Whistleblower Policy

1. Introduction

ComfortDelGro Corporation Australia Pty Ltd and its related bodies corporate (together, CDC) is committed to maintaining the highest standards of conduct and ethical behaviour in all its business activities and to promoting and supporting a culture of honest and ethical behaviour, corporate compliance and good corporate governance and risk management.

The purpose of this policy is to:

• encourage disclosures of wrongdoing.
• help deter wrongdoing, in line with CDC’s risk management and governance framework.
• ensure individuals who disclose wrongdoing can do so safely, securely and with confidence that they will be protected and supported.
• ensure disclosures are dealt with appropriately and on a timely basis.
• provide transparency around CDC’s framework for receiving, handling and investigating disclosures.
• support CDC’s values, reputation and code of conduct, and
• meet CDC’s legal and regulatory obligations.

2. Who does this Policy apply to?

This policy applies to any “eligible whistleblower”.

An “eligible whistleblower” is an individual who is, or has been, any of the following in relation to CDC:

• an officer or employee
• a supplier of services or goods to CDC (including the supplier’s employees or contractors)
• a director or secretary of CDC
• a relative, dependant or spouse of an individual who fits any of the above descriptions

3. Who is not covered by this Policy?

While competitors and customers or clients may observe or be affected by the company’s misconduct, they will not be able to access the whistleblower protections if they are not otherwise “insiders” to the company. (They may of course have legal rights and remedies under different laws).

4. What is Reportable Conduct?

Reportable Conduct is anything an eligible whistleblower has reasonable grounds to suspect, in relation to CDC is:

• illegal, unethical or improper conduct (including misconduct) or
• an improper state of affairs or circumstances
• conduct that constitutes an offence against the Corporations Act 2001 (Cth).
• contravenes or is an offence against any other Commonwealth law that is punishable by imprisonment for a period of 12 months or more.
• a serious breach of any internal CDC policy, including the Code of Conduct.
• represents a danger to the public or the stability of, or confidence in, the financial system (even if the conduct does not involve a contravention of a particular law).
• a systemic issue that a regulator should know about to properly perform its functions, or
• 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 is planning to make, a disclosure of Reportable Conduct.

Examples of Reportable Conduct includes but are not limited to conduct that:

1. is illegal, unethical or improper such as:
   • dealing in, or use of, illicit drugs, violence or threatened violence and criminal damage against property.
   • offering or accepting bribes in return for business favours or commercial advantage.
   • unauthorised distribution or sale of personal information.
   • price fixing and financial misreporting.
   • failure to comply with, or breach of, any other legal or regulatory requirements.
   • fraud, money laundering or misappropriation of funds.

A whistleblower does not have to prove the allegations and will still qualify for protection provided they have reasonable grounds for making the disclosure even if the disclosure turns out to be incorrect.

5. Personal Work-Related Grievances

Reportable Conduct does not generally include matters that relate solely to personal work-related grievances or employment disputes. Examples of these include interpersonal conflicts with other employees, transfer and promotion decisions, decisions regarding the terms and conditions of employment, decisions regarding suspension and termination of employment and disciplinary decisions. These issues should be raised with the HR team.

However, a personal work-related grievance will still qualify for whistleblower protection if:

1. it also includes information about misconduct.
2. CDC has breached employment or other laws punishable by imprisonment for a period of 12 months or more, engaged in conduct that represents a danger to the public or the disclosure relates to information that suggests misconduct beyond the whistleblower’s personal circumstances.
3. the whistleblower suffers from or is threatened with detriment for making a disclosure. or
4. the whistleblower seeks legal advice or legal representation about the operation of the whistleblower protections under the Corporations Act.

CDC discourages deliberate false reporting (that is, reports that the whistleblower knows or ought to know to be untrue). An eligible whistleblower does not need to prove the allegations but is encouraged to provide evidence in support of their disclosure if it is safely available. An eligible whistleblower can still qualify for protection even if their report of Reportable Conduct turns out to be incorrect or unsubstantiated provided they have a reasonable basis for making the report.

6. Who can disclosures be made to?

CDC encourages eligible whistleblowers to report actual or suspected wrongdoing via our whistleblowing service, Your Call. Your Call is an external, independent provider that provides confidential reporting of whistleblower concerns related to this policy. Reporting to Your Call also enables your report to be made anonymously if you choose to do so. You can make a whistleblower report to Your Call as follows:

Alternatively, you may choose to make your disclosure to any of the following ‘Eligible Recipients’:

1. a director, officer or senior manager of any of the CDC companies, or
2. the internal or external auditor of CDC.

Disclosures may be made in person, by post or by email. When making a disclosure to an Eligible Recipient, CDC encourages you to refer to this policy and claim protection under this policy.

You may also make disclosures of what you consider to be Reportable Conduct to:

1. a legal practitioner for the purposes of obtaining legal advice or legal representation in relation to the operation of the whistleblower provisions in the Corporations Act (even if the legal practitioner concludes that a disclosure is not in fact Reportable Conduct)
2. to regulatory bodies such as the Australian Securities and Investment Commission (ASIC), the Australian Taxation Office (ATO) or any other regulatory body prescribed by the regulations and such disclosure will still qualify for protection under the Corporations Act even where there has been no prior disclosure to CDC or Your Call.

7. Public Interest and Emergency Disclosures

The law will protect you as a whistleblower if you report your concerns about an emergency or matter in the public interest to a journalist or parliamentarian, in certain limited circumstances. If you go public with your concerns in another way, such as by posting on social media, you won’t be covered.

(a) Emergency disclosures

You must have reasonable grounds to believe your initial report concerns substantial and imminent danger to the health or safety of one or more people or to the natural environment.

If so, you can report to a journalist or parliamentarian after you write to ASIC or APRA to let them know you intend to make an emergency disclosure.

(b) Public interest disclosures

You must have reasonable grounds to believe that:

• action to address concerns raised in your initial report is not being or has not been taken, and
• reporting your concerns to a journalist or parliamentarian is in the public interest.

If so, you must wait 90 days from when you first reported to ASIC or APRA, then you must write to the regulator you initially contacted again to let them know you intend to make a public interest disclosure.

If you believe you may be eligible to make a public interest disclosure, we encourage you to seek independent legal advice regarding this process.

8. What protection will I have as a Whistleblower?

Disclosures under this policy can be made anonymously, confidentially, securely and outside of normal business hours. It is important to note that anonymous disclosures are still protected under the Corporations Act and this policy.

A whistleblower can choose to remain anonymous while making a disclosure, over the course of the investigation and after the investigation is finalised and can refuse to answer questions that the whistleblower feels could reveal their identity. CDC will respect the whistleblower’s right to not identify themselves. However, whistleblowers should be aware that this may affect the ability of CDC to investigate the report. CDC encourages whistleblowers who would prefer to remain anonymous to maintain ongoing two-way communication with CDC so that CDC can ask to follow up questions and provide feedback. This can be done using the Your Call service.

Where a disclosure comes from an email address from which CDC cannot determine the identity of the Discloser, the disclosure will be treated as anonymous. If a whistleblower makes a report of Reportable Conduct in accordance with this policy, the disclosure will be treated as confidential in accordance with legal requirements. It is illegal for a person to disclose a whistleblower’s identity or information that is likely to lead to identification of their identity, unless:

1. the whistleblower gives consent. 
2. the disclosure is made to a professional legal adviser for the purpose of obtaining legal advice or representation, or to authorised bodies such as ASIC, ATO or a member of the Australian Federal Police.

However, a person who is dealing with a report of Reportable Conduct may disclose information that is reasonably necessary for the purposes of investigating the report. If this happens, reasonable steps will be taken to reduce the risk that the whistleblower will be identified as a result of the report (for example by removing personal information or other details that are likely to identify the whistleblower).

Regardless of the Eligible Recipient to whom a disclosure is made, a whistleblower has the following protections:

• identity protection (subject to the above).
• protection from detrimental acts or omissions (for example, dismissal, discrimination, harassment, altering an employee’s position to their disadvantage etc).
• a right to compensation or other remedies, where the eligible whistleblower suffers loss, damage or injury because of a disclosure, in circumstances where CDC has failed to take reasonable precautions and exercise due diligence to prevent detrimental conduct; and
• protection from civil, criminal and administrative liability in respect of their disclosure.

The following are examples of actions that would not be considered detrimental acts or conduct:

• administrative action that is reasonable for the purpose of protecting a whistleblower from detriment (e.g. moving desks or changing line management of a whistleblower); and
• managing a whistleblower’s unsatisfactory work performance, if the action is in line with ComfortDelGro’s performance management framework.

Whistleblowers should seek independent legal advice in the event of concern.

The protections above will continue to apply to a whistleblower, even if the disclosure of Reportable Conduct turns out to be incorrect. However, a whistleblower is not protected for making a false claim so the whistleblower must have reasonable grounds to suspect the concerns that they report.

9. How will the matter be investigated?

After receiving a report about Reportable Conduct we will assess the information provided to determine whether it is a report to which this policy applies, how it will be handled and whether an investigation is required. The precise steps to be taken to investigate a report will differ in individual cases but may include:

1. appointment of an internal or external investigator (if it has been determined that an investigation is required);
2. asking the whistleblower whether they consent to their identity being disclosed to investigate the report;
3. interviewing the whistleblower and any other relevant person to obtain information about the report;
4. review of relevant documents and other information in relation to the report;
5. the investigator making findings regarding the conduct reported.

Generally, if the whistleblower can be contacted, we will confirm receipt of the disclosure within 2 Business Days. The investigation of a report will commence as soon as reasonably possible from the date CDC receives it. However, there may be reasons why an investigation may take longer. If CDC thinks there might be a delay with the investigation, CDC will tell the person who made the report (where possible).

Where possible and assuming that the identity of the whistleblower is known, the whistleblower will be kept informed of when the investigation process has begun, while the investigation is in progress and after the investigation has been finalised, subject to confidentiality and privacy considerations.

CDC may decide to act in response to any findings which may include, but is not limited to, disciplinary action, reporting the matter to an appropriate regulator, conducting training or addressing procedural and policy deficiencies.

10. Access to this Policy

This policy is available on CDC’s internet site at https://comfortdelgro.com.au/whistleblower-policy/

11. Board oversight

The Board may be provided with details of disclosures made in accordance with this policy and any findings made to ensure appropriate oversight of reports and investigation of matters reported under this policy.

If an eligible whistleblower does not provide consent for his or her identity to be disclosed, those persons within CDC who are handling the report may disclose information to the Board that is reasonably necessary for the purposes of investigating the report, provided that all reasonable steps are taken to reduce the risk that the whistleblower will be identified as a result of the report.

The Board will monitor CDC’s whistleblower practices and procedures to ensure that any broader trends, themes and/or emerging risks highlighted by the disclosures made under this policy are addressed and mitigated as part of CDC’s risk management and corporate governance.

12. Further information

Any questions about this policy or further information on how to make a report can be referred to the National HR Team.

13. Review

This policy is current as at 03 May 2022 and will be periodically reviewed to ensure it is operating effectively and is up to date.