Whistleblower Policy

1. PURPOSE

Altius Holdco Pty Ltd and its subsidiary companies (Altius Group) is committed to a culture of corporate compliance, ethical behaviour and good corporate governance.

As part of this culture Altius Group is committed to maintaining an open working environment in which team members and contractors are able to report instances of unethical, unlawful or undesirable conduct without fear of intimidation or retaliation. As part of that commitment, Altius Group values developing and fostering a culture of corporate compliance, ethical decision-making and protecting eligible whistleblowers who make protected disclosures from suffering detriment.

The purpose of this policy is to:

• prevent and detect reportable conduct;
• provide appropriate channels for reporting reportable conduct;
• encourage team members and contractors to disclose; and
• protect people who report reportable conduct on reasonable grounds.

This policy is an important part of Altius Group’s compliance and corporate governance framework. Altius Group has adopted this policy in order to:

• help detect and address reportable conduct;
• provide team members and contractors with a supportive working
• environment in which they feel able to raise issues of legitimate concern to them and to Altius Group;
• outline the process by which a protected disclosure may occur, including how and to whom a protected disclosure should be made;
• outline the process by which Altius Group will investigate protected disclosures;
• inform eligible whistleblowers who make protected disclosures about the protections from detriment;
• outline the process for fair treatment of persons to whom a protected disclosure relates or mentions;
• increase efficiency by encouraging disclosure of conduct which, whilst may not be unlawful or unethical, is contrary to Altius Group’s interests (such as unsafe work practices or wastage of resources); and
• compliment Altius Group’s other compliance policies and procedures.

If you do not understand any part of this policy or how it applies to you, you should ask your manager.

2. SCOPE

This policy applies to all Altius Group’s Directors, team members and contractors. This policy will be made available to all team members of Altius Group via Altius Group’s public website.

3. WHAT IS PROTECTED DISCLOSURE?

 For a disclosure to be eligible for protection under this policy, (and therefore provide the discloser with protections under the relating legislation), the reporting whistleblower must be an Eligible Whistleblower, (see Section 6. Who is an eligible Whistleblower) who: 
    1. Reports conduct that is Reportable Conduct (see section 5. Reportable Conduct (Disclosable Matters); and 
    2. Reports based on Reasonable Grounds to suspect that the information in the report is true or likely to be true; and 
    3. Makes the report in accordance with this policy to one of the Eligible Recipients (refer to section: 7. Who is an eligible recipient); 
    4. Has not themselves engaged in serious misconduct or illegal activity, in relation to the Reportable Conduct. 

3.1 Reporting on Reasonable Grounds

A report may have serious consequences, including potential damage to the reputation of people who are subject of allegations of wrongdoing. Therefore, it is important that those who make a report under this policy do so based on Reasonable Grounds for believing that the information being reported is true or likely to be true. Reasonable Grounds, means a set of facts or circumstances which goes beyond mere suspicion, and which would satisfy an ordinary cautious and prudent person.

4. MATTERS THIS POLICY APPLIES TO

This policy covers disclosure of reportable conduct. Disclosures that are not about reportable conduct do not qualify for protections under the Corporations Act (or the Taxation Administration Act, where relevant).

5. REPORTABLE CONDUCT

5.1 What is a reportable conduct?

Reportable conduct is disclosures of information by an eligible whistleblower:

(a) Where the eligible whistleblower has reasonable grounds to suspect that the information concerns misconduct or an improper state of affairs or circumstances in relation to Altius Group or a related body corporate of Altius Group (including for example: illegal conduct, dishonest conduct, corruption, fraud, bribery, financial irregularities, money laundering or misappropriation of funds 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 be planning to make, a disclosure); or

(b) Where the eligible whistleblower has reasonable grounds to suspect that the information indicates that Altius Group, or an officer or a team member of Altius Group, has engaged in conduct that:

(i) Contravenes any provisions of the Corporations Act, 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

(ii) Contravenes any other law of the Commonwealth that is punishable by imprisonment for 12 months or more; or

(iii) Represents a danger to the public or the financial system; or

(c) In relation to a disclosure about affairs of Altius Group or an associate of Altius Group (within the meaning of section 318 of the Income Tax Assessment Act 1936) (associate) relating to any tax imposed by or under, or assessed or collected under, a law administered by the Commissioner of Taxation (tax affairs):

(i) That is made to an eligible recipient referred to in clause 7(b), where the eligible whistleblower:

• Has reasonable grounds to suspect that the information indicates misconduct, or an improper state of affairs or circumstances, in relation to the tax affairs of Altius Group or an associate; and

• Considers that the information may assist the eligible recipient to perform functions or duties in relation to the tax affairs of Altius Group or an associate; or

(ii) That is made to the Commissioner of Taxation, where the eligible whistleblower considers that the information may assist the Commissioner of Taxation to perform their functions or duties in relation to the tax affairs of Altius Group or an associate.

(d) Reportable conduct includes conduct that may not involve a contravention of a particular law. Information that indicates a significant risk to public safety or the stability of, or confidence in, the financial system is also a reportable conduct, even if it does not involve a breach of a particular law.

 Any issue that an Altius Group eligible whistleblower reasonably believes is in breach of Altius Group policies or the law should be reported in accordance with this Policy as potential Reportable Conduct. 
 
 Reportable Conduct in this context includes:

• Illegal activities (inducing theft, violence or threatened violence, use of or dealing in illicit drugs, and criminal damage against property);
• A breach of the law relating to Altius Group operation or activities;
• Dishonest behaviour or fraudulent activity:
• Unlawful, corrupt, or irregular use of organisation funds or practices;
• Improper or misleading accounting or financial reporting practices;
• Unethical or unacceptable behaviour;
• Behaviour that is oppressive, discriminatory, or grossly negligent; 
• Any behaviour that poses a serious risk to the health and safety of any person at the workplace; 
• Any behaviour that poses a serious risk to public health, public safety or the environment; 
• Any significant unsafe work practice; 
• Failure to comply with, or breach of, legal or regulatory requirements; 
• 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 be planning to make, a disclosure; 
• Any other conduct which may cause loss to Altius Group or be otherwise detrimental to the interests, operation, or reputation of Altius Group;

OR

• Any conduct that is a deliberate cover up of any of the above.

5.2 Personal work-related grievances not protected

Personal work-related grievances of an eligible whistleblower:

(a) Is not reportable conduct, and is therefore not protected disclosures, except where the discloser seeks legal advice or legal representation about the operation of the whistleblower protections under the Corporations Act and to the extent that they concern:

(i) Detriment to the eligible whistleblower in contravention, or alleged contravention, of clause 10.4;

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

(iii) Altius Group breaching employment or other laws or the disclosure relates to information that suggests misconduct beyond the discloser’s personal circumstance;

(b) Arise where the information disclosed:

(i) 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. 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 engagement;

• Decisions to suspend, discipline or dismiss the eligible whistleblower;

• Conduct (or alleged conduct) in respect of workplace bulling, harassment, sexual harassment or discrimination; and does not:

(ii) Have significant implications for Altius Group (or another organisation regulated by whistleblower protection laws) that are unrelated to the eligible whistleblower; and

(iii) Relate to conduct (or alleged conduct) set out in clauses 5.1(b)(i), 5.1(b)(ii) or 5.1(b)(iii).

Personal work-related grievances should be brought to the attention of the line manager, general manager, or GM People & Culture, and the matter will be investigated and dealt with appropriately.

If you deliberately make a malicious, false or vexatious allegation under this policy, you will not be able to access the whistleblower protections under the related legislation.

6. WHO IS AN ELIGIBLE WHISTLEBLOWER?

An individual will be an eligible whistleblower if they are, or have been:

(a) An officer of Altius Group;

(b) A team member of Altius Group;

(c) A supplier of services or goods to Altius Group (paid or unpaid);

(d) An employee of a person that supplies services or goods to Altius Group (paid or unpaid);

(e) An individual who is an associate of Altius Group (within the meaning of the Corporations Act 2001 (Cth)); or

(f) A relative, dependant or spouse of an individual referred to in any of clauses 6(a) to 6(e).

7. WHO IS AN ELIBIBLE RECIPIENT?

(a) For reportable conduct referred to in clauses 5.1(a) or 5.1(b), each of the following is an eligible recipient to whom an eligible whistleblower may make a protected disclosure:

(i) A manager or an officer of Altius Group, including the Board Director, CEO and CRO;

(ii) An auditor, or a member of an audit team conducting an audit, of Altius Group;

(iii) ASIC;

(iv) APRA;

(v) A Commonwealth authority; or

(vi) 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.

(b) For reportable conduct referred to in clause 5.1(c) (in relation to tax affairs), each of the following is an eligible recipient to whom an eligible whistleblower may make a protected disclosure:

(i) The eligible recipients listed in clauses 7(a)(i) and 7(a)(vi);

(ii) An auditor, or a member of an audit team conducting an audit, of Altius Group;

(iii) A registered tax agent or BAS agent who provides tax agent or BAS services to Altius Group;

(iv) Any other team member or officer of Altius Group who has functions or duties that relate to the tax affairs of Altius Group; or

(v) Where the eligible whistleblower considers that the information may assist the Commissioner of Taxation to perform their functions or duties in relation to Altius Group’s tax affairs – the Commissioner of Taxation.

(c) Disclosures can be made anonymously and still be protected under the Corporations Act.

External Reporting Service

Altius Group has an external and independent whistleblower service dedicated to receiving reports from whistleblowers. 

Altius Group eligible whistleblowers can make a disclosure directly to ProAct Link, which is operated by ProActive Strategies Pty Ltd. 

ProAct Link reporting options are: 
Online: www.proactlink.com.au 
Phone: 1800 888 340 
Email: report@proactlink.com.au 

You can identify yourself or remain anonymous when you make a report to ProAct Link. If you disclose your identity to ProAct Link, you can request that your identity not be disclosed to Altius Group. 

ProAct Link will not disclose your identity to Altius Group without your consent unless it is legally required to do so.

After it receives a disclosure, ProAct Link will provide details of that disclosure to the nominated Altius Group Whistleblower disclosure recipients (CEO and CRO).

ProAct Link is considered to be an Eligible Recipient.

8. EMERGENCY AND PUBLIC INTEREST DISCLOSURE

Clause 8 does not apply to reportable conduct that relate to tax affairs.

8.1 Emergency disclosure

(a) An eligible whistleblower may make an emergency disclosure to a member of Parliament or a journalist where:

(i) They have already made a protected disclosure to ASIC, APRA or a Commonwealth authority; and

(ii) They have reasonable grounds to believe that the information disclosed concerns a substantial and imminent danger to the health or safety of either:

• One or more persons; or

• To 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.

(b) Disclosers should contact an independent legal adviser before making an emergency disclosure.

8.2 Public interest disclosure

(a) An eligible whistleblower may make a public interest disclosure to a member of Parliament or a journalist where:

(i) They have already made a protected disclosure to ASIC, APRA or a Commonwealth authority;

(ii) At least 90 days has passed since the protected disclosure;

(iii) They do not have reasonable grounds to believe that action is being, or has been, taken to address the matters to which the protected disclosure related;

(iv) They have reasonable grounds to believe that making the public interest disclosure in accordance with clause 8.2 would be in the public interest;

(v) After the period referred to in clause 8.2(a)(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 reportable conduct.

(b) A discloser should contact an independent legal adviser before making a public interest disclosure.

9. INVESTIGATION OF PROTECTED DISCLOSURES

9.1 Investigation of protected disclosures made to Altius Group

(a) The investigation procedure set out in clause 9 applies where an eligible whistleblower discloses a reportable conduct to an eligible recipient listed in clause 7(a)(i) or 7(b)(iv).

(b) In carrying out their obligations under clause 9, all persons must ensure they do not breach the confidentiality requirements in clause 10.2(b).

(c) As soon as reasonably practicable after the eligible recipient receives a reportable conduct, the eligible recipient must:

(i) Provide the eligible whistleblower with the protections set out in clause 9 on an interim basis until the investigation in clause 9.1(e)(i) is finalised; and

(ii) Ask the eligible whistleblower if they consent to the eligible recipient disclosing their identity, or information that may identify them, to:

• The individuals occupying the positions listed in clauses 9(d)(i) to (d)(ii);

• The person(s) investigating the reportable conduct; and/or

• Any other parties involved in the investigation of the reportable conduct, such as witnesses.

(d) Within a reasonable period of receipt of the reportable conduct, the eligible recipient must inform an individual occupying one of the following positions of the nature and substance of the reportable conduct:

(i) Chief Executive Officer;

(ii) Chief Risk Officer;

(iii) Board Director.

If the reportable conduct involves information about an individual occupying one of the positions listed in clause 9.1(d)(i) or 9.1(d)(ii), the eligible recipient is not to inform that individual of the reportable conduct. The eligible recipient may inform an alternative individual if necessary.

(e) The individual informed under clause 9.1(d) will take all necessary steps to facilitate an investigation into:

(i) Whether the eligible whistleblower disclosed a reportable conduct to an eligible recipient; and

(ii) Whether the protected disclosure is substantiated, partly substantiated, or unsubstantiated.

(f) An investigation under clause 9.1(e):

(i) May be undertaken internally or through the engagement of an external investigator. Where appropriate, the investigation may be undertaken under client legal privilege;

(ii) Will be undertaken with the purpose of gathering all relevant evidence and in accordance with the rules of natural justice; and

(iii) Will be undertaken in a confidential manner, including compliance with the confidentiality requirements in clause 10.2(b). Information about the reportable conduct will only be disclosed where necessary in order for an investigation to proceed effectively.

(g) Where it is found under clause 9.1(e)(i) that the eligible whistleblower disclosed a reportable conduct to an eligible recipient, a protected disclosure is made out and the eligible whistleblower will be afforded the protections in clause 9 on an ongoing basis.

(h) If a protected disclosure is made and it relates to or mentions a team member or officer of Altius Group, Altius Group will ensure the fair treatment of the team member or officer by:

(i) To the extent possible given the requirements set out in clause 10.2(b), making the team member or officer aware of the nature of the allegations relating to or mentioning them and updating the team member or officer on the progress of the investigation;

(ii) Giving the team member or officer an opportunity to respond to the allegations relating to or mentioning them; and

(iii) Making the team member or officer aware of EAP services available to them.

(i) An eligible whistleblower will be provided with regular updates. The frequency and timeframe may vary depending on the nature of the disclosure.

Where the disclosure assessment indicates an investigation is practical and appropriate, an investigation will be undertaken. 

The appointed Whistleblower Protection Officer will review the report and escalate as appropriate and coordinate / conduct any required investigations. 

Any such investigation shall observe the rules of natural justice and the provisions of procedural fairness. 

The investigation process will be conducted so as to protect all paper and electronic documents and other materials relating to the disclosure from unauthorised access.

At the conclusion of the investigation, where the discloser has provided a means of contact, Altius Group will notify them of the outcome of the investigation subject to privacy considerations. 

If a discloser is dissatisfied with the outcome, they may request that the complaint be reviewed by the CEO or suitably appointed person or body. Following its review, the Whistleblower will be notified of the review outcome.  

10. PROTECTIONS FOR ELIGIBLE WHISTLEBLOWERS WHO MAKE PROTECTED DICLOSURES

10.1 General matters relating to protection

(a) This policy sets out the protections under the Corporations Act that are available to disclosers who qualify for protection as a whistleblower.

(b) Protections apply not only to internal disclosures, but to disclosures to legal practitioners, regulatory and other external bodies, and public interest and emergency disclosures that are made in accordance with the Corporations Act.

(c) Eligible whistleblowers can still qualify for protection even if their disclosure turns out to be incorrect.
.

10.2 Protection of identity

An eligible whistleblower who makes a disclosure is not required to identify themselves to Altius Group or anyone else in order to be protected under this policy or the law. Eligible whistleblowers can choose to remain anonymous while making a disclosure, over the course of the investigation and after the investigation is finalised. Eligible whistleblowers can refuse to answer questions that they feel could reveal their identity at any time, including during follow-up conversations. An eligible whistleblower who wishes to remain anonymous is encouraged to maintain ongoing two-way communication with Altius Group, so Altius Group can ask follow-up questions or provide feedback. This can be facilitated by the ProAct Link service if the whistleblower chooses to not have direct communication with Altius Group regarding their disclosure. 

(a) 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) 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

(iii) To ASIC, APRA or the AFP; or

(iv) If the protected disclosure relates to tax affairs – to the Commissioner of Taxation; or

(v) To any government authority for the purpose of assisting the authority in the performance of its functions or duties, as long as it has also been disclosed to ASIC, APRA or the AFP (or, if the protected disclosure relates to tax affairs, the Commissioner of Taxation).

(b) However, a person may disclose information (other than the actual identity of the eligible whistleblower) if reasonably necessary for the purposes of investigating a matter that is relevant to the protected disclosure and if the person takes all reasonable steps to reduce the risk that the eligible whistleblower will be identified as a result.

(c) It is illegal for a person to identify a discloser, or disclose information that is likely to lead to the identification of the discloser, outside the exceptions set out in this policy.

10.3 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 conduct of the eligible whistleblower that is revealed by the protected disclosure. Protections do not grant immunity for any misconduct a discloser has engaged in that is revealed in their disclosure.

(c) Altius Group 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) If the protected disclosure is made to the Commissioner of Taxation, or is a public interest disclosure or an emergency disclosure, the information contained in the protected disclosure is not admissible in evidence against the person in criminal proceedings or in proceedings for the imposition of a penalty.

10.4 Protection from detriment

(a) An eligible whistleblower must not suffer detriment or be otherwise disadvantaged in reprisal for making a protected disclosure.

(b) Specifically, 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) Detriment includes (but is not limited to):

(i) dismissal of a team member;

(ii) injury of a team member in their employment;

(iii) alteration of a team members’s position or duties to their disadvantage;

(iv) discrimination between a team member and other team members;

(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.

(d) Altius Group will take all reasonable steps to protect eligible whistleblowers who make protected disclosures from suffering detriment including by:

(i) Ensuring all individuals referred to in clause 7(a)(i), 7(a)(ii) and 7(b)(iv) are trained to identify and report behaviour that causes detriment;

(ii) Ensuring that all team members and officers of Altius Group are 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 any of the individuals referred to in clause 7 if they believe they have suffered detriment.

Detrimental conduct does not include reasonable administrative actions or managing a Whistleblower’s unsatisfactory work performance.

Protecting a discloser from detriment

As part of the initial review of the disclosure, an assessment will be made of the potential risk of breach of confidentiality regarding the discloser’s identity, and detriment to the discloser. Decisions regarding investigation methods will be made in consideration of these risks, and suitable measures will be considered and implemented to mitigate these risks as required. 

Where the disclosure assessment indicates an investigation is practical and appropriate, an investigation will be undertaken.

As part of the investigation process, Altius Group will endeavor to: 
• Protect all paper and electronic documents and other materials relating to the disclosure from unauthorised access; 

10.5 Compliance with protections for eligible whistleblowers

A team member or officer of Altius Group who fails to comply with clause 10.2(b), clause 9 or clause 10.4(b) may be subject to disciplinary action up to and including termination of employment. 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 2 years’ imprisonment.

10.6 Compensation

(a) Eligible Whistleblowers (or any other team member or person) can seek compensation and other remedies through the courts if:

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

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

11. MALICIOUS DISCLOSURES

This policy provides team members and officers of Altius Group with an avenue to raise legitimate and serious concerns about reportable conduct. It is unacceptable for Altius Group team members to make malicious or false disclosures, or to knowingly provide false or misleading information regarding a disclosure. The making of a malicious or false disclosure or the provision of knowingly false or misleading information may be subject to disciplinary action up to and including termination of employment.

12. REVIEW AND AMENDMENT

This policy will be periodically reviewed (and, if necessary, amended) by Altius Group to ensure it is operating efficiently and complies with applicable legislation.