Unimutual Limited Whistleblower Policy
This document sets out the whistleblower policy of Unimutual Limited (ABN 45 106 564 372 AFS Licence 241142) (“Unimutual”).
1. Introduction to Policy
The Whistleblower Protection Act was enacted on 19 February 2019, this introduced amendments to the Corporations Act 2001 Cth (the Corporations Act) consolidating the whistleblower protection regime for the corporate sector and strengthening the protections for whistleblowers. This Policy encompasses the amendments to the Corporations Act to help uncover misconduct and wrongdoings and protect individuals who may make a disclosure, sometimes at great personal and financial risk to themselves and Unimutual Limited (Unimutual).
The Whistleblower Protection Policy (Policy) is created to help:
- deter wrongdoing, and encourage more disclosure of wrongdoings;
- promote better compliance with the law and corporate governance;
- promote a more ethical culture by increasing awareness that there is a higher likelihood that wrongdoing is reported, improving the whistleblowing culture;
- improve risk management;
- provide better protection for individuals who disclose wrongdoings; and
- facilitate an effective whistleblower management process.
With the establishment of this Policy, Unimutual enables the reporting of any instances, observations or suspected unethical, illegal fraudulent or undesirable conduct by either Unimutual and/or the mutual managers, Regis Mutual Management Pty Ltd (the Managers) even if only suspected. Unimutual will support a whistleblowing culture by providing protection and processes for individuals who make a report and disclose their concerns regarding wrongdoings. Unimutual will ensure such reports can be done in a safe, confidential environment without fear of retaliation, victimisation, intimidation or disadvantage.
This Policy outlines the processes and protections provided by Unimutual regarding the disclosure of such reportable conduct.
This Policy applies to all directors, employees, contractors, suppliers, brokers, auditors, clients and members of Unimutual and the Managers. The protection extends to relatives, dependents and spouses of these individuals. This Policy will be made available on the Unimutual website and made available to any such person who should require access to it.
1.3 Document Review
This Policy will be reviewed and updated on an annual basis by Unimutual, or at any other time should the policy and procedures require amendment.
2. Whistleblower Protection Policy
2.1 Policy requirements
Unimutual is committed to a high standard of conduct and ethical behaviour in all its business dealings, and the Policy is essential to ensure good risk management and corporate governance. Unimutual has adopted the requirements to have a whistleblower policy as specified in the Corporations Act s1317AI.
This Policy aims to ensure that the individuals who make the report have clarity about how Unimutual will support them, by indicating how they:
- are encouraged to express concerns;
- know how to express concerns;
- know what will happen once concerns are expressed;
- identify who qualifies for protection from their disclosure under the Policy; and
- feel safe in expressing concerns.
2.2 Eligible Whistleblower
The Corporation’s Act gives special disclosure protections to whistleblowers who disclose misconduct or wrongdoing relating to Unimutual and/or the Managers when the following three conditions are satisfied:
- The whistleblower is or has been:
- an officer or employee of Unimutual or the Managers;
- an individual who supplies goods or services to Unimutual or the Managers or an employee of a person who supplies goods and services to Unimutual and/or the Managers;
- an individual who is an associate of Unimutual and/or the Managers; or
- a relative, dependent or dependent of the spouse of any individual referred to above.
- A report is made to:
- a whistleblower disclosure officer;
- a whistleblower investigation officer;
- an officer or senior manager of Unimutual or The Managers;
- a Unimutual external auditor or a member of that audit team;
- ASIC; or
- a legal practitioner to obtain legal advice or legal representation concerning the operation of the whistleblower provisions in the Corporations Act.
- The whistleblower has reasonable grounds to suspect that the information disclosed concerns misconduct, or wrongdoing relating to Unimutual and/or The Managers. The disclosure may include a breach of legislation including the Corporations Act or an offence against the Commonwealth punishable by imprisonment for 12 months or more or conduct that represents a danger to the public or financial systems.
2.3 Protection Under the Corporations Act
The following protection is given to the whistleblower by the Corporations Act when the above conditions in section 2.2 are met:
- the whistleblower is immune from any civil, criminal or administrative legal action (including disciplinary action) for making the disclosure;
- no contractual or other remedies may be enforced, and no contractual or other rights may be exercised against the whistleblower for making the report;
- in some circumstances, the reported information is not admissible against the whistleblower in criminal proceedings or in proceedings for the imposition of a penalty;
- anyone who causes or threatens to cause detriment to a whistleblower or another person in the belief or suspicion that a report has been made, or may have been made, proposes to or could be made, maybe guilty of an offence and may be liable for damages;
- the whistleblower’s identity cannot be disclosed to a court or tribunal except where considered necessary; and
- the person receiving the report commits an offence if they disclose the substance of the report or the whistleblower’s identity without the whistleblower’s consent unless it is to ASIC or a lawyer for the purpose to obtain legal advice or representation concerning the report.
2.4 Roles and Responsibilities
Protection is available to whistleblowers who disclose misconduct and wrongdoings that are made with reasonable grounds to believe them to be true.
To ensure that all employees are treated fairly and that resources are not wasted, protection is not available where the disclosure is:
- trivial and has no substance, this will be treated in the same manner as a false report and may itself be wrongdoing;
- an unsubstantiated allegation which is found to have been made maliciously or knowingly to be false.
These will be viewed seriously and may be subject to disciplinary action that could include dismissal, termination of service or cessation of a service or client relationship.
The whistleblower must provide information to assist any enquiry/investigation to enable a complete understanding of the disclosure. Making a disclosure may not protect the whistleblower from the consequences flowing from any involvement in the wrongdoing itself. A person’s liability for their own conduct is not affected by their report of the conduct under this Policy, however active cooperation in the investigation, admission and remorse may be considered in any disciplinary action.
Even though a whistleblower may be implicated in the wrongdoing, they must not be subjected to any actual or threatened retaliatory action or victimisation in reprisal for making a report under this Policy.
Whistleblower Protection Officer.
A whistleblower protection officer may be appointed if the whistleblower wishes. The whistleblower protection officer is an officer, senior manager or employee nominated by Unimutual to support and provide protection to the whistleblower according to this Policy.
The whistleblower protection officer will provide mentoring, and other support deemed necessary by the whistleblower protection officer. The whistleblower protection officer is responsible for keeping the whistleblower informed of the progress and outcomes of the inquiry/investigation subject to considerations of privacy of those against who a disclosure has been made.
The Whistleblower Investigation Officer
A whistleblower investigation officer is responsible for receiving whistleblower disclosures or wrongdoing and overseeing the investigation. The whistleblower investigation officer is the CEO of the Managers in the first instance and/or an appointed executive in any absence.
The whistleblower investigations officer must, after the initial disclosure:
- appoint a whistleblower protection officer to provide support to the whistleblower if the whistleblower agrees;
- notify the whistleblower protection officer of the disclosure allegations;
- be satisfied that each disclosure of wrongdoing they received is appropriately inquired into or investigated;
- be satisfied that the action taken in response to the inquiry/investigation is appropriate to the circumstances; and
- provide governance oversight of any inquiry/investigation into retaliatory action taken against the whistleblower.
Alternatively, if the disclosure contains allegations against a Unimutual Executive or where the whistleblower has a reasonable belief that the whistleblower investigation officer is not sufficiently independent, a report should be provided to the Unimutual Board.
2.5 Making the disclosure.
A whistleblower may make the disclosure of reportable conduct in person to:
- a non-executive Director of Unimutual;
- the CEO of the Managers;
- a Member director of Unimutual; or
- a Senior Manager.
The whistleblower can make their disclosure anonymously if they choose to do so by emailing the compliance team email address Complianceteam@rmml.com or via post.
Level 11, 56 Pitt Street
Sydney NSW 2000
PO Box H96
Australia Square NSW 1215
Should the whistleblower want to make their disclosure anonymously, they should do so using an email address from which the person’s identity cannot be determined, and the declaration does not identify themselves in the email. Should the whistleblower choose to remain anonymous, the whistleblower is requested to continue to maintain ongoing two-way communication with Unimutual to enable follow up, questions, feedback and keep the whistleblower informed on the progress of the investigation.
Reportable conduct means any conduct concerning Unimutual and/or The Managers, that is:
- in breach of internal policy (such as the code of conduct); and/or
- in danger, or represents danger, to the public or Unimutual’s financial system.
Reportable conduct does not include “personal work-related grievances”. These are generally grievances relating to a staff member’s current or former employment or engagement (or that of their relatives or dependents who are a staff member) that have implications for that person personally, and that do not have broader implications for Unimutual or the Managers. For example, an interpersonal conflict between staff members, or a decision relating to employment or engagement, such as a transfer, promotion or disciplinary action of a staff member.
Reportable conduct will not include disclosures determined by the whistleblower investigations officer to fall outside the scope of this Policy as described under investigation of the allegation.
When making a disclosure, a whistleblower will be expected to have reasonable grounds to suspect the information being disclosed is true. A whistleblower will not be penalised if the information turns out to be incorrect, however a whistleblower must not make a report which is known not to be true or is misleading. Where it is found that a whistleblower knowingly made a false report, this may be a breach of the Unimutual Code of Conduct and will be considered a serious matter that may result in disciplinary action. There may also be a legal consequence if a whistleblower knowingly makes a false report.
Unimutual strictly prohibits all forms of detrimental conduct against anyone who discloses under the Policy. Detrimental conduct means any actual or threatened conduct that could cause a detriment to the whistleblower as a result of making a disclosure, including:
- termination of employment;
- harassment, bullying or intimidation;
- personal or financial disadvantage;
- unlawful discrimination;
- harm and injury, including psychological harm;
- damage to reputation; or
- any other conduct that constitutes retaliation.
Unimutual will take all reasonable steps to protect the whistleblower from detrimental conduct and will take necessary action where detrimental conduct is identified.
Unimutual also strictly prohibits all forms of detrimental conduct against people who are involved in an investigation of a whistleblower disclosure in response to their involvement in that investigation.
Review and Assessment of the disclosure.
The whistleblower investigation officer will review and assess whether a disclosure falls within the intended scope of this Policy. All qualifying whistleblower disclosure will be referred to a whistleblower investigation officer.
2.6 Anonymity and Confidentiality
When a disclosure report is made, it can be made anonymously, and the identity of the whistleblower making the disclosure must be kept confidential unless one of the following exceptions applies:
- the whistleblower consents to the disclosure of their identity;
- the disclosed details might reveal the discloser’s identity, and the disclosure is reasonably necessary for the effective investigations of the matter;
- the concern is reported to ASIC; or
- the concern is raised with a lawyer for the purpose of obtaining legal advice or representation.
2.7 Investigation of the allegation
The whistleblower investigation officer will carry out a preliminary review of the whistleblower disclosure and will decide whether the allegations raised should be investigated. While not all whistleblower disclosures will necessarily lead to an investigation, they will be assessed, and a decision made as to whether they should be investigated.
Unimutual’s response to a whistleblower disclosure will vary depending on its nature (including the amount of information provided). The whistleblower investigations officer will decide and conduct the investigation and where appropriate advise the whistleblower of the decision whether to investigate if contact details are provided.
Investigations need to follow a fair process, conducted in a timely manner and be independent of the person(s) about whom an allegation has been made. The whistleblower investigation officer will, as appropriate, provide the whistleblower with feedback on the progress and expected timeframes of the investigation. Provided there are no restrictions or other reasonable bases for doing so, persons against whom an allegation has been made will be informed of the allegation and will have an opportunity to respond to any allegation.
The whistleblower investigation officer will prepare a report, including the findings on the allegations and a summary of the evidence on which the findings are based. If permitted by law, the whistleblower investigation officer may inform the whistleblower or the person against whom allegations have been made of the findings. The reports will remain the property of Unimutual and will not be shared with any of the parties involved. The reports will be presented to the Unimutual Board and Risk Committee for review.
Support for Whistleblowers
For current and former employees (or an immediate family member thereof), the whistleblower protection officer will be available for support.
Unimutual and the Managers will raise and address matters that arise in the ordinary course of employment or contractual relationship to address any performance or misconduct concerns. In addition, Unimutual at its discretion may grant immunity from internal disciplinary proceedings relating to matters that come to light as a result of the disclosure.
Should the whistleblower experience any concerns that relate to:
- detrimental conduct; or
- disclosure not being dealt with in accordance with this Policy;
the whistleblower protection officer will consider the concerns raised and if appropriate, escalate the matter to the Unimutual Board.
Reporting to Regulators
Nothing in this Policy is intended to restrict a whistleblower from disclosing reportable conduct, providing information to, or communicating with a government agency, a law enforcement body or regulator in accordance with any relevant law or regulation.
2.9 Monitoring and Reporting and Review
Unimutual is committed to monitoring the effectiveness of this Policy and the processes and procedures to ensure Unimutual meets its legal obligations. Unimutual will report and provide oversight of the disclosures to the Board along with the effectiveness of the Policy and procedures.
Version UML_2019V1.1 last review 15.11.19