DOCUMENT PURPOSE

At Adaptalift, we are guided by our company values. These values are the foundation of how we conduct ourselves and interact with each other, our customers, our members, our suppliers and our shareholders and other stakeholders.

Adaptalift is committed to ensuring corporate compliance and promoting ethical corporate culture by observing the highest standards of fair dealing, honesty and integrity in our business activities.

Adaptalift encourages all employees to speak up if they see behaviour that does not adhere to or align with Adaptalift’s corporate values or to report any instances of suspected unethical, illegal, corrupt, fraudulent or undesirable conduct involving Adaptalift’s business. To this end, it is committed to a thorough Whistleblower Program that provides an environment allowing all personnel to safely report conduct contrary to Adaptalift’s policies and values and allows for such reporting without fear of victimisation or reprisal.

This Whistleblower Policy is an important tool for helping Adaptalift to identify wrongdoing or activity that is illegal and that may not be uncovered unless there is a safe and secure means for disclosing wrongdoing.

INTENDED AUDIENCESCOPE

This policy applies to the activities of all lines of business and operation at Adaptalift (and all its associated and/or related entities). This includes, without limitation, Speedshield Technologies Pty Ltd and all entities that form part of the Adaptalift Group of Companies.

DOCUMENT CONTROL

This document is regularly updated to reflect current work practices (and will be reviewed at least once every two years). Please refer to the online copy of this document on the respective Adaptalift Group company’s intranet site to ensure you are reviewing the current procedures. Any offline or printed copies are considered as uncontrolled and potentially out of date.

OVERVIEW

Further to the Purpose above, this Policy is implemented to provide an important tool for helping Adaptalift to identify wrongdoing that may not be uncovered unless there is a safe and secure means for disclosing wrongdoing. It is provided to ensure that we are complying with our legal and regulatory requirements.

It is also implemented to ensure that those persons to whom this policy relates are free to report any unethical, illegal or improper conduct without fear of victimisation or reprisal (whether physical, financial or otherwise).

COMMUNICATION OF THIS POLICY

A copy of this policy will be made available on Adaptalift’s website and in any other way that will ensure it is available and easily accessible by those to whom this policy applies.

It will also be provided:

  • to all directors, officers and area managers within Adaptalift;
  • to all employees and contractors as part of their commencement and safety induction; and
  • to all employees and contractors who request a copy of it.

POLICY

1. DEFINITIONS

In this Policy:

Adaptalift means Adaptalift Corporation Pty Ltd (ACN 633 940 931) and includes any Associated Entities and/or Related Bodies Corporate of Adaptalift, including any entities that are part of the Adaptalift Group

Adaptalift Group means all entities that are part of the Adaptalift Group of Companies, including (without limitation) Moduware Pty Ltd (ACN 616 363 565), Speedshield Technologies Pty Ltd (ACN 111 968 275) and Peter Charles Investments Pty Ltd (ACN 006 628 815) and the Associated Entities and/or Related Bodies Corporate of these entities

Associated Entity has the meaning given to that term by section 50AAA of the Corporations Act 2001

Board means the board of directors and company secretary of Adaptalift (and any of Adaptalift’s Associates or related-body corporates)

Detrimental Conduct includes actual or threatened conduct including the following (without limitation):

  1. being terminated or having their employment come to an end because of the making of the Whistleblower Report or disclosure;
  2. injury of any employee in their employment or alteration of their duties to their disadvantage (including demotion);
  3. discrimination;
  4. harassment, bullying or intimidation;
  5. victimisation;
  6. harm or injury (including physical and psychological harm);
  7. damage to a person’s property, reputation and/or business or financial position; and/or
  8. any other action that is or can be perceived as being retaliation for making a Whistleblower Report

Disclosable Matter means any matter that is a disclosable matter as set out in clause 4 of this Policy

Eligible Recipient means the person set out in clause 6 of this Policy, being the person(s) to whom a Whistleblower Report is to be made

Eligible Whistleblower means any of the persons listed at clause 3 of this Policy

Non-Disclosable Matter means any matter that is not a disclosable matter and therefore is not a matter to be the subject of a Whistleblower Report, being the matters set out in clause 5 of this Policy

Personal Work-Related Grievance means a grievance about any matter that relates to the current or former employment or engagement of an individual at Adaptalift that has personal implications for you solely but no other significant implications for Adaptalift (or is otherwise not conduct that is a Disclosable Matter). Examples of a personal work-related grievance would include (without limitation):

  1. an interpersonal conflict between you and another employee;
  2. a decision relating to the engagement, transfer or promotion of a person (including you) that has or may have implications on you personally or affect you personally;
  3. a decision relating to the terms and conditions of engagement of either yourself or another staff member; or
  4. a decision to suspend or terminate the engagement of either you or another staff member or otherwise to discipline you or that other staff member.

Related Body Corporate has the meaning given to that term by section 50 of the Corporations Act 2001

Whistleblower Investigation Officer means Adaptalift’s internal Legal and General Counsel or, if none exist, Adaptalift’s external lawyers

Whistleblower Protection Officer means the person appointed by Adaptalift to be the Whistleblower Protection Officer, being the Company Secretary of Adaptalift as at the date that the Whistleblower Report is made

Whistleblower Report means a report or disclosure made by an Eligible Whistleblower to an Eligible Recipient in respect of a Disclosable Matter and otherwise made in accordance with this policy

2. DISCLOSURES THAT QUALIFY FOR PROTECTION

If you make a Whistleblower Report, you will qualify for protection if you are an Eligible Whistleblower and your report is a Disclosable Matter that is made directly to an Eligible Recipient.

3. ELIGIBLE WHISTLEBLOWER

You are an Eligible Whistleblower if you are, or have been, any of the following with respect to Adaptalift:

  • an employee;
  • an officer or director;
  • a contractor (including sub-contractors and employees of contractors/sub-contractors);
  • a supplier (including employees of suppliers);
  • a consultant
  • an auditor;
  • an associate (as that term is defined in the Corporations Act 2001); and
  • a relative, dependant, spouse, or dependant of a spouse of any the above.

4. DISCLOSABLE MATTERS

If in good faith you have reasonable grounds to suspect that any person has engaged in any of the following behaviour or conduct (including whether it is illegal or not), you should make a Whistleblower Report in accordance with this Policy:

  1. dishonest, fraudulent and/or corrupt conduct;
  2. illegal conduct (such as theft, dealing in or use of illicit drugs, violence or threatened violence and criminal damage to property);
  3. unethical conduct, including any breach of Adaptalift’s policies or any oppressive or grossly negligent conduct;
  4. discriminatory conduct;
  5. any conduct that creates an unsafe toxic working environment;
  6. any conduct that is causing, or may potentially cause, damage to Adaptalift, its employees or a third party (whether causing financial or non-financial loss);
  7. misconduct or an improper state of affairs;
  8. bribery;
  9. conduct that is a danger, or represents a danger to, the public or financial system (including harm to any consumers);
  10. conduct that is or would be seen as harassment, discrimination, victimisation and bullying;
  11. conduct that is a breach of the Corporations Act 2001 or other Commonwealth law that is punishable by imprisonment of 12 months or more

A Disclosable Matter does not encompass any matter that is a Non-Disclosable Matter.

5. NON-DISCLOSABLE MATTERS

Not all matters will qualify for protection under this Policy, although they may still be protected under other legislation (for example, under the Fair Work Act 2009). If you are unsure whether the disclosure falls within this Policy or some other legislation, you should get your own legal advice prior to making the disclosure.

Generally speaking, a disclosure that is a Personal Work-Related Grievance is not covered by this Policy and would therefore not qualify for protection under this Policy. However, there may be instances where it will still apply, such as where the concern:

  1. also includes information about misconduct (a mixed report);
  2. relates to detriment caused to you as a result of you raising a concern under this Policy regarding a Disclosable Matter; or
  3. relates to breach of a law of the Commonwealth, including that punishable by 12 months imprisonment or more, or which represents a danger to the public or the financial system.

You can still qualify for protection under this Policy even if your disclosure turns out to be incorrect. We encourage you to make a Whistleblower Report where in good faith you have reasonable grounds to believe that a Disclosable Matter exists. We also strongly encourage you to seek your own legal advice if you are unsure whether a matter is a Disclosable Matter or a Non-Disclosable Matter.

6. ELIGIBLE RECIPIENT(S)

You may make a Whistleblower Report that qualifies for protection directly to an Eligible Recipient.

An Eligible Recipient is any of the following persons, which can be reported to by the following channels:

  1. speaking to or emailing the Whistleblower Protection Officer at whistleblower@adaptalift.com.au ; or
  2. making a report to an officer of Adaptalift (i.e. a director or the CEO) or any leadership team member or other senior manager; or
  3. speaking to an auditor or any member of an audit team conducting an audit on behalf of Adaptalift; or
  4. making a report to Adaptalift’s external legal referrer, being the person listed below: or
    Mr John Voyage
    (P): 0438 074 109
    (E): JohnVoyageConsulting@gmail.com
  5. making a report to the Australian Securities and Investments Commission (ASIC) or the Australian Prudential Regulation Authority (APRA); or
  6. a local parliamentarian or public body where the disclosure is in the public interest or there is urgency in making the disclosure (see below).

An Eligible Recipient will safeguard your interests and will ensure the integrity of the reporting mechanism and Adaptalift’s compliance with this Policy.

Public Interest and Urgent Disclosures

You may make a disclosure to your local parliamentarian or public body (including a journalist who is working in a professional capacity as a journalist for a newspaper, magazine, radio or televisions broadcasting service that is doing it in the public interest) if there is a public interest or urgency to make the disclosure due to the conduct or wrongdoing being of such gravity and urgency that such action is necessitated. A public interest and emergency disclosure can only be made if:

  1. you have previously made disclosure to (at least) ASIC and/or APRA;
  2. at least 90 days has passed since this disclosure has been made;
  3. you have reasonable grounds to believe that making a further disclosure to the persons set out above is required;
  4. you have given written notification, including sufficient information to identify the previous disclosure to the person or entity to whom the previous disclosure was made, that you intend to make a public interest disclosure; and
  5. the extent of the information you disclose is no more than is necessary to inform the recipient of the conduct the subject of the disclosure.

7. LODGING A WHISTLEBLOWER REPORT

When making a Whistleblower Report to an Eligible Recipient or interacting with the Eligible Recipient during the investigation of a Whistleblower Report, you may choose to remain anonymous, including after the investigation has closed. At any time you can identify yourself, but this is your choice and at no point do you need to do this or will you be forced to give your identity. You can refuse to answer questions that you feel could reveal your identity at any time, including during follow-up conversations. If you wish to remain anonymous, you should nevertheless maintain an open two-way communication channel so that follow-up questions can be made and feedback can be provided (including as to the status of any investigation).

If you make a Whistleblower Report and you decide to disclose your identity, Adaptalift will nevertheless protect your identity to ensure (as far as reasonably possible) that you do not suffer any detriment. Adaptalift will only disclose your identity in the circumstances described under ‘Anonymity’ below. Further, your details and the fact of your disclosure will otherwise be subject to Adaptalift’s privacy policies, which will include (without limitation) the following steps being undertaken to protect your identity:

  • referring to you with gender neutral language;
  • redacting any of your personal details in a Whistleblower Report;
  • ensuring that disclosures are handled and investigated by the Eligible Recipient;
  • all paper and electronic documents and other materials relating to the disclosures will be stored securely;
  • access to all information relating to a disclosure will be limited to those directly involved in managing and investigating the disclosure;
  • only a restricted number of people who are directly involved in handling and investigating a disclosure will be made aware of your identity (if you agree with that) or information that is likely to lead to the identification of you as a discloser; and
  • each person who is involved in handling and investigating a disclosure will be reminded about the confidentiality arrangements, including that an unauthorised disclosure of a discloser’s identity may be a criminal offence.

If you do not feel comfortable making an internal report to the Whistleblower Protection Officer, or if you have made an internal report to the Whistleblower Protection Officer but no action has been taken within a reasonable time, the external reporting lines set out in © – (e) above may be used by you.

8. THE INVESTIGATION PROCESS

The following process sets out what will happen if the Whistleblower Report is reported to a Whistleblower Protection Officer.

Once a Whistleblower Report has been received, the Whistleblower Report will be assessed by the Whistleblower Protection Officer who will then determine next steps that need to be taken (for example, to determine whether the Whistleblower Report relates to a Disclosable Matter and what the scope of the investigation may be).

For the purposes of this Policy, the Whistleblower Protection Officer reports directly to the Board.

Where the Whistleblower Report requires investigation, it will be referred to the Whistleblower Investigation Officer for investigation. If the Whistleblower Report is a report that involves or is made in respect of either the Whistleblower Protection Officer or the Whistleblower Investigation Officer, then the Eligible Recipient and/or the Board will appoint an appropriate other person or external person to conduct the investigation.

All investigations will be conducted in a fair, independent and timely manner and all reasonable efforts will be made to preserve confidentiality during the investigation. The flowchart below sets out the steps taken once a Whistleblower Report is received.

If the Whistleblower Report is given by you without anonymity, you will be contacted by the Whistleblower Protection Officer and/or the Whistleblower Investigation Officer to discuss the investigation process, the fact that it has been received, and provide you with an update on its status and progression. To the extent permitted by law, the Whistleblower Protection Officer may inform you and/or a person against whom allegations have been made of the findings of the investigation.

  1. Whistleblower Report (anonymous or otherwise) is received by the WPO
  2. WPO confirms receipt of the Whistleblowing Report
  3. WPO conducts an initial investigation to confirm whether the Whistleblower Report should be investigated
  4. The Whistleblower Report is referred to the WIO where the WPO determines that the Report has been properly made and an investigation is appropriate. Investigation commences.
  5. The Whistleblower is updated as per policy guidelines (and if not anonymous)
  6. Once the investigation is finalised, a report is prepared and the Whistleblower will be informed of the findings of the investigation (where appropriate and in the sole discretion of Adaptalift).
  7. Action taken (as appropriate)

Any Whistleblower Report and any investigation conducted in respect of the Whistleblower Report remains the property of Adaptalift at all times, including after the investigation has been completed.

Using Third Parties

Adaptalift, the Whistleblower Protection Officer and/or the Whistleblower Investigation Officer may utilise third parties to assist it in carrying out certain activities under this Policy. These third parties include:

  • a third party whistleblowing platform to leverage technologies supporting Adaptalift to keep the identity of the Eligible Whistleblower anonymous (if required). This platform may allow for two-way, anonymous communication as well as case management and data protection features;
  • accounting firms who may be able to undertake a forensic investigation of certain Reports; and/or
  • investigative firms to investigate specific cases where Adaptalift does not have the required skills in-house.

Any third parties utilised this way will be given a copy of this Policy and required to comply with this Policy as though it applied to them. The use of any third parties (where required) does not constitute a breach by Adaptalift of this Policy.

9. ESCALATION / DISPUTE RESOLUTION

If the Eligible Whistleblower is not satisfied with a decision of Adaptalift or the Whistleblower Protection Officer or the Whistleblower Investigation Officer (including a decision not to conduct an investigation into the Whistleblower Report), the Eligible Whistleblower may escalate this to Mr John Voyage, Adaptalift’s external legal referral office under this Policy. The Eligible Whistleblower should provide this escalation in writing so that a formal review can take place.

Mr Voyage is entirely independent to the business and operations of Adaptalift. His only involvement with Adaptalift is as external legal referral under this Policy. His contact details can be found at section 6 above.

Whilst Mr Voyage will review any request, he is under no obligation to commence or reopen an investigation. If Mr Voyage concludes that an investigation was not appropriate or that the findings of any investigation were reasonable and appropriate, this decision is final and binding and the matter will be considered to be concluded.

PROTECTION OF WHISTLEBLOWERS

Where this Policy applies, the Eligible Whistleblower is and will be protected in accordance with the below.

Adaptalift is committed to ensuring that any person who makes a valid disclosure under this Policy is treated fairly and does not suffer detriment (whether financial or non-financial) and that confidentiality is preserved in respect of all matters arising under this Policy.

1. ANONYMITY

After submitting a Whistleblower Report, Adaptalift will ensure that the following is in place to protect an Eligible Whistleblower’s identity:

  1. the Eligible Whistleblower has the right to remain anonymous and does not need to identify themselves – and will not be asked or forced to identify themselves – at any time during the investigation process;
  2. strict adherence to Adaptalift’s privacy policy will be maintained;
  3. the Whistleblower Report and any investigation conducted in respect of such Report will be kept in a safe and secure location by the Whistleblower Protection Officer or the Whistleblower Investigation Officer and will not be made available for review other than to officers of Adaptalift on a strict needs-to-know basis;
  4. the Eligible Whistleblower can refuse to answer questions they feel could identify themselves.

Further, Adaptalift is committed and will ensure that it will only disclose the identity of an Eligible Whistleblower (where known):

  1. to ASIC, APRA or a member of the Australian Federal Police;
  2. to a legal practitioner (for the purposes of obtaining legal advice in relation to the (i) whistleblower provisions in the Corporations Act 2001 or (ii) the suitability or otherwise of conducting an investigation; and/or (iii) the application of this Policy to a Whistleblower Report; or
  3. with the consent of the Eligible Whistleblower.

2. PROTECTION FROM DETRIMENT

Adaptalift will not tolerate any retaliation or attempt to retaliate against an Eligible Whistleblower who has made, proposes to make or could make a Whistleblower Report. Any director, officer, employee, agent, contractor or any associated person of the above that is found to have engaged in any Detrimental Conduct to an Eligible Whistleblower will face disciplinary action, including the potential to be dismissed or disengaged. They may also face consequences under the Corporations Act 2001 that makes it illegal (through criminal or civil sanctions) for someone to cause or threaten detriment to a person because they believe or suspect that person made, may have made, or could make, a Whistleblower Report.

If you are subjected to any Detrimental Conduct as a result of making a disclosure under this Policy or participating in an investigation, you should immediately inform the Whistleblower Protection Officer or the Whistleblower Investigation Officer or other Eligible Participant.

The Whistleblower Protection Officer or the Whistleblower Investigation Officer will take any action they feel appropriate to resolve the situation. Potential steps to protect an Eligible Whistleblower may include:

  1. asking the Eligible Whistleblower to take leave (whether paid or unpaid);
  2. have the Eligible Whistleblower reassigned to other duties (provided it is not to their disadvantage); and/or
  3. asking the Eligible Whistleblower to undertake alternative work practices, including (for example), working from home.

If the Eligible Whistleblower is not satisfied with the response of the Whistleblower Protection Officer or the Whistleblower Investigation Officer and feels their report of retaliation was not adequately dealt with, the Eligible Whistleblower can escalate the case in writing to Mr Voyage (see contact details at section 6 above).

3. COMPENSATION AND OTHER REMEDIES

Eligible Whistleblowers (or any other employee or person) can seek compensation and other remedies through the Court if they suffer loss, damage or injury because of a disclosure properly made under this Policy and where it can be shown that Adaptalift has failed to take reasonable precautions and exercise due diligence to prevent the Detrimental Conduct.

If you believe that Adaptalift has breached its obligations under this policy, we encourage you to report this to the Whistleblower Protection Officer or the Whistleblower Investigation Officer and/or seek your own independent legal advice.

4. PROTECTION FROM CIVIL, CRIMINAL AND ADMINISTRATIVE LIABILITY

Eligible Whistleblowers are protected from any civil, criminal and administrative liability in relation to their disclosure and/or the submission of a Whistleblower Report.

This protection does not, however, extend grant immunity for any misconduct on the part of the Eligible Whistleblower themselves and which is revealed either by the disclosure or by any investigation undertaken further to the disclosure.

5. PROTECTION AND IMMUNITY FOR OTHERS

If other persons (e.g. witnesses) are involved in any subsequent investigation, they also will be protected from retaliation as though that other person was an Eligible Whistleblower under this Policy.

If, as a result of a Whistleblower Report or any subsequent investigation, any party is alleged to have engaged or been involved in contravening conduct, that person will be afforded due process to respond to the allegations.

6. REPORTING TO THE BOARD

The Board of Adaptalift is regularly updated on Adaptalift’s Whistleblowing Program, including summary information relating to reports, investigations, results (including where such are de-identified as required). Reports or investigations carrying an undue amount of risk may be reported to the Board outside of the usual updates. The Board at any time can ask about the state of Adaptalift’s Whistleblowing Program.

7. NO IMMUNITY FOR OTHER EMPLOYMENT BREACHES

Nothing in this Policy or the matters set out above are intended or have the effect of preventing Adaptalift from raising any issues related to work or performance that arise in the ordinary course of a person’s employment or contractual relationship with Adaptalift. This process will be governed by the person’s employment or other contract.

Any disciplinary or other steps taken by Adaptalift in accordance with those contracts as a result of any work or performance issue will be considered properly taken and not taken as a result of the making of the Whistleblower Report (unless proven otherwise).

OTHER MATTERS

1. SUPPORT AVAILABLE

Any person who makes a disclosure under this Policy or is implicated as a result of a disclosure that is made may access the Adaptalift’s Employee Assistance Program (EAP), which is a free and confidential counselling service.

Where appropriate, Adaptalift may also appoint an independent support person from the Human Resources team to deal with any existing or ongoing concerns you may have.

You may also access third party support service providers such as Lifeline (13 11 14) and Beyond Blue (1300 22 4636) for support.

2. NATURE OF OBLIGATIONS

Insofar as this Policy imposes any obligations on Adaptalift, those obligations are not contractual and do not give rise to any contractual rights. To the extent that this policy describes benefits and entitlements for employees, they are discretionary in nature and are also not intended to be contractual. The terms and conditions of employment that are intended to be contractual are set out in an employee’s written employment contract.

3. VARIATION

Adaptalift may vary, remove or replace this policy at any time. Any variation, removal or replacement will be at Adaptalift’s sole discretion and will be notified to all Eligible Participants as and when it occurs.