Whistleblower policy

1. Commitment

At IPC Asia Pacific, we are committed to conducting our business with honesty and integrity. We aim to be held in high regard by our customers and both internal and external stakeholders. We encourage a culture of openness and accountability and are committed to ensuring our business practices are of legal, ethical, and to investigate and address any improper conduct if it occurs.

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2. Purpose of the Policy

The purpose of this IPC Asia Pacific Whilstleblower Policy (“Policy”) is to set out:

Who is entitled to be protected as a whistleblower under this Policy;
The protections whistleblowers are entitled to under this Policy; and
How disclosures made by whistleblowers will be handled by IPC Asia Pacific.

This Policy will help:

Deter wrongdoing, in line with IPC Asia Pacific’s risk management and governance framework;
To ensure individuals who disclose wrongdoing can do so safely, securely and with confidence that they will be protected and supported;
To ensure disclosures are dealt with appropriately and on a timely basis;
To provide transparency around the IPC Asia Pacific’s framework for receiving, handling and investigating disclosures;
To support the IPC Asia Pacific’s values, code of conduct and ethics policy;
To support the IPC Asia Pacific’s long-term sustainability and reputation; and
To meet the IPC Asia Pacific’s legal and regulatory obligations.

3. Definitions

IPC Asia Pacific means Independent Purchasing Company (Australasia) Limited ACN 082 169 060 and our related bodies corporate.

Whistleblower Officer means the role under the entity’s Whistleblower Policy that is responsible for protecting or safeguarding disclosers, ensuring the integrity of the reporting mechanism and may also be responsible for investigating disclosures or coordinating external investigations

4. Content of the Policy

The content of this Policy has been largely sourced from the Australian Securities and Investments Commission (“ASIC”) Regulatory Guide 270 (November 2019) (“ASIC Guidelines”) and adopted to the needs of IPC Asia Pacific as at the date of this Policy.

A copy of ASIC Guidelines can be found at:

https://download.asic.gov.au/media/5340534/rg270-published-13-november-2019.pdf

IPC Asia Pacific will review this policy periodically, or when there are regulatory changes.

5. Who the Policy Applies To

This Policy is made in accordance with the Whistleblower Protection Laws in the Corporations Act 2001 (Cth) of Australia (“Corporations Act”) and Taxation Administration Act 1953 (Cth) of Australia.

An eligible whistleblower (“Eligible Whistleblower”) is an individual who is, or has been, any of the following in relation to IPC Asia Pacific:

An officer or employee (e.g. current and former employees who are permanent, part-time, fixed-term or temporary, interns, secondees, managers, and directors);
A supplier of services or goods to IPC Asia Pacific (whether paid or unpaid), including their employees (e.g. current and former contractors, consultants, service providers and business partners);
An associate of IPC Asia Pacific; and
A relative, dependant or spouse of an individual in (a)–(c) (e.g. relatives, dependants or spouse of current and former employees, contractors, consultants, service providers, suppliers and business partners).

It is important to note that a person also qualifies for protection as a whistleblower under the Corporations Act if they are an Eligible Whistleblower in relation to IPC Asia Pacific and:

They have made a disclosure of information relating to a ‘disclosable matter’ directly to an ‘eligible recipient’ or to ASIC, APRA or another Commonwealth body prescribed by regulation;
They have made a disclosure to a legal practitioner for the purposes of obtaining legal advice or legal representation about the operation of the whistleblower provisions in the Corporations Act; or
They have made an ‘emergency disclosure’ or ‘public interest disclosure’.

6. Matters the Policy Applies To

6.1 Disclosable Matters

This section will set out the types of disclosure that qualify for protection under the Corporations Act. These are called ‘Disclosable Matters.’

Term	Example/s
Disclosable Matters	^{Disclosable Matters involve information that the discloser has reasonable grounds to suspect concerns ‘misconduct’, or an ‘improper state of affairs or circumstances’, in relation to IPC Asia Pacific, or a related body corporate of IPC Asia Pacific.} Disclosable Matters also involve information about IPC Asia Pacific, if the discloser has reasonable grounds to suspect that the information indicates IPC Asia Pacific or its related bodies corporate (including their employees or officers) have engaged in conduct that: (a) constitutes an offence against, or a contravention of, a provision of any of the following: (i) the Corporations Act; (ii) the Australian Securities and Investments Commission Act 2001; (iii) the Banking Act 1959; (iv) the Financial Sector (Collection of Data) Act 2001; (v) the Insurance Act 1973; (vi) the Life Insurance Act 1995; (vii) the National Consumer Credit Protection Act 2009; (viii) the Superannuation Industry (Supervision) Act 1993; (ix) an instrument made under an Act referred to in (a)(i)–(a)(viii); (b) constitutes an offence against any other law of the Commonwealth that is punishable by imprisonment for a period of 12 months or more; (c) represents a danger to the public or the financial system; or (d) is prescribed by regulation. It is important to note that: Disclosable Matters include conduct that may not involve a contravention of a particular law. Information that indicates a significant risk to public safety or the stability of, or confidence in, the financial system is also a Disclosable Matter, even if it does not involve a breach of a particular law. A disclosure can still qualify for protection even if their disclosure turns out to be incorrect.
Misconduct	Is defined to include ‘fraud, negligence, default, breach of trust and breach of duty.’
Improper state of affairs or circumstances	Is not defined by the legislation and is intentionally broad. For example, ‘misconduct or an improper state of affairs or circumstances’ may not involve unlawful conduct in relation to IPC Asia Pacific or a related body corporate of IPC Asia Pacific but may indicate a systemic issue that the relevant regulator should know about to properly perform its functions. It may also relate to business behaviour and practices that may cause consumer harm.
Reasonable grounds to suspect	Is based on the objective reasonableness of the reasons for the discloser’s suspicion. It ensures that a discloser’s motive for making a disclosure, or their personal opinion of the person(s) involved, does not prevent them from qualifying for protection. In practice, a mere allegation with no supporting information is not likely to be considered as having ‘reasonable grounds to suspect’. However, a discloser does not need to prove their allegations.

Below are some examples of what these words can mean in practice in relation to IPC Asia Pacific, or a related body corporate.

Subject	Example/s
Misconduct in relation to IPC Asia Pacific or a related body corporate. Misconduct includes fraud, negligence, default, breach of trust, or breach of duty in relation to IPC Asia Pacific or a related body corporate, or breach of fiduciary duties to members/shareholders	Deliberately or negligently breaching laws in the conduct of its business. Deliberately overcharging or charging for services not received.
An improper state of affairs or circumstances, in relation to IPC Asia Pacific or a related body corporate.	Unethical conduct, such as systemic or serious breaches of IPC Asia Pacific policies. Conduct which may cause financial or non-financial loss to IPC Asia Pacific or be otherwise detrimental to the interests of IPC Asia Pacific, such as financial mismanagement. Conduct or practices which are illegal. Corrupt activities. Requesting and taking bribes. Fraudulent or other illegal activity or a criminal offence. Abuse of authority. Perverting the course of justice. Abuse of public trust.
Information that indicates that IPC Asia Pacific or our related bodies corporate or any of our officers or employees have engaged in conduct that constitutes a breach of the Corporations Act and other laws administered by ASIC and APRA.	Insider trading. Trading while insolvent. Breach of continuous disclosure rules. Engaging in detrimental conduct towards a person who is, or is thought to be, a discloser. Breaching the confidentiality of a person who has made, or may make, a disclosure of improper conduct. Significant mismanagement of funds or resources, or financial malpractice.
Information that indicates that IPC Asia Pacific or our related bodies corporate or any of our officers or employees have engaged in conduct that breaches any other Commonwealth laws, that is punishable by 12 months or more imprisonment.	Bribing a government official. Theft of the belongings or property of IPC Asia Pacific and/or contractors. Serious harm to Staff, public, volunteer or contractor safety.
Information that indicates that IPC Asia Pacific or our related bodies corporate or any of our officers or employees have engaged in conduct that represents a danger to the public or to the financial system.	Deliberately or negligently misleading the public about the safety of a product. Systemic conduct that might pose a risk to stability of, or confidence in, our financial system.
Information that indicates misconduct or an improper state of affairs or circumstances, in relation to the tax affairs of IPC Asia Pacific, or an associate of IPC Asia Pacific and you consider this information may assist the recipient to perform their functions or duties in relation to those tax affairs.	Information about a tax evasion scheme within the business.
Any attempt to conceal or delay disclosure of any of the above conduct.

6.2 Personal Work-Related Grievances

Disclosures that relate solely to personal work-related grievances, and that do not relate to detriment or threat of detriment to the discloser, do not qualify for protection under the Corporations Act.

Personal work-related grievances are those that relate to the discloser's current or former employment and have, or tend to have, implications for the discloser personally, but do not:

have any other significant implications for IPC Asia Pacific (or another entity); or
relate to any conduct, or alleged conduct, about a Disclosable Matter.

Subject

Example/s

Some specific examples of grievances that may be personal work-related grievances, include:

An interpersonal conflict between the discloser and another employee.

A decision that does not involve a breach of workplace laws.

A decision about the engagement, transfer or promotion of the discloser.

A decision about the terms and conditions of engagement of the discloser.

A decision to suspend or terminate the engagement of the discloser, or otherwise to discipline the discloser.

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);
IPC Asia Pacific 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.

Employees are encouraged to resolve their personal work-related grievance(s). An employee can internally raise personal work-related grievances and other types of issues or concerns that are not covered by this Policy by contacting:

Position: Director of People & Culture
Phone: +61 2 8908 7976
Email: Whistleblower@ipcasiapacific.com:>
Mail: Level 3, 65 Berry Street, North Sydney NSW 2060 – to be marked ‘Private & Confidential

Employees may choose to seek their own legal advice about their rights and protections under employment or contract law.

6.3 Discouraging False Reporting

While IPC Asia Pacific strongly discourages deliberate false reporting (i.e. a report that the discloser knows to be untrue), IPC Asia Pacific does not want to deter staff from making disclosures where they may have some information leading to a suspicion, but not all the details.

7. Who can Receive a Disclosure?

This section includes information about:

who can receive disclosures that qualify for protection; and
how disclosures may be made.

7.1 Eligible Recipients in relation to IPC Asia Pacific

It is important to note that a discloser needs to make a disclosure directly to one of the IPC Asia Pacific’s ‘eligible recipients’ to be able to qualify for protection as a whistleblower under the Corporations Act.

At IPC Asia Pacific an ‘eligible recipient’ includes:

An officer, such as a director or company secretary of IPC Asia Pacific or its related body corporate;
A senior manager, such as a senior executive within IPC Asia Pacific or its related body corporate
The internal or external auditor (including a member of an audit team conducting an audit) or actuary of IPC Asia Pacific or its related body corporate;
The Director of People & Culture has been appointed by IPC Asia Pacific, to be the Whistleblower Officer and is authorised to receive disclosures that may qualify for protection. They can be contacted as follows:
Position: Director of People & Culture

Phone: +61 2 8908 7976

Email: Whistleblower@ipcasiapacific.com
Mail: Level 3, 65 Berry Street, North Sydney NSW 2060 – to be marked ‘Private & Confidential’. The enclosed report should be addressed to the IPC Asia Pacific Whistleblower Officer, c/o Director of People & Culture.

A discloser may also make a disclosure by contacting our Whistleblowing Hotline via the contacts at the top of this page.