Report at the first instance, then it cannot be dealt with under this Policy.
4.6. An employee may make their written Whistleblower Report anonymously and still qualify for protection under the Corporations Act, however, if a Whistleblower remains anonymous, then this may hamper MTPConnect’s ability to investigate or act upon the Whistleblower’s concerns. An anonymous Whistleblower Report will be acted upon to the extent possible given its anonymous nature. A Whistleblower can make the disclosure via email, post, or telephone call.
5. WHO CAN RECEIVE A DISCLOSURE – ELIGIBLE RECIPIENTS
5.1. The Chief Operating Officer (Compliance Officer) is responsible for ensuring that all complaints about unethical or illegal conduct are investigated and resolved. The Compliance Officer will advise the Managing Director of all complaints and their resolution and will report at least annually to the Chair of the Audit and Risk Committee on compliance activity relating to accounting or alleged financial improprieties.
5.2. If it is not appropriate to report the matter to the designated internal Compliance Officer, a Whistleblower may contact one of the designated Eligible Recipients below. This avenue is generally only appropriate in the instance of alleged or suspected Misconduct involving the Compliance Officer or, in the case of approaching an external Eligible Recipient, other senior management. Each Eligible Recipient is designated to receive disclosures or reports of alleged or suspected Misconduct are:
(i) Managing Director;
(ii) Chair of the Board; or
(iii) MTPConnect’s external auditors, accountants or lawyers.
5.3. A disclosure made to a legal practitioner for the purposes of obtaining legal advice or representation in relation to the operation of the Whistleblower provisions in the Corporations Act are also protected.
5.4. A Whistleblower may also seek external advice from or make a disclosure to parties outside the organisation such as regulatory bodies, journalists and members of parliament through a Public Interest Disclosure under certain circumstances.
5.5. Disclosures of information relating to Disclosable Matters can also be made to ASIC, or another Commonwealth body prescribed by regulation for protection under the Corporations Act.
6. HANDLING AND INVESTIGATING A DISCLOSURE
6.1. The recipient of a valid Whistleblower Report shall both:
(i) seek to resolve the Disclosable Matter (i.e. cause wrongdoing to cease and not recur); and
(ii) protect the confidentiality, anonymity and interests of the Whistleblower under the provisions of this Policy.
6.2 Handling of Reported Violations: MTPConnect’s Compliance Officer will notify the person who submitted a complaint and acknowledge receipt of the reported violation or suspected violation within 72 hours of receipt. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.
6.3 To be clear, the purpose of this Policy is to have a serious wrongdoing stopped (and not recur) and to protect where possible the broad interests (e.g. ongoing employment, status, reputation and well-being) of the legitimate Whistleblower. Wherever possible a legitimate Whistleblower should not be disadvantaged by the valid Whistleblower activity.
6.4 MTPConnect shall also undertake the following:
(i) Investigation: MTPConnect will seek to investigate the Disclosable Matter as soon as is reasonably practicable, by examining the reported allegations and associated facts of the matter (within 90 days or receipt of the Reported Violation);
(ii) Board Report: The Disclosable Matter will be documented and the findings reported to the Board (within 30 day of completion of the Investigation); and
(iii) Whistleblower Update: Where possible, and within reasonable constraints, the Whistleblower will be kept informed as to how progress is being made within a reasonable time frame during and following the investigation and Board report.
6.5 If possible, the Whistleblower will be informed of the outcome of the Investigation and of any action that is proposed to rectify any Disclosable Matter.
6.6 For accounting and auditing matters, MTPConnect’s Compliance Officer shall immediately notify the Chair of the Audit and Risk Committee of any concerns or complaint regarding corporate accounting practices, internal controls or auditing and work with the Committee until the matter is resolved.
7. NO RETALIATION – Support and practical protection for disclosure
7.1. It is contrary to the values of MTPConnect for anyone to retaliate against any director of the board, officer or employee who in good faith reports an policy violation, or a suspected violation of law, such as a complaint of discrimination, or suspected fraud, or suspected violation of any regulation governing the operations of MTPConnect. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline.
7.2. Filing a written complaint concerning a violation or suspected violation must be done in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.
7.3. If a person is unsure whether they should report a disclosure under this Policy, they can discuss this with MTPConnect’s Compliance Officer.
8. CONFIDENTIALIY – Handling care and anonymity
8.1. Violations or suspected violations may be submitted on a confidential basis by the Whistleblower. Reports will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
8.2. In some cases, MTPConnect itself may engage with external authorities to report or resolve the wrongdoing. If this is necessary, then MTPConnect reserves the right to involve one or more external authorities with or without the Whistleblower’s prior consent. Where possible, MTPConnect will seek to preserve the Whistleblower’s anonymity but will make legally required disclosures which may include the Whistleblower’s identity and the Whistleblower Report. If an external agency is engaged, then confidentiality and anonymity of the Whistleblower shall be in the hands of the external agency and their subsequent activities.
9. REVIEW AND PROMOTION OF THIS POLICY
9.1 The Board will review this Policy from time to time. The Policy may be amended by resolution of the Board.
9.2 All directors, officers and employees will be provided with access to and appropriate training in relation to this Policy, as part of MTPConnect’s education of its staff in relation to its policies.
This Policy is a public document and may be placed on MTPConnect’s intranet and website in satisfaction of regulatory obligations.