Whistleblower Protection Policy.

20 December 2019

Introduction

Mendonca is committed to maintaining a high standard of integrity, investor confidence and good corporate governance including having a leadership role in setting and articulating corporate governance standards in Australia.

Our Whistleblower Protection Policy (Policy) forms part of the Company’s risk management framework, and other associated risk and compliance policies.

A critical component of the Company’s strategy is maintaining its reputation for delivering its services in a reliable and credible manner. This is reflected in the strategic pillar of “Enduring trust, integrity and resilience” and means that the Company must put its reputation at the centre of everything it does.

The Policy is also underpinned by the Company’s values to:

·       Be Open

·       Be Trustworthy

·       Be Original

·       Be the Example

What does this Policy do?

You may have concerns about conduct within the Company which appears to you to be illegal, unethical or otherwise improper, but you may feel apprehensive about raising your concerns because of the fear of possible adverse repercussions to you. This might be the case, for example, if your concerns relate to conduct of your immediate manager.

The aim of this policy is to make you feel confident about raising concerns internally, by offering a reporting and investigative mechanism that is objective, confidential, independent and protects you from reprisal or disadvantage.

Under this Policy:

  • you are encouraged to report your concerns, whether openly or, if preferred, anonymously

  • if you report your concerns, you will be afforded confidentiality unless you indicate (or the law requires) otherwise

  • concerns reported by you will be properly investigated with a view to establishing the truth and correcting any wrongdoing where possible

  • you will be advised of the outcome of the investigation and any action taken as much as practicable

  • you will not be victimised or adversely affected because of your action in reporting your concerns provided of course, that there is a basis for your concerns, and that you have acted in good faith and without malicious intent

Who does this Policy apply to?

This Policy applies to anyone who is employed by or works at the Company, including employees (whether permanent, part time, fixed-term or temporary), contractors, consultants, secondees and directors.

Policy on Whistleblowing

All Company employees have a responsibility to help detect, prevent and report instances of suspicious activity or wrongdoing, referred to as a Reportable Matter. You are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage with your immediate manager, and serious matters will then be escalated through to senior management.

The Company is committed to ensuring that all employees have a safe, reliable and confidential way of reporting any Reportable Matters. You should report a Reportable Matter under this Policy if you:

  • have previously reported a Reportable Matter and you are not satisfied with the response to your report; or

  • feel unable to raise the Reportable Matter with your manager, either because your manager is the subject of your report or because you have another reason to believe that your manager is unlikely to deal with the report properly.

What is a “Reportable Matter”?

A Reportable Matter is any concern (actual or suspected) about the following conduct, or the deliberate concealment of such conduct:

  • financial irregularity (including a fraud against the Company or a customer or supplier)

  • corrupt conduct

  • criminal conduct

  • failure to comply with any legal or regulatory obligation

  • unfair or unethical dealing with a customer

  • unethical or other serious improper conduct

  • misconduct, or an improper state of affairs or circumstances

  • danger to the public

  • offense against any other law of the Commonwealth that is punishable by imprisonment for a period of 12 months or more

How to Report

Any report under this Policy can be made via any of the following, noting it may depend on the matter and the person who is the subject of the matter:

  • to ant director of the Company

  • to the external financial auditor

You may at any stage skip a person in the chain outlined above if that person is the subject of the report or if you have another reason to believe that the person is not likely to deal with the report properly.

While reports can be made anonymously if preferred, his may affect the ability to investigate the matter properly and to communicate with you about your report.

Nothing in this Policy should be taken as restricting you from reporting any matter or providing any information to a regulator (such as ASIC), the Company’s auditor or a member of the audit team or any other person in accordance with any relevant law, regulation or other requirement.

If you need help with this Policy

At any stage, you can speak to a director, whether specifically or because you would like general advice on this Policy or its application to a given set of facts.

Action required when your Report is made

The person who you make a report to under this Policy must ensure that the matter is properly investigated by the person nominated for the purposes of this Policy as the Whistleblowing Investigations Officer.

Investigation Process

Investigation processes will vary depending on the precise nature of the conduct being investigated. The purpose of the investigation is to determine whether or not your concerns are substantiated, with a view to the Company then rectifying any wrongdoing uncovered to the extent that this is practicable in all the circumstances.

The investigation will be thorough, objective, fair and independent of you, anyone who is the subject of the Reportable Matter, and any business unit concerned. The investigation will also have proper regard to the principles set out in the Australian Standard on Whistleblower Protection Programs.

Communicating with you about your Report

The Whistleblower Investigations Officer will keep you informed of the outcome of the investigation arising from your report, subject to considerations of the privacy of anyone who is the subject of the Reportable Matter and normal confidentiality requirements.

Where practicable, you will be provided with initial feedback within a week of making your report, and any further feedback on a fortnightly basis as the matter progresses.

Your Protection

The person who you make a report to under this Policy may, if you agree, disclose your identity to the Whistleblower Protection Officer, but will otherwise keep your identity confidential. They will ensure that all files relating to your report are kept secure, and that information received from you is held in confidence and is only disclosed to a person not connected with the investigation if:

  • you have been consulted and have consented to the disclosure, or

  • it is required or permissible by law

It is possible that someone might deduce your identity without there having been a breach of confidentiality, if the nature of your report points to one particular individual having made it, or otherwise as a consequence of the nature of the investigatory process.

The Company recognises that “whistleblowing” can be a very stressful and difficult thing to do. Provided that you are acting in good faith and that you have not yourself engaged in serious misconduct or illegal conduct, to the maximum extent possible you will not be subject to disciplinary sanctions by the Company in relation to any matters that you report.

The Company will safeguard your interests, having regard to this Policy, the Australian Standard on Whistleblower Protection Programs, and any other applicable policies and laws.

In particular, the Company will take whatever action is possible consistently with this Policy to make sure that you are not personally disadvantaged for making your report, whether by dismissal, demotion, any form of harassment, discrimination or any form of current or future bias.

If you claim to have been the subject of any such action as a consequence of making your report, and the matter cannot be resolved with you by management, the matter will be referred to the Chair of the Audit and Risk Committee.

Any person found in breach of the provisions in this Policy will be subject to disciplinary procedures, up to and including the termination of your employment or engagement with the Company.

Whistleblower Protection Officer

All directors, are appointed as a Whistleblower Protection Officer with powers and duties consistent with the Australian Standard on Whistleblower Protection Programs.

False Reporting

A false report of a Reportable Matter could have significant effects on the Company’s reputation and the reputations of other staff members and could also cause considerable waste of time and effort.

Any deliberately false reporting of a Reportable Matter, whether under this Policy or otherwise, will be treated as a serious disciplinary matter.

Records

The Chairman of the Board will maintain a record of all whistleblowing incidents and actions taken under this Policy, so that the Policy can be periodically reviewed.

Questions

Any questions about this Policy should be directed to the to the Company Secretary Specific questions about whistleblower protection issues can be directed to the Whistleblower Protection Officer.

Review

The Company Secretary is to regularly review this Policy and its effectiveness.