1. ADMINISTRATION OF POLICY

1.1 Purpose and Definition

Queensland Country is committed to best practice in corporate governance, compliance, and honest and ethical behaviour generally. We are committed to fostering a culture where you feel safe to speak up on matters that concern you. You are encouraged to speak up if you observe or suspect conduct that concerns you. We will support you throughout raising a concern and do not tolerate any form of retaliation or victimisation as a result of you speaking out in accordance with this Policy. This Policy provides a framework which encourages high ethical standards, discourages the incidence of fraud and misconduct, and outlines the rights and responsibilities of Eligible Whistleblowers who report incidences of improper conduct and procedures for effectively dealing with Qualifying Disclosures received under this Policy.

This Policy has been prepared in accordance with the requirements of Part 9.4AAA of the Corporations Act 2001 (Cth) and the Australian Securities and Investments Commission (ASICs) Whistle-blower Regulatory Guide 270.

The Policy forms part of Queensland Country's Staff Manual and can be accessed by the intranet and Queensland Country's Website

1.2 Authority

This Policy has been adopted by resolution of the Board of Directors.

1.3 Review

The Policy will be reviewed as necessary but at least every three years by the Chief Risk Officer. Recommendations for amendment or change will be put to the Board of Directors for approval.

1.4 Scope

This Policy applies to Eligible Whistleblowers.

1.5 Other Policies

The principles of this Policy must be read in conjunction with the whistleblower provisions in Queensland Country Bank's Fit and Proper Policy which deals specifically with requirements of APRA's Prudential Standard APS 520 Fit and Proper. The protections in this Policy will apply to persons making disclosures in accordance with the whistleblower provisions of the Fit and Proper Policy and the Corporations Act 2001 (Cth), and/or any other relevant legislation. They must also be read in conjunction with Queensland Country's Privacy and Credit Reporting Policy.

1.6 Availability of the Policy

Queensland Country will use the following methods for making the Policy available to the entity's

  • officers and employees (where applicable);
  • posting to the Queensland Country external website;
  • posting the Policy on the staff intranet;
  • setting out the Policy in the staff manual; and
  • incorporating the Policy in employee induction information packs and training for new starters.

 

2. DEFINITIONS

Disclosable Matters means any information that indicates that Queensland Country, or an officer or employee of Queensland Country has engaged in improper conduct that constitutes an offence under: the Corporations Act; the ASIC Act; the Banking Act 1959; the Financial Sector (Collection of Data) Act 2001; the Insurance Act 1973; the National Consumer Credit Protection Act 2009 or which constitutes an offence against any other law of the Commonwealth that is punishable by imprisonment for a period of 12 months or more or which represents a danger to the public or the financial system or is prescribed by regulation. Such behaviour includes, but is not limited to behaviour that is:

  • dishonest;
  • fraudulent;
  • corrupt;
  • illegal;
  • unethical;
  • in breach of internal policy;
  • misconduct or an improper state of affairs in relation to Queensland Country; or
  • a danger, or represents a danger, to the public or financial system; 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 be planning to make, a disclosure.

For the avoidance of doubt, Disclosable Matters do not include personal work-related grievances. These are generally grievances relating to a Staff Member's current or former employment or engagement (or that of their relative or dependent who is a staff member) that have implications for the person personally, and that do not have broad implications for Queensland Country. For example, interpersonal conflict between staff members, or a decision relating to employment or engagement, such as a transfer, promotion, or disciplinary action of a staff member.

A personal work-related grievance may still qualify for protection if:

  • it includes information about misconduct, or information about misconduct includes or is accompanied by a personal work-related grievance (mixed report);
  • the entity 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 discloser's personal circumstances;
  • the discloser suffers from or is threatened with detriment for making a disclosure; or
  • the discloser seeks legal advice or legal representation about the operation of the whistleblower protections under the Corporations Act.

Queensland Country means Queensland Country Bank Limited and/or Queensland Country Health Fund Ltd or its related entities.

External Whistleblower Hotline means the external hotline provided by Stopline Pty Ltd at the request of Queensland Country.

Eligible Whistleblower means an individual who is, or has been, any of the following:

a. an officer of Queensland Country;

b. an employee of Queensland Country;

c. an individual who supplies services or goods to Queensland Country (whether paid or unpaid);

d. an employee of a person that supplies services or goods to Queensland Country (whether paid or unpaid);

e. an individual who is an associate of Queensland Country;

f. a relative of an individual referred to in any of paragraphs (a) to (e);

g. a dependant of an individual referred to in any of paragraphs (a) to (e), or of such an individual's spouse; or any other individual as required by law.

Journalist means a person who is working in a professional capacity as a journalist for any of the following: a newspaper or magazine; a radio or television broadcasting service; an electronic service (including a service provided through the internet) that: is operated on a commercial basis, or operated by a body that provides a national broadcasting service (within the meaning of the Broadcasting Services Act 1992); and is similar to a newspaper, magazine, radio, or television broadcast.

Qualifying Disclosure means a disclosure of the nature described in clause 4.1.

Whistleblower means an Eligible Whistleblower, who makes, or attempts to make, a Whistleblowing disclosure and is eligible for Whistleblower Protection.

Whistleblowing is defined as the disclosure of 'Disclosable Matters' by a person about actual, suspected, or anticipated wrongdoing within, or by, Queensland Country or a director, officer or employee of Queensland Country.

Whistleblower Protection means any disclosure made in accordance with clause 3.

 

PROTECTION OF WHISTLEBLOWER UNDER THIS POLICY

3.1. Qualifying Disclosure

A disclosure of information by an individual qualifies for Whistleblower Protection if:

a. the discloser is an Eligible Whistleblower; and

b. the disclosure is made to any of the following:

   i. the Company Secretary of Queensland Country;

   ii. the Chief Executive Officer (CEO);

   iii. an Executive Manager;

   iv. the Australian Securities and Investment Commission (ASIC);

   v. the Australian Prudential Regulatory Authority (APRA);

   vi. a legal practitioner;

   vii. a commonwealth authority, or

   viii. any other prescribed body under the Corporations Act 2001 (Cth); and

c. the information disclosed concerns a Disclosable Matter in relation to Queensland Country; and

d. the discloser has reasonable grounds to suspect that the information indicates a Disclosable Matter.

3.2 Public Interest and Emergency Disclosure

A disclosure of information (the public interest disclosure or emergency disclosure) by an individual (the discloser) qualifies for Whistleblower Protection if:

a. the discloser has previously made a disclosure of information in accordance with clause 3.1 of this Policy, at least 90 days has passed since the disclosure was made, and:

   i. the discloser does not have reasonable grounds to believe that making a further disclosure of the information in accordance with this clause 3.2 would be in the public interest (applicable to public interest disclosure only); or

   ii. the discloser has reasonable grounds to believe that the information concerns a substantial and imminent danger to the health or safety of one or more persons or to the natural environment (applicable to emergency disclosure only); and

after the end of the 90-day period, the discloser gave the body to which the previous disclosure was made a written notification (which would enable them to identify the previous disclosure) and which states that the discloser intends to make a public interest or emergency disclosure.

The public interest/ emergency disclosure must be made to a member of the Parliament (Commonwealth or State, or legislature of a Territory); or a Journalist. The extent of the information disclosed in the public interest/ emergency disclosure must be no greater than is necessary to inform the recipient of the Disclosable Matter of Queensland Country.

3.3 Disclosure that qualifies for protection not actionable

If an Eligible Whistleblower makes a disclosure that qualifies for Whistleblower Protection Queensland Country will ensure, to the extent of Queensland Country's control:

a. the Eligible Whistleblower is not subject to any civil, criminal or administrative liability (including disciplinary action) for making the disclosure;

b. no contractual or other remedy may be enforced, and no contractual or other rights may be exercised against the person on the basis of the disclosure; and

c. the information is not admissible against the person in the proceedings that Queensland Country is a party to.

The Eligible Whistleblower may seek and be awarded through the courts, compensation if Queensland Country engages in acts which causes or threatens to cause loss, damage or injury to the Eligible Whistleblower or fail to take reasonable precautions and exercise due diligence to prevent the detrimental conduct including but not limited to dismissal, alteration of positions, harassment, to the disclosure.

These protections apply not only to internal disclosures, but to disclosures to legal practitioners, regulatory and other external bodies, and public interest and emergency disclosures that are made in accordance with the Corporations Act.

However, the protections do not grant immunity for any misconduct a discloser has engaged in that is revealed in their disclosure.

 

4. MAKING A DISCLOSURE AND RECEIVING FEEDBACK

4.1 Who can make a disclosure

Any Eligible Whistleblower can make a Whistleblowing disclosure under this Policy.

4.2 What can be disclosed

Matters that can be disclosed under this Policy are limited to matters where the Eligible Whistleblower has reasonable grounds to suspect a Disclosable Matter has occurred.

Matters that do not fall within the definition of Disclosable Matter should be reported in accordance with the relevant policy and/or procedure. For example, Queensland Country's Staff Manual provides details of the process for reporting any staff grievances.

4.3 How is a disclosure made

An Eligible Whistleblower may make a Whistleblowing disclosure either verbally or in writing. If the disclosure is initially made verbally, it will then need to be recorded in writing to obtain further clarity of issues.

An Eligible Whistleblower can make a whistleblowing disclosure anonymously. An anonymous disclosure may be made through confidential channels such as a letter or email, or via the External Whistleblowing Hotline. If the disclosure is made anonymously, the Eligible Whistleblower is encouraged to maintain ongoing communication using their preferred reporting channel which will allow Queensland Country to ask follow-up questions and better understand and investigate any concerns.

The written disclosure must be provided to the authorised person to whom the verbal disclosure was made, or to any of the following persons:

  • a Director of Queensland Country;
  • the CEO of Queensland Country;
  • an Executive Manager of Queensland Country;
  • the Company Secretary of Queensland Country;
  • the External Whistleblower Hotline;
  • ASIC;
  • APRA
  • A legal practitioner;
  • A commonwealth authority; or
  • In limited circumstances (refer to clause 3.2) a Journalist or Parliament.

Directors and Whistleblower Protection Officers can be contacted through the Company Secretary at cosec@queenslandcountry.bank.

The CEO and Executive Managers can be contacted by telephone on 1800 075 078 and an email address can be provided to an anonymous caller.

The External Whistleblowing Hotline can be contacted and complaints can be made by:

Regulators such as ASIC and APRA may be contacted through the various contact details provided on their respective websites.

Disclosures of information to 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 are protected (even in the event that the legal practitioner concludes that a disclosure does not relate to a 'disclosable matter').

4.4 Duty of Confidentiality

Any Eligible Whistleblower who chooses to make a Whistleblowing disclosure in accordance with this Policy must not discuss any issues relating to their disclosure with any other Queensland Country person (other than the authorised person to whom the disclosure was made), so as not to raise the suspicion of the person against whom the allegation has been made. Care should also be taken not to make any remarks that may be considered defamatory in respect to the person against whom the disclosure has been made.

Further, any information or documentary evidence relating to the disclosure must be maintained in a confidential manner.

If a report is made, the identity of the discloser must be kept confidential unless one of the following exceptions applies:

  • the information does not include the discloser's identity,
  • the discloser consents to the disclosure of their identity,
  • Queensland Country has taken all reasonable steps to reduce the risk that the discloser will be identified from the information,
  • disclosure of details that might reveal the discloser's identity is reasonably necessary for the effective investigation of the matter,
  • the concern is reported to ASIC, APRA, or the AFP, or
  • the concern is raised with a lawyer for the purpose of obtaining legal advice or representation.

It is illegal for a person to identify a discloser or disclose information that is likely to lead to the identification of the discloser, outside the above exceptions. A discloser can lodge a complaint with the Queensland Country about a breach of confidentiality and may lodge a complaint with a regulator, such as ASIC, APRA or the ATO, for investigation.

4.5 Feedback

Feedback will be provided to the person making the whistleblower disclosure in accordance with this Policy if requested. Refer to clause 25.6.2 Outcome of Investigations - Keeping the Whistleblower informed.

4.6 Support available to you

If you are a current or former Employee (or an immediate family member thereof), you may access the Queensland Country's confidential counselling service (Employee Assistance Program) on 1300 361 008.

Queensland Country will endeavour to support you, but it will not be able to provide the same practical support to non-employees that it provides to current employees. Therefore, the processes in this Policy will be adapted and applied to the extent reasonably possible.

Queensland Country will at all times be able to raise and address with you matters that arise in the ordinary course of your employment or contractual relationship (for example, any separate performance or misconduct concerns).

Queensland Country may, at its discretion, grant you immunity from internal disciplinary proceedings relating to matters that come to light as a result of your disclosure.

Queensland Country encourages disclosers to seek their own independent legal advice or contact regulatory bodies, such as ASIC, APRA or the ATO, if they need assistance of believe they have suffered detriment.

 

ASSESSING & INVESTIGATING REPORTS OF IMPROPER CONDUCT

5.1 Whistleblower Protection Officers

All reports received will be referred to a Whistleblower Protection Officer. Queensland Country have appointed the Chief Risk Officer and the Head of Internal Audit as Whistleblower Protection Officers. The Whistleblower Protection Officers are responsible for;

a. assessing Whistleblower disclosures;

b. assessing the immediate welfare and protection needs of the Whistleblower and safeguard their interests;

c. managing the investigation (if required);

d. ensuring the integrity of the reporting function;

e. notifying authorities or external agencies - if required;

f. recommending preventative actions to avoid future disclosable conduct.

5.2 Timeframe for initial action

If a Whistleblowing disclosure has been received by the CEO, a Director, the Company Secretary or an Executive Manager of Queensland Country, an initial assessment of the disclosure will be completed by a Whistleblower Protection Officer or another suitable qualified person within 10 business days of the receipt of the disclosure.

If further investigation is required in respect to the matters raised in the disclosure, the investigation will be actioned as a matter of priority.

If it is determined that a disclosure is to be investigated, a Whistleblower Protection Officer will draft a Terms Of Reference which encompasses:

a. the background and scope of the investigation - who are involved and what are the potential breaches of the allegations;

b. who is best placed to undertake the investigation;

c. what support will be provided in the way of technical advice, depending on the nature of the matter; and

d. the timeframes.

The terms of Reference will be provided to the party undertaking the investigation (if that party is not the Whistleblower Protection Officer).

5.3 Assessing a report

Once a report has been received by the CEO, a Director, the Company Secretary or an Executive Manager of Queensland Country that person must assess, or appoint the Whistleblower Protection Officer or another suitable person to assess, the disclosure.

The initial assessment must be completed within the timeframe documented in the paragraph titled 'Timeframe for initial action' above.

If the initial assessment concludes that no further action is required, feedback, if requested, will be provided to the Whistleblower in accordance with this policy. Refer to the section titled 'Keeping the Whistleblower informed' in clause 6.2 Outcome of Investigations.

If the initial assessment concludes that an investigation is required, the Whistleblower Protection Officer must determine who will investigate the matter.

5.4 Investigating a report

Investigations must be undertaken in an impartial and discreet manner. An employee must not be asked to investigate any matter that relates to their own department. Complete confidentiality must be maintained at all times.

How is an investigation carried out

The objective of an investigation is to determine whether there is enough evidence to substantiate or refute the matters reported.

The person appointed to investigate the report must:

a. undertake a fair, independent and discreet investigation into the substance of the report to determine whether there is evidence to support the matters raised;

b. respect individual confidentiality (see clause 7 for further information on confidentiality);

c. collect all available data and verify the reported information;

d. in order to observe the rules of procedural fairness, interview any relevant person to understand their perspective;

e. may determine the most appropriate time to inform the individual who is the subject of a disclosure about the investigation, provided that they inform the individual before making any adverse finding against them; and

f. investigate with due care and appropriate speed.

Where a Whistleblower initiating the inquiry has identified themselves, the investigator would be likely to begin by interviewing that person. Their identity must not be made known to other parties, including other persons interviewed without their specific consent.

Queensland Country may not be able to undertake an investigation if it is not able to contact the discloser (e.g. if a disclosure is made anonymously and the discloser has refused to provide, or has not provided, a means of contacting them)

The appropriate timeframe for an investigation will vary depending on the nature of the disclosure. Queensland Country will endeavour to finalise their investigations within 21 business days of the date of the initial assessment.

 

6. OUTCOME OF INVESTIGATIONS

6.1 What happens after an investigation

At the end of the investigation, the investigator will document (depending on the nature of the disclosure) and report their findings to the CEO (if he/she is not the subject of the allegation) or Board (if the CEO is the subject of the investigation) who will determine the appropriate response.  The response will include rectifying any improper conduct that resulted in the Disclosable Matter and taking any action required to prevent any future occurrences of the same or similar conduct.

Where issues of discipline arise the response will also be in line with Queensland Country's procedures for disciplinary matters. Where allegations of a Disclosable Matter made against another person cannot be substantiated, that person will be advised accordingly and will be entitled to continue in their role as if the allegations had not been made.

6.2 Keeping the Whistleblower informed

A discloser will be provided with key updates, if the discloser can be contacted (including through anonymous channels) in relation to the commencement, progression and finalisation of the investigation. The frequency and timeframe of these updates may vary depending on the nature of the disclosure.

Once the investigation has been completed a verbal report will be made to the Whistleblower. This report will explain the findings and actions taken to the fullest extent possible within commercial, legal and confidentiality constraints.

 

7. PROTECTING CONDIENTIALITY AND PRIVACY

7.1 Anonymity / Confidentiality

Disclosures can be made anonymously and still be protected under the Corporations Act.

A discloser can choose to remain anonymous while making a disclosure, over the course of the investigation and after the investigation is finalised. A discloser can refuse to answer questions that they feel could reveal their identity at any time, including during follow-up conversations. If a disclosure comes from an email address from which the person's identity cannot be determined, and the discloser does not identify themselves in the email, it will be treated as an anonymous disclosure. To ensure anonymity communication with disclosers can be by way of anonymised email addresses and a discloser may adopt a pseudonym for the purpose of their disclosure.

Queensland Country will take all reasonable steps to protect the identity of a Whistleblower. Accordingly, Queensland Country will not disclose the Whistleblower's identity, or information that is likely to lead to the identification of the Whistleblower unless:

  • the Whistleblower making the disclosure consents to the disclosure; or
  • the disclosure is required or allowed by law (for example to ASIC, APRA, the Australian Federal Police, or a legal practitioner for the purpose of obtaining advice, or to a commonwealth authority); or
  • the disclosure is necessary to prevent a serious or imminent threat to life, health or safety.

To reduce the risk that the discloser will be identified from the information contained in a disclosure Queensland Country may use any or all of the following mechanisms:

  • all personal information or reference to the discloser witnessing an event will be redacted;
  • the discloser will be referred to in a gender-neutral context;
  • where possible, the discloser will be contacted to help identify certain aspects of their disclosure that could inadvertently identify them; and
  • disclosures will be handled and investigated by qualified staff.

Queensland Country will also ensure that any records relating to a Disclosable Matter are stored securely and are able to be accessed only by authorised persons.

Further, the non-identifying content of a disclosure may need to be shared in order to report a matter of significance to Queensland Country's governance bodies, such as Queensland Country Board and/or Board Audit Committee.

Queensland Country will also ensure that the identity of any staff member that is the subject of a disclosure will remain confidential throughout the investigation process.

Queensland Country will only disclose this information if required by law or to Queensland Country's governance bodies to further the investigation.

7.2 Detrimental Conduct Prohibited

Queensland Country strictly prohibits all forms of detrimental conduct against Eligible Whistleblowers.

Detrimental conduct means any actual or threatened conduct that could cause a detriment to you as a result of you making a Whistleblower disclosure, including:

a. Termination of employment;

b. Alteration of an employee's position or duties to his or her disadvantage;

c. Harassment, bullying or intimidation;

d. Personal or financial disadvantage;

e. Unlawful discrimination;

f. Harm or injury, including psychological harm;

g. Damage to reputation; or

h. Any other conduct that constitutes retaliation.

Queensland Country will take all reasonable steps to protect you from detrimental conduct and will take action it considers appropriate where such conduct is identified.

This may include:

a. implementing a processes for assessing the risk of detriment against a discloser and other persons (e.g. other staff who might be suspected to have made a disclosure), which will commence as soon as possible after receiving a disclosure;

b, providing support services (including counselling or other professional or legal services) that are available to disclosers;

c. implementing actions for protecting a discloser from risk of detriment - e.g. allowing the discloser to perform their duties from another location, reassign the discloser to another role at the same level, make other modifications to the discloser's workplace or the way they perform their work duties, or reassign or relocate other staff involved in the disclosable matter;

d. implementing processes for ensuring that management are aware of their responsibilities to maintain the confidentiality of a disclosure, address the risks of isolation or harassment, manage conflicts, and ensure fairness when managing the performance of, or taking other management action relating to, a discloser;

e. provide information on how a discloser can lodge a complaint if they have suffered detriment, and the actions the entity may take in response to such complaints; or

f. implementing interventions for protecting a discloser if detriment has already occurred - e.g. investigating and addressing the detrimental conduct, such as by taking disciplinary action, or the entity could allow the discloser to take extended leave, develop a career development plan for the discloser that includes new training and career opportunities, or offer compensation or other remedies

Queensland Country also strictly prohibits all forms of detrimental conduct against people who are involved in a Whistleblower investigation.

Actions that do not constitute detrimental conduct include:

a. administrative action that is reasonable for the purpose of protecting a discloser from detriment;

b. managing a discloser's unsatisfactory work performance in accordance with internal policy and procedures.

7.3 Unauthorised disclosure of whistleblower Identity:

If an employee discloses:

a. the identity of an Eligible Whistleblower who has made a report of Improper Conduct; or

b. information from which the identity of the reporting person could be inferred,

this will be regarded as a disciplinary matter and will be dealt with in accordance with Queensland Country disciplinary procedures and may deem the whistleblower liable for compensation.

7.4 Privacy issues

To the extent that any of the information recorded by the CEO, a Director, the Company Secretary or an Executive Manager constitutes 'personal information' under the Privacy Act 1988, it should be noted that:

a. the purpose of the collection of that information is to assist Queensland Country to respond to issues raised and to protect or enforce Queensland Country's legal rights or interests or to defend any claims; and

b. personal information may be used for the primary purpose for which it was collected or for any related secondary purpose that could reasonably be expected; and

c. personal information may be disclosed as described under clause 7.1 'Anonymity / Confidentially' above; and

d. personal information will be handled in accordance with Queensland Country's Privacy Policy and the Privacy Act 1988 (Cth).

 

8. REPORTING

8.1 Reports provided under this Policy

All results of investigations which have been undertaken under this Policy will be provided to the Board.

In the compilation of these reports the identity of any person who has made a disclosure under this Policy, or any information which may enable that person to be identified, will not be disclosed unless authorised under clause 7.1 'Anonymity / Confidentially' above.

 

9. BREACH OF POLICY

Breach of this Policy may be regarded as misconduct, which may lead to disciplinary action (including termination of employment or engagement). An individual may also be exposed to criminal or civil liability for breach of relevant legislation.

Any alleged breach of this Policy will be taken seriously and, if appropriate, will be separately investigated. Potential or alleged breaches of this Policy must be escalated to Executive Management.

Top