CPC – Whistleblower Policy
Statement
Consolidated Pastoral Company Pty Ltd (CPC) is committed to high
standards of legal, ethical, and moral behaviour, and will not tolerate
unethical, unlawful or undesirable conduct. CPC promotes and supports an ethical corporate
culture by observing high standards and has developed a number of policies that
promote these qualities within its organisation.
CPC encourages the reporting of any instances of suspected unethical, illegal,
fraudulent, undesirable or negligent conduct, or default or breach of trust or
duty, involving CPC.
The law provides protections and measures to certain of these
disclosures 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 the CPC Whistleblower Policy, you should
contact our Privacy Officer as specified in section 9.
CPC’s Whistleblower Policy (Policy):
·
provides a mechanism which encourages concerns (including
misconduct such as fraud and negligence) or improper statements of affairs to
be raised about Disclosable Matters and ensure that individuals who disclose those
matters can do so safely, securely and with confidence that they will be
protected and supported;
·
provides a framework for the effective identification, reporting
and timely investigation of Disclosable Matters, which in the absence of a safe
and secure means for disclosure, may otherwise not be detected;
·
protects CPC’s people against detriment associated with reporting Disclosable
Matters and to promote a healthy and safe workplace; and
·
reinforces CPC’s commitment to meeting its legal and regulatory
obligations including as prescribed in:
o
the Act;
o
Tax Act; and
o
regulator requirements for whistleblowing policies, such as the
Australian Securities and Investment Commission’s Whistleblower policies (Regulatory
Guide 270) and Australia and Securities Exchange’s Corporate Governance
Principles and Recommendations (4th Edition).
1
Scope
The Policy and the protections as a
whistleblower under the Policy and the Act, apply to an eligible person
(Eligible Whistleblower) who:
·
has disclosed information about a Disclosable Matter to an
Eligible Recipient;
·
has made a disclosure to a legal practitioner for the purpose of
obtaining legal advice or legal representation about the operation of
Whistleblower Laws; or
·
has made an Emergency Disclosure or Public Interest Disclosure.
The Policy, and the Whistleblower
Laws, do not apply to all disclosures – outlined below.
Disclosures
about matters not covered by the Policy may be protected under other
legislation such as the Fair Work Act 2009 (Cth).
2
Who can make a disclosure?
Any person
can make a disclosure of information to CPC (Discloser) in the ways detailed
below under ‘How to make a disclosure’.
However, a
Discloser will only be entitled to protections under the Whistleblower Laws
(Protected Disclosure) if they:
·
are an Eligible Whistleblower;
·
make the disclosure to an Eligible Recipient;
·
have reasonable grounds to suspect that the information in the
disclosure relates to, or indicates, one or more Disclosable Matters; and / or
·
consider that the information may assist the Eligible Recipient to
perform their functions under a taxation law or in relation to the tax affairs
of CPC or its associates.
A person only
needs to have reasonable grounds to suspect that they have information about a
Disclosable Matter to make a disclosure.
3
Who is an Eligible Whistleblower?
A person will
be an Eligible Whistleblower if they are, or have ever been:
·
an Employee, Director or Contractor (whether permanent, full time,
part time, fixed term or temporary) of CPC;
·
a supplier of goods or services to CPC (whether paid or unpaid),
including their employees (former and current);
·
an associate of CPC, including its related bodies corporate;
·
any other person who is a whistleblower in accordance with the
Whistleblower Laws; or
·
a relative, dependent, child or spouse of an individual listed
above.
4
What is a Disclosable Matter?
An Eligible Whistleblower
can make a disclosure about conduct (Disclosable Matter) by a person connected
with CPC that they have reasonable grounds to believe:
·
is misconduct, including unethical,
illegal, dishonest, fraudulent or corrupt conduct or constitutes an improper
state of affairs or circumstances;
·
creates an improper state of affairs
in relation to the tax affairs of CPC or an associate of CPC;
·
constitutes an offence against, or a
contravention of a provision in, any of the following:
o
the Act;
o
Australian Securities and Investments
Commission Act 2001 (Cth);
o
Banking Act 1959
(Cth);
o
Financial Sector (Collection of Data)
Act 2001
(Cth);
o
Insurance Act 1973
(Cth);
o
Life Insurance Act 1995
(Cth);
o
National Consumer Credit Protection
Act 2009
(Cth);
o
Superannuation Industry (Supervision)
Act 1993
(Cth); or
o
Criminal Code Act 1995
(Cth);
·
constitutes an offence against any
other law of the Commonwealth that is punishable by imprisonment for a period
of 12 months or more;
·
represents a danger to the public or
financial system;
·
constitutes illegal conduct, such as theft, dealing
in, or use of illicit drugs, violence or threatened violence, and criminal
damage against property;
·
constitutes offering or accepting a bribe;
·
is a failure to comply with, or
breach of, legal or regulatory requirements;
·
constitutes fraud, money laundering
or misappropriation of funds; and / or
·
constitutes engaging in or
threatening to engage in detrimental conduct against a Whistleblower who has
made a report of a Disclosable Matter or is believed or suspected to have made,
or is planning to make, a report of a Disclosable Matter.
A Disclosable
Matter does not need to relate to a contravention of a specific Australian law
and can be a significant risk to public safety or the stability of, or
confidence in, the Australian financial system.
Eligible
Whistleblowers will still receive whistleblower protections for making a
disclosure even if the disclosure is found not to be a Disclosable Matters on
further investigation by CPC.
5
What is not a Disclosable Matter?
Disclosable
Matters do not include complaints about employment matters about Employees,
Directors or Contractors of CPC that do not have any significant implication
for CPC, including personal work-related grievances, such as:
·
interpersonal conflicts, such as
reports of bullying, harassment and discrimination not related to a Disclosable
Matter;
·
a decision:
o
by CPC that does not involve a breach
of workplace laws;
o
about engagement, transfer or
promotion at CPC;
o
about the terms of employment of an
individual;
o
to suspend or terminate employment;
or
·
a disciplinary decision.
However, concerns about
personal work-related grievances should still be raised as a disclosure under
the Policy, if:
·
it includes information about any Disclosable
Matter under the Whistleblower Laws, or concerns about a Disclosable Matter
under the Whistleblower Laws include or are accompanied by a personal
work-related grievance;
·
the personal work-related grievance
concerns tax avoidance behaviour or other tax issues;
·
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 personal circumstances; or
·
the Discloser is subject to a threat of
Detriment for making a disclosure under the Policy, or for seeking legal advice
or legal representation about the operation of the whistleblower protections.
A disclosure will not
qualify for whistleblower protection if it is a personal work-related grievance
and / or does not relate to a Disclosable Matter.
Personal work-related
grievances should instead be raised in accordance with CPC’s Performance
Management Policy or Anti-discrimination, Bullying and Harassment Policy.
6
Eligible Recipients
A disclosure may be made to any of the following recipients (Eligible Recipient):
·
CPC Executive Team, officer, director
or company secretary of CPC or any of its associated entities;
·
an auditor, member of an auditing
team, or actuary of CPC or any of its associated entities;
·
a tax agent or BAS Agent of CPC or
its associated (for Disclosable Matters about tax affairs);
·
an external regulator that is one of
the following bodies (Regulator):
o
the Australian Securities and
Investment Commission (ASIC);
o
the Australian Prudential Regulation
Agency (APRA);
o
the Commissioner of the Australian
Taxation Office (ATO); or
o
any other Commonwealth regulatory
body;
·
an Australian legal practitioner (for
the purposes of obtaining legal advice or representative about Whistleblower
Laws); or
·
a journalist or parliamentarian (for
Public Interest Disclosures or Emergency Disclosure).
7
Public Interest and Emergency Disclosures
A Public Interest Disclosure can be made by an Eligible Whistleblower
where:
·
at least 90 days have passed since the
previous disclosure of the Disclosable Matter was made to a Regulator;
·
the Eligible Whistleblower does not
have reasonable grounds to believe that action is being taken, or has been
taken to address the matters the previous disclosure related to;
·
the Eligible Whistleblower reasonably
believes that a further disclosure would be in the public interest;
·
written notice is provided to CPC
that:
o
includes
sufficient information to identify their previous disclosure; and
o
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.
An Emergency Disclosure can be made by Eligible Whistleblower where:
·
the Eligible Whistleblower has
previously reported Disclosable Matters to a Regulator;
·
the Eligible Whistleblower reasonably
believes that the Disclosable Matter concerns a substantial and imminent danger
to the health or safety of one or more people or to the natural environment;
·
written notice is provided to CPC
that:
o
includes
sufficient information to identify their previous disclosure; and
o
states the
intention to make an Emergency 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 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
disclosure will be in contravention of CPC policy and may be subject to
disciplinary action.
If you are unsure whether you are entitled to make a disclosure or whether it will be Protected Disclosure you are strongly encouraged to seek external legal advice.
8
Procedure
Anonymity
CPC does not require or
encourage whistleblowers to identify themselves when making a Protected
Disclosure under the Policy.
An Eligible Whistleblower
may remain anonymous when making a disclosure and throughout an investigation
process. This includes the right to not answer questions if the Eligible
Whistleblower considers their identity could be revealed.
Where a disclosure does not
identify the Discloser, it will be treated by CPC as an anonymous disclosure.
If a Discloser wishes to make an anonymous disclosure, they may adopt a
pseudonym, communicate anonymously via telephone or email, or refuse to answer
any question that the Eligible Whistleblower believes could reveal their
identity.
An Eligible Whistleblower
has a right to remain anonymous and have their identity protected. An anonymous
Discloser is entitled to the same protections under Whistleblower Laws as
Disclosers who identify themselves.
Confidentiality
Unauthorised identification
or disclosure of an Eligible Whistleblower’s identity may constitute a criminal
offence under Australian Law.
Employees, Directors and
Contractors must protect and maintain the confidentiality of Eligible Whistleblowers they
know or suspect to have made a disclosure. Employees, Directors and Contractors
connected with the investigation into a disclosure of Disclosable Matters must
ensure that all communications and documents relating to the investigation of a
disclosure are not sent to an email address that may be accessed by any other
person who is not directly connected with the investigation.
CPC may disclose the
identity of an Eligible Whistleblower, where:
·
consent has been provided;
·
the disclosure is otherwise required
by law;
·
the disclosure is reported to a
professional legal advisor or on a confidential basis or is reported to
auditors or a Regulator; or
·
the disclosure is necessary for the
purposes of obtaining appropriate legal advice in relation to a Disclosable
Matter.
Where a
person does not wish for information to be included, the Protected Disclosure
will be de-identified before it is escalated for investigation. For example,
this may include:
·
redacting personal information –
including but not limited to their name, position, team or location;
·
referring to them in a gender-neutral
context;
·
working with them to find any other
information within the disclosure that could inadvertently identify them; or
·
adopting a pseudonym in situations
where the CEO or investigator knows their identity, but they would prefer not
to disclose their identity to anyone else.
If an Eligible Whistleblower believes that the
confidentiality obligations outlined in this section have not been complied with,
they may lodge a complaint as follows:
·
internally to the CEO or the CPCGH
Chairperson; or
·
externally – to a Regulator.
Individuals mentioned in a report of Disclosable
Matters – Fair Treatment
Persons about whom a
disclosure has been made (Disclosee) have
the right to be informed of, and given the opportunity to respond to, the
content of any allegations made against them prior to any final decision being
made.
CPC will protect Disclosees by ensuring that all
personal information related to the Disclosable Matter remains confidential
unless disclosure is permitted on the grounds listed above or an investigation
finds that the Disclosable Matters have occurred.
Investigations
CPC will
assess each disclosure to determine whether the disclosure qualifies for
protection under the Whistleblower Laws and whether an investigation is
required.
CPC will
focus on the substance of the disclosure and not the motive for making it.
Given the
broad range of potential Disclosable Matters, the process of investigating a
disclosure, and the timeframe to complete the investigation (if required), will
depend on the nature of the disclosure and the level of information available.
Any
investigation will be designed to determine whether there is sufficient
evidence to substantiate the matters reported. Investigations may also include
a broader review of CPC processes.
If it is
determined that an investigation is required, the following aspects will be
determined by CPC to effectively manage and investigate the disclosure:
·
who will conduct the investigation (including
whether it should be undertaken internally or externally);
·
the nature and scope of the investigation;
·
any technical, financial or legal advice required to
support the investigation; and
·
the timeframe.
In
undertaking an investigation, CPC will endeavour for it to be: objective, fair, confidential and timely;
·
independent and devoid of bias or prejudice; and
·
consistent with the principles of procedural
fairness and natural justice.
CPC will
provide regular updates to the Eligible Whistleblower if they are contactable,
the timing and frequency of which will depend on the nature of the discourse. Where
an investigation is conducted, the outcome of the investigation will be
reported to CPC and recorded, protecting the identity of the Eligible
Whistleblower where appropriate. The method for documenting and reporting the
findings will depend on the nature of the disclosure. The findings of the
investigation may be recorded and reported to CPC by way of an investigation
report, outlining the steps taken in the investigation, the evidence obtained,
and the findings made.
Where an
investigation results in the reported matter being substantiated, CPC will
assess and determine the appropriate action to be taken. Any disciplinary
action arising from an investigation will be determined in accordance with
CPC’s relevant policies and procedures.
To the extent
it is appropriate in the circumstances (with reference to confidentiality and
privacy considerations), CPC may advise the Eligible Whistleblower of the
outcome of the investigation and the Disclosee. However, it may not be
appropriate to communicate the details of an outcome to the Eligible
Whistleblower in all circumstances.
Treatment of
persons mentioned in a disclosure
CPC will
treat all employees mentioned in a disclosure, fairly, including any Disclosee.
CPC will:
·
handle all disclosures confidentially, as far as
practicable and appropriate in the circumstances;
·
determine whether there is enough evidence to make a
finding that the conduct disclosed is substantiated, capable of being
substantiated, not capable or being substantiated or unsubstantiated;
·
notify the Disclosee about the conduct alleged when
required by the principles of natural justice, so as not to compromise any
investigation, and prior to any action being taken against them; and
·
encourage the Disclosee to access CPC’s Employee
Assistance Program.
Protection from detriment
and liability – Disclosers
It is an
offence for CPC or its Employees, Directors or Contractors to cause, or
threaten to cause, any action or behaviour that is, or could be perceived to
be, victimisation, retaliation against or harassment of a Discloser (Detriment).
Detriment
includes, for example:
·
dismissal of an employee;
·
injury of an Employee in his or her
employment;
·
alteration of an employee’s position
or duties to his or her disadvantage;
·
discrimination between an Employee
and other Employees of the same employer;
·
harassment or intimidation of a
person;
·
harm or injury to a person, including
psychological harm;
·
damage to a person’s property;
·
damage to a person’s reputation;
·
damage to a person’s business or
financial position; and / or
·
any other damage to a person.
CPC will
ensure that an Eligible Whistleblower is not the subject of, or threatened
with, Detriment as a result of making a Protected Disclosure.
CPC will
protect Eligible Whistleblowers from Detriment arising from a report of a
Disclosable Matter by:
·
conducting a risk assessment of the
disclosure to manage the risk of Detriment to the Eligible Whistleblower;
·
where applicable, making such
reasonable adjustments as required to allow the Eligible Whistleblower to
perform their duties at work without being potentially exposed to Detriment
(for example, by changing reporting lines or moving them to another team or
location); and
·
subjecting anyone found to have
engaged in such behaviour to disciplinary action, up to and including
termination of employment.
In addition,
CPC and its Employees, Directors and Contractors, must not:
·
aid, abet, counsel or procure Detriment;
·
induce Detriment, whether by threats, promises or
otherwise;
·
in any way, by act or omission,
directly or indirectly, be knowingly concerned in or party to Detriment; or
·
conspire with others to cause or
bring Detriment.
If CPC, its
Employees, Directors and Contractors fail to take reasonable precautions to
protect an Eligible Whistleblower from suffering Detriment as a result of
making a Protected Disclosure or fails to exercise due diligence to prevent the Detriment, they may be liable to pay
compensation or any other remedy to the Eligible Whistleblower as determined by
an Australian court.
If an Eligible Whistleblower
believes that they have suffered Detriment
as a result of making a report of a Disclosable Matter, they are encouraged to:
·
contact the Privacy Officer who may
be able to assist and support them, such as by facilitating access to
counselling or other professional services; and / or
In making a
Protected Disclosure, Eligible Whistleblowers are also protected from civil,
criminal and administrative liabilities or any contractual breach or other
civil claim. However, Eligible Whistleblowers:
·
may still be personally liable for
their involvement (if any) in a Disclosable Matter; and
·
do not have immunity from
disciplinary measures for their individual misconduct, including unsatisfactory
work performance, which is unrelated to a Disclosable Matter.
Protection
of Eligible Whistleblowers
A Discloser will qualify for protection under the Whistleblower Laws and
the Policy if the person is an Eligible Whistleblower in relation to CPC and
the disclosure is made in relation to a Disclosable Matter to an Eligible
Recipient or has made a Public Interest Disclosure or Emergency Disclosure.
CPC will reduce the risk of disclosure of an Eligible Whistleblower’s
identity by:
·
not referencing the Eligible
Whistleblower’s role, title, group, team or location in the workplace and
redacting personal information;
·
where practicable, having the
Eligible Whistleblower review the information recorded to ascertain whether
aspects of the disclosure may identify them;
·
using qualified staff or external
resources to handle and manage investigations;
·
securely storing all paper and
electronic copies of documents and materials;
·
limiting access to information and
documents to those directly involved in the investigation and restricting the
number of people involved in the investigation;
·
not using email addresses or printers
accessible by people other than those directly involved in the investigation;
and
·
regularly reminding individuals
involved in the investigation process of their obligations of confidentiality,
including that unauthorised disclosure of an Eligible Whistleblowers identity
may be a criminal offence.
CPC will also take all reasonable steps to ensure that Eligible
Whistleblowers are protected from Detriment, which may include:
·
assessing the risk of detrimental
conduct against a Discloser and other people involved in a disclosure, with
refence to the content of the disclosure, and implementing appropriate measures
to minimise those risks (for example, considering the Eligible Whistleblower’s
location of work and any appropriate modifications to the way they perform
their role);
·
ensuring that all employees involved
in managing or investigating a disclosure are aware of their obligations to
maintain confidentiality and manage any risk of isolation or harassment; and
·
discussing with the Eligible
Whistleblower other strategies and supports that CPC can accommodate to
minimise and manage stress or other impacts associated with making the
disclosure.
Ongoing support for Disclosers
CPC will provide ongoing support and protection to any Discloser,
including but not limited to:
·
leave of absence during
investigations;
·
alternative employment arrangements
(such as working from home);
·
counselling or other professional
services for the distress caused by the conduct which led to the disclosure; or
·
assistance in developing strategies
to help minimise and manage stress, time of performance impacts, or other
challenges resulting from the disclosure or investigation.
An Eligible Whistleblower
can also access CPC’s Employee Assistance Program for free and confidential
support.
Further support
An Eligible Whistleblower may seek compensation and other remedies through the
courts if they suffer a Detriment because of a disclosure, and CPC failed to
take reasonable precautions and exercise due diligence to prevent the
Detriment.
In such cases, Eligible Whistleblowers are encouraged to:
·
report the matter to CPC; and
·
where they consider appropriate to do
so, seek independent legal advice.
If an Eligible Whistleblower believes their identity has been exposed or may
potentially become known, the Eligible Whistleblower is encouraged to notify
CPC or an Eligible Recipient.
An Eligible Whistleblower may also lodge a complaint with a Regulator, including ASIC, APRA or the ATO.
9
Contacts
CPC Internal Contacts
1. Privacy Officer: compliance@pastoral.com
External
Contacts
1.
Fair Work
Ombudsman: Ph 13 13 94 | www.fairwork.gov.au
2.
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.
3.
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; or
·
any other
employee or officer of CPC or its RBC who have functions or duties that relate
to the tax affairs.
4.
Ombudsman
for Public Interest Disclosures in your state
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
5.
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
10 Definitions
Act means the Corporations Act
2001 (Cth).
Contractor refers
to an individual, a company or other entity which is engaged to provide
materials and/or labour to perform a service for CPC, including any employee of
a sub-contractor to such an individual, company or other entity.
CPC means Consolidated Pastoral Company Pty Ltd (ABN 22 010 080 654).
CPCGH means CPC Group Holdings Pty Ltd (ABN 28 644 449
758).
CPC Executive Team comprises the Chief Executive Officer (CEO),
Chief Financial Officer (CFO), Chief Development Officer (CDO)
and divisional Heads and General Managers.
Director is a director or officer of CPC, or any associated entity
of CPC.
Disclosee(s)
refers to persons about whom a Disclosure of a Disclosable matter is made.
Discloser(s) refers to the persons
eligible to make a disclosure protected by Whistleblower Laws.
Employee refers to an employee of CPC, their partner or family
members living on the station at any time.
Relative means any person who is a member of the same family.
Tax Act means Tax Administration Act 1953 (Cth).
Whistleblower Laws refers to the protections contained in Part 9.4AAA of the Act as well as the accompanying Corporations Regulations 2001 (Cth).
Last Review Date for this Policy Statement: 17 July
2025