CPC – Whistleblower Policy Statement

CPC – Whistleblower Policy Statement

CPC encourages the reporting of any instances of suspected unethical, illegal, fraudulent or undesirable or negligent conduct, or default or breach of trust or duty, involving CPC and provides protections and measures so that those persons who make a report may do so confidentially and without fear of intimidation, disadvantage or reprisal.

If you wish to make any inquiries regarding this Whistleblower Policy, you should contact our Privacy Officer as specified in section 10.

1. Scope

CPC encourages the reporting of any actual or suspected breach of its policies, procedures, or obligations under law, codes, or conditions of operation, including but not limited to:

• • Health & safety;

• • Welfare of our people or animals;

• • Pay and entitlements;

• • Live export;

• • Criminal offences;

• • Contravention of local authority, state, or federal laws; 

• • Fraud or embezzlement;

• • Substantial environmental damage;

• • Negligence or breach of trust and breach of duty;

• • Deliberate cover up of a breach of ethics or legal obligations;

• • Engaging/threatening to engage in detrimental conduct against a person who has made a disclosure or is believed/suspected to have made/be planning to make a disclosure; or

• • Actions or behaviour contrary to CPC policies and procedures

CPC encourages everyone to raise any concerns about these types of breaches for internal investigation in the first instance. However, a disclosure may be made under this policy when internal reporting avenues have been exhausted, or if the person believes that the usual reporting processes are not appropriate given the circumstances.

The Discloser can still qualify for protection under Whistleblower Laws even if their disclosure turns out to be incorrect.

The disclosure of information related to a personal work-related grievance is not generally protected by Whistleblower Laws. 

Each of the following persons may make protected disclosures under the Whistleblower Laws or Tax Act (if the conduct relates to tax avoidance behaviour or other tax issues) in accordance with this Policy:

a) CPC employees, directors and contractors (current and former);

b) suppliers of goods or services to CPC (whether paid or unpaid), including their employees (current and former);

c) a Relative of an individual in a) or b) above; or

d) a dependant of an individual in a) or b) above, or of that individual’s spouse,

(each a Discloser).

2. What protections apply?

For a Discloser to gain protection under the Act, they must:

• • Make a disclosure (which may be done anonymously) about “misconduct or an improper state of affairs or circumstances” in relation to a company (including its employees or directors) or a related body corporate (RBC). They can also disclose that a company or RBC (or the company or RBC’s officers or employees) has contravened certain corporate and financial sector laws, any law of the Commonwealth punishable by 12 months or more imprisonment or has engaged in conduct that represents a danger to the public or the financial system.

• • Disclosures can be made about, for example:
    • illegal conduct;
    • fraud, money laundering or misappropriation of funds;
    • dishonest or unethical behaviour and practices;
    • offering or accepting a bribe;
    • financial irregularities;
    • failure to comply with, or breach of, legal or regulatory requirements;
    • conduct which indicates a significant risk to public safety); or
    • engaging in, or threatening to engage in, detrimental conduct against a person who has made a disclosure or it believed or suspected to have made or be planning to make a disclosure under this Policy, regardless of whether they are eligible as a Discloser.
    • Make their disclosure to an officer (including a director), CPC Executive Team or auditor of a company or RBC, or a person authorised by a company to receive whistleblowing disclosures, refer section 10.

If a Discloser makes a disclosure protected by Whistleblower Laws, the Discloser cannot be subject to any civil or criminal liability for making the disclosure and cannot be subject to any contractual breach or other civil claim on the basis of the disclosure.

No administrative action (e.g. disciplinary action) can be taken against a Discloser for making a disclosure protected by Whistleblower Laws.

No contract of employment or contract for services can be terminated on the basis that a protected disclosure constitutes a breach of contract.

It is against the law for CPC to fail to take reasonable precautions to protect individuals from actual or threatened detrimental conduct, or for CPC to breach an individual’s confidentiality where they are an eligible Discloser. Such concerns may be lodged as a complaint directly to ASIC or through independent legal advice.

The protections provided by Whistleblower Laws do not grant immunity for any misconduct a Discloser has engaged in that is revealed in their disclosure.

Disclosures made about tax avoidance behaviour or other tax issues in relation to CPC or its RBC will only be eligible for protection under the Tax Act if the Discloser considers the information in the disclosure may assist the recipient to perform their duties under a tax law.

3. Personal work-related grievances

Purely personal work-related grievances are not disclosures and should instead be raised in accordance with CPC’s Performance Management Policy or CPC’s Anti-discrimination, Bullying and Harassment Policy. A personal work-related grievance refers to a matter which concerns your employment (or former employment) which may have implications for CPC and does not involve allegations of misconduct or an improper state of affairs or circumstances. Personal work-related grievances might involve:

1. 1. an interpersonal conflict with another employee;
   2. a decision by CPC that does not involve a breach of workplace laws;
   3. a decision about an engagement, transfer or promotion at CPC;
   4. a decision about the terms of employment of an individual;
   5. a decision to suspend or terminate employment; or
   6. a disciplinary decision.

However, in certain circumstances concerns about personal work-related grievance should still be raised as a disclosure under this Policy, such as if:

1. 1. the personal work-related grievance includes information about any reportable conduct under the Whistleblower Laws, or concerns about reportable conduct under the Whistleblower Laws include or are accompanied by a personal work-related grievance;
   2. the personal work-related grievance concerns tax avoidance behaviour or other tax issues;
   3. it is known or there are reasonable grounds to suspect that the personal work-related grievance concerns a breach of law punishable by imprisonment represents a danger to the public or   is misconduct beyond your personal circumstances; or
   4. there is suffering from or threat with detriment for making a disclosure under this Policy, or for seeking legal advice or legal representation about the operation of the whistleblower protections under the Corporations Act 2001 (Cth) or Tax Act (as applicable).

4. Anonymity

There is no requirement for a Discloser to identify themselves to be protected by Whistleblower Laws.  Disclosures may be made anonymously if the Discloser does not feel comfortable including details of their identity. If the Discloser decides to remain anonymous over the course of and after the investigation, no investigations will be carried out to try and identify the Discloser.

If a Discloser does not provide their name, any investigation will be conducted as best as possible in the circumstances. It is important to understand that it may be difficult for us to investigate the disclosure properly if made anonymously and it may make it difficult to contact the Discloser and offer the same level of practical support than if CPC did know the Disclosers identity.

If the Discloser is comfortable doing so, we suggest they make an anonymous disclosure using an anonymised email address so follow up questions can be asked, or updated about the status of the investigation can be provided. A Discloser may refuse to answer questions if they feel that the answer could reveal their identity at any time.

5. Who to Make A Disclosure To

If a Discloser has an honest and reasonable concern that there is an actual or suspected breach of CPC policies, procedures, or legal obligations under law, code, or condition of operation, they should raise their concern with the CPC contacts included in section 10.

Disclosure may also be made to a member of the Parliament of the Commonwealth, the Parliament of the State or the legislature of a Territory or a journalist on the grounds of public interest (Public Interest Disclosure), provided that:

• a disclosure has already been made in accordance with this Policy;
• at least 90 days have passed since the disclosure was made;
• there are reasonable grounds to believe that no action is being, or has been taken to address the matters the previous disclosure related to;
• there are reasonable grounds to believe that a further disclosure would be in the public interest;
• written notice is provided to CPC that: 

1. includes sufficient information to identify the previous disclosure; and
2. states the intention to make a Public Interest Disclosure; and

• the extent of information disclosed is no greater than is necessary to inform the recipient of the reportable conduct.

In addition, disclosure may be made to a member of the Parliament of the Commonwealth, the Parliament of a State or the legislature of a Territory or a journalist on the grounds of an emergency disclosure (Emergency Disclosure), provided that:

• a disclosure has already been made in accordance with this Policy; 
• there are reasonable grounds to believe that the disclosure concerns a substantial and imminent danger to the health or safety of one or more persons or to the natural environment;
• written notice is provided to CPC that:

1. includes sufficient information to identify the previous disclosure; and
2. states the intention to make a Public Interest Disclosure; and

• The extent of the information disclosed is no greater than is necessary to inform the recipient of the substantial and imminent danger.

Public Interest Disclosure and Emergency Disclosures will not be protected under the Tax Act if the reportable conduct related to tax avoidance behaviour or other tax issues.

Any false or intentionally misleading reports purporting to be a Whistleblower will be in contravention of CPC policy and may be subject to disciplinary action.

When internal reporting avenues have been exhausted, or if the Discloser believes the usual reporting processes are not appropriate given the circumstances, there are external authorities that may be contacted such as those external contacts included in section 10.

6. Confidentiality

Where a disclosure is protected by Whistleblower Laws, the Laws prohibit persons from disclosing the identity of a Discloser or disclosing information that is likely to lead to the identification of the Discloser.

Persons may only disclose the identity of a Discloser with the Discloser’s consent or to Australian Securities and Investment Commission (ASIC), Australian Prudential Regulation Authority (APRA), the Tax Commissioner or the Australian Federal Police (AFP), a legal practitioner for the purposes of obtaining legal advice about the Whistleblower Laws or to other persons or bodies prescribed by the Whistleblower Laws.

Persons may also report (without disclosing the identity of the Discloser) to the extent necessary for the matters to be investigated, provided all reasonable steps are taken to reduce the risk that the Discloser’s identity can be discovered. These disclosures may include disclosures to:

• • the Chief Executive Officer (CEO);

• • the Board Chairperson;

• • to other managers to enable them to make inquiries or to conduct investigations or order external investigations as is deemed appropriate; and

• • disclosures to respondents to complaints to ensure that the person/s against whom allegations are made are given the opportunity to respond to any allegations.

Where a person does not wish for information to be included, the disclosure will be de-identified before it is escalated for investigation. For example, this may include:

• • redacting personal information;

• • referring to the Discloser in a gender-neutral context;

• • working with the Discloser to find any other information within the disclosure that could inadvertently identify the Discloser; or

• • adopting a pseudonym in situations where the CEO or investigator know the Disclosers identify, but the Discloser would prefer not to disclose their identity to anyone else.

Any breach of these confidentiality protections is illegal and attract significant fines for both individuals and companies.

If a Discloser believes that the confidentiality obligations outlined in this section have not been complied with the Discloser may lodge a complaint to a contact as detailed in section 10.

7. Investigations

CPC will refer disclosures to its CEO or the Board Chairperson for investigation to determine whether misconduct or some other improper state of affairs exists.

The CEO or Board Chairperson may alternatively:

• • appoint an appropriately qualified and impartial person or entity to investigate the relevant matters (to ensure the investigation is objective, fair and independent); or

• • refer the matters directly to ASIC, APRA or the Australian Federal Police.

Whilst every investigation process will differ according to the relevant circumstances, the CEO or Board Chairperson will ordinarily ensure that appropriate enquiries are made to determine:

1. • the issues raised by the disclosure, whether the disclosure qualifies for protection, and whether the disclosure falls within this Policy;

1. • the actual risks of detrimental conduct faced by all individuals involved in the disclosure and whether the allegations are substantiated; and

1. • responsive action needs to be taken in order to address any established misconduct or other improper state of affairs.

The timeframe for conducting investigations will differ depending on the complexity of a disclosure, however, all disclosures will be investigated as promptly as is reasonably practicable.

In some circumstances CPC may not be able to undertake an investigation or the investigation process may be limited, if the Discloser cannot be contacted due an anonymous disclosure or the Discloser has not provided a means of contacting them.

The Discloser will be provided with regular updates, assuming the Discloser can be contacted. The frequency and timeframe of updates may vary depending on the nature of the disclosure. Key updates will ordinarily include (but are not necessarily limited to):

• • that the disclosure has been received;

• • when the investigation processes has begun; and

• • when the investigation process has concluded.

Depending on the nature of the disclosure, the findings of an investigation will be documented and reported to the CPC Board of Directors, while preserving confidentiality of the Discloser.

The Discloser will receive a summary of the findings of the investigation, assuming the Discloser can be contacted, except in circumstances where it may not be appropriate to provide details of the outcome to the Discloser.

8         Ensuring fair treatment of individuals mentioned in a disclosure

The CEO or Board Chairperson will also ensure:

1. • if practical and appropriate to do so, the details of individuals mentioned in the disclosure are handled confidentially;

1. • any person who is subject of a disclosure will be advised about the subject matter of the disclosure as and when required by principles of natural justice and procedural fairness and before any action is taken; and

1. • any person who is the subject of a disclosure receives appropriate support.

9         Ongoing Support for Discloser

CPC will provide ongoing support and protection to any Discloser, including but not limited to:

1. • leave of absence during investigations;

1. • alternative employment arrangements (such as working from home);

1. • counselling or other professional services for the distress cause by the conducted which led to the disclosure; or

1. • assistance in developing strategies to help minimise and manage stress, time of performance impacts, or other challenges resulting from the disclosure or investigation.

10     Contacts

CPC Internal Contacts

1. 1. Privacy Officer:  compliance@pastoral.com
2. External Contacts

• Ombudsman for Public Interest Disclosures in your state

1. 1. QLD        –    Ph 1800 068 908,  www.ombudsman.qld.gov.au
      NT           –    Ph 1800 250 918,  www.blowthewhistle.nt.gov.au
      WA          –    Ph 1800 117 000,  www.ombudsman.wa.gov.au

• • Dept of Agriculture and Water Resources – Whistleblower Hotline
    for confidential reports on suspected breaches of live export conditions
    Ph 1800 319 595 (outside Australia +61 2 6272 3248) | www.agriculture.gov.au/whistleblower

• • Fair Work Ombudsman: Ph 13 13 94 | www.fairwork.gov.au

• • Australian Securities and Investments Commission (ASIC)– lodging a reporting through the ASIC misconduct reporting form available at this link: Make a report of misconduct to ASIC | ASIC, or by writing to ASIC. 

• • For any disclosure relating to tax avoidance behaviour or other tax issues:

• the Commissioner of Taxation (i.e ATO);
•  
•  a registered tax agent or BAS Agent who provides tax agent or BAS services to CPC or any of its RBC;
• any other employee or officer of CPC or its RBC who have functions or duties that relate to the tax affairs.

1.  

1.  

11     Definitions

CPC means Consolidated Pastoral Company Pty Ltd (ABN 22 010 080 654).

CPC Executive Team comprises Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief Development Officer (CDO) and General Managers.

Discloser(s) refers to the persons eligible to make a disclosure protected by Whistleblower Laws.

Tax Act means Tax Administration Act 1953 (Cth).

Whistleblower Laws refers to the protections contained in Part 9.4AAA of the Corporations Act 2001 (Cth) as well as the accompanying Corporations Regulations 2001.

Last Review Date for this Policy: 11 July 2023