Whistleblower Policy

Subject to the Permitted exceptions below, the identity of a whistleblower (or information that is likely to lead to their identity becoming known) must be kept confidential until the whistleblower has consented to the disclosure.

The identity of a whistleblower (or information that is likely to lead to their identity becoming known) may be disclosed without the whistleblower’s consent ONLY if the disclosure is made to:

• an in-house or external lawyer for the purpose of obtaining legal advice or legal representation in relation to the operation of the relevant whistleblower laws;
• the AFP or State Police; ASIC;
  APRA; or
• the Australian Commissioner of Taxation if the disclosure concerns Austin’s tax affairs or the tax affairs of a subsidiary of Austin.

No person at Austin may disclose or produce to a court or tribunal any information or documents which discloses the identity of a whistleblower (or information likely to lead their identity becoming known) without seeking the advice of a Group General Counsel.

No person at Austin may cause or threaten any detriment to any person for a reason which includes that they or any other person:

• is or proposes to be a whistleblower; or
• is suspected or believed to be, or could be, a whistleblower.

“detriment” includes (but is not limited to):

• dismissal;
• injury of an employee in their employment;
• alteration of an employee’s position or duties to their disadvantage;
• discrimination, harassment or intimidation;
• harm or injury including psychological harm;
• damage to property, reputation or business or financial position;
• taking action against a whistleblower to enforce a right (for example, a breach of confidentiality) or subjecting them to any liability or action simply because they have made a disclosure.

However, a whistleblower may be held liable for any personal misconduct revealed by their disclosure or an investigation following a disclosure.

When a disclosure is made which may fall under this policy, the following steps must be followed except where, in the opinion of the Disclosure Coordinator, it would be inappropriate or unreasonable in the circumstances to do so, in the discretion of the Disclosure Coordinator:

1. any person listed in “Who should I disclose to?” who receives the information must provide the information to a Disclosure Coordinator as soon as practicable, removing any information which identifies or may identify the discloser of the information (the potential whistleblower) prior to doing so (unless the potential whistleblower has provided their consent to that disclosure);
2. as soon as practicable, the Disclosure Coordinator responsible for the matter must determine whether the disclosure falls within the scope of this policy (the Initial Review) and, if so, appoint an investigator with no personal interest in the matter to conduct an investigation into the matters disclosed, if they determine it to be necessary or appropriate (the Investigation);
3. the investigator must conduct an Investigation in an objective and fair manner, ensuring to provide any employee who has been adversely mentioned in information provided by a whistleblower an opportunity to respond to the allegations made in respect of them prior to any adverse findings being made;
4. the Initial Review may generally be completed within 4 to 6 weeks of Austin’s receipt of a report (or disclosure) under this policy while an Investigation may take up to 12 weeks. However, timeframes for any Initial Review or ongoing inquires or Investigations will vary depending on the nature of the report and at Austin’s discretion.
5. the outcome of the Investigation must be reported to the Board or its delegated subcommittee, and may be reported to the whistleblower and any persons affected, as the Disclosure Coordinator considers appropriate;
6. subject to the exceptions allowed under “What about confidentiality?” or otherwise by law, the identity of a whistleblower (or information that is likely to lead to their identity becoming known) must be kept confidential at all times, during and after the Investigation (including in any reporting to the Board or to any persons affected). All persons responsible for or involved in an Investigation must take all reasonable steps to reduce the risk that a whistleblower will be identified; and
7. a whistleblower may raise any concerns or complaints regarding this policy or their treatment with the Disclosure Coordinator.

Subject to the confidentiality obligations in this policy, the Company Secretary must provide the Board or its delegated subcommittee, quarterly reports on all material whistleblower matters, including information on:

the status of any investigations underway; and
the outcomes of any investigations completed and actions taken as a result of those investigations.

Austin or the company

Austin Engineering Ltd ACN 078 480 136, its subsidiary companies from time to time, operating divisions, business units and joint ventures (where relevant).

Acts

Means the Corporations Act 2001 (Cth) and the Taxation Administration Act 1953 (Cth)

ASIC

Australian Securities and Investments Commission

APRA

Australian Prudential Regulatory Authority

AFP

Australian Federal Police

Board

The board of directors of Austin

Chair

The chair of the board

Director

A director of the company

Commonwealth

Commonwealth of Australia

A grievance about any matter relating to the discloser’s employment or former employment which has or tends to have implications for the discloser personally, and which may include (without limitation) the following:

Personal work-related grievance

• interpersonal conflict between a whistleblower and another employee;
• decisions relating to the engagement, transfer or promotion of the whistleblower;
• decisions relating to the terms and conditions of engagement of the whistleblower;
• decisions relating to the disciplinary treatment, suspension or termination of engagement of the whistleblower;
• information that does not have significant implications for Austin or any related entity;
• information that does not amount to Disclosable Conduct.

Relevant Legislation

Means the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission Act 2001 (Cth), the Banking Act 1959 (Cth), the Financial Sector (Collection of Data) Act 2001 (Cth), the Insurance Act 1973 (Cth), the Life Insurance Act 1995 (Cth), the National Consumer Credit Protection Act 2009 (Cth), the Superannuation Industry (Supervision) Act 1993 (Cth), Competition and Consumer Act 2010 (Cth), the Taxation Administration Act 1953 (Cth), other tax laws administered by the Commonwealth Commissioner of Taxation, any other Commonwealth law that is punishable by imprisonment for a period of 12 months or more, and regulations under or instruments referred to in these Acts.

You

Directors and employees of and contractors to Austin.