Definitions

Employee
Casual, Part-Time, Full-Time and Contracted persons engaged by IXL Group
Senior Manager
Chief Executive Officer, General Manager, Chief Financial Officer
Director
A member of the board of people that manages or oversees the affairs of a business.
Company Secretary
As registered with ASIC, has legal responsibilities in addition to their work in support of the board, which will vary according to the specific needs of the organisation.

1. Purpose

IXL Group is committed to fostering a culture of good corporate governance and ethical behaviour for its senior management, employees and contractors (employees).

IXL Group has implemented this Whistleblower Policy (Whistleblower Policy) to provide employees with a mechanism for addressing any concerns about the Company's operations and activities in order to provide transparency around the Company's framework for receiving, handling and investigating reports of undesirable and unlawful conduct to prevent the conduct from occurring in the future.

IXL Group believes the best way to maintain this culture is through a secure and safe working environment in which Eligible Whistleblowers are able to report instances of undesirable and unlawful conduct without fear of victimisation, retaliation or reprisal from the Company or its Employees.

In this Whistleblower Policy it is important to understand:

  • who is an Eligible Whistleblower;
  • what matters are disclosable;
  • to whom an Eligible Whistleblower should make disclosures; and
  • the legal protections for Whistleblowers.

    In addition, this Whistleblower Policy outlines who is considered to be an Eligible Whistleblower, what is considered to be a Disclosable Matter, how and to whom an Eligible Whistleblower may report or make a disclosure and the legal protections available where such disclosures are made

2.Application

This Whistleblower Policy applies to the Company and reflects the requirements under the Treasury Laws Amendment (Enhancing Whistleblower Protections) Act 2019 (Cth), the Corporations Act 2001 (Cth) (Corporations Act), the Taxation Administration Act 1953 (Cth), the ASX Corporate Governance Principles and Recommendations (the Fourth Edition) and the Australian Securities and Investments Commission (ASIC)'s Regulatory Guide 270: Whistleblower Policies.

An Eligible Whistleblower means any person who is currently, or has ever been:

  • an officer or employee (whether permanent, full time, part time, fixed term or temporary) of the Company including interns, secondees, managers or directors;
  • a contractor or supplier of services or goods to the Company, including their employees (whether paid or unpaid);
  • an associate of the Company, including its related bodies corporate; and
  • a relative, dependant, child or spouse of an individual named in paragraphs (a) to (c) above.

This Whistleblower Policy applies to and protects all Eligible Whistleblowers who have made:

  • a report of Disclosable Matters (as defined in section 7.3 of this Whistleblower Policy) to their supervisors or senior managers, the directors or secretary of the Company, the Whistleblower Protection Officer as defined in this Whistleblower Policy, ASIC, the Commissioner of Taxation or any other Commonwealth regulatory body (together, Eligible Recipients);
  • a report of Disclosable Matters to a registered tax agent or BAS agent who provides tax agent or BAS services to the Company, or any other officer of the Company who has duties that relate to tax affairs;
  • a report of Disclosable Matters to an auditor or member of an audit team conducting an audit of the Company;
  • a report of Disclosable Matters to a legal representative for the purposes of obtaining legal advice; and
  • a Public Interest Disclosure or Emergency Disclosure (as defined in section 7.4 of this Whistleblower Policy) to a journalist or parliamentarian.

3. What matters are disclosable

3.1 Disclosable Matters

Disclosable Matters means any conduct by a person who is connected with the Company (including an employee or officer of the Company) or related bodies corporate and the Eligible Whistleblower has reasonable grounds to suspect that such conduct:1

  • constitutes misconduct including unethical, illegal, dishonest, fraudulent or corrupt conduct or constitutes improper state of affairs or circumstances;
  • constitutes an offence against, or a contravention of a provision in any of the following:
    • Corporations Act 2001 (Cth);
    • Australian Securities and Investments Commission Act 2001 (Cth);
    • Banking Act 1959 (Cth);
    • Financial Sector (Collection of Data) Act 2001 (Cth);
    • Insurance Act 1973 (Cth);
    • Life Insurance Act 1995 (Cth);
    • National Consumer Credit Protection Act 2009 (Cth); [and]
    • Superannuation Industry (Supervision) Act 1993 (Cth); [and]
    • Criminal Code Act 1995.
  • constitutes an offence against any other law of the Commonwealth that is punishable by imprisonment for a period of 12 months or more;
  • represents a danger to the public or the financial system;
  • constitutes fraud, money laundering or misappropriation of funds; or
  • constitutes engaging in or threatening to engage in detrimental conduct against an Eligible Whistleblower who has made a report of Disclosable Matters or is believed or suspected to have made, or be planning to make, a report of Disclosable Matters.2
  • Illegal conduct, such as theft, dealing in, or use of illicit drugs, violence or threatened violence, and criminal damage against property.
  • Constitutes offering or accepting a Bribe.
  • Financial irregularities.
  • Failure to comply with, or breach of, legal or regulatory requirements.
  • Breaches any applicable industry practices or constitutes gross mismanagement.
  • Is a serious waste of resources or a breach of environmental practice.
  • Is unsafe work practice or contributes to an unsafe workplace.
  • May cause financial or non-financial loss to the IXL Group or be otherwise detrimental to the interests of IXL Group.
3.2 Non-Disclosable Matters

This Whistleblower Policy is not intended to replace any other reporting processes relating to complaints about an employee’s employment which may have implications for employees personally but do not have significant implications for the Company or any other entity with which the Company has dealings with (Personal Work-Related Grievances).

Personal Work-Related Grievances include:

  • inter-personal conflicts, such as reports of bullying, harassment and discrimination not related to a report of Disclosable Matters;
  • any other decisions that do not breach workplace laws including decisions about the terms and conditions of an employee’s employment;
  • a decision about the engagement, transfer or promotion of employees; or
  • decisions to discipline or to suspend or terminate the employment of employees.

Generally, any reports made in relation to Personal Work-Related Grievances, do not constitute Disclosable Matters and do not qualify for whistleblower protection under this Whistleblower Policy or the Corporations Act

Personal Work-Related Grievances may be protected under this Whistleblower Policy if the grievance includes any information as specified in Section 7 of this Whistleblower Policy or where Personnel suffer from or are threatened with retaliation or harassment for making a report of Disclosable Matters.

4. To whom can you make a report of a "Disclosable Matter"

4.1 Eligible Recipient

An Eligible Whistleblower may make a report concerning a Disclosable Matter to an Eligible Recipient who includes:

  • a, senior manager, director or company secretary of the Company or any of its related bodies corporate;3
  • the internal or external auditor or actuary of the Company or any of its related bodies corporate;
  • a person authorised by the Company to receive reports of Disclosable Matters that qualify for protection under this Whistleblower Policy, such as the Whistleblower Protection Officer (as defined in section 4.2 of this Whistleblower Policy); or
  • any other person or body outlined in this section 4.
4.2 Whistleblower Protection Officer

The Company has appointed a Whistleblower Protection Officer who is appropriately trained and qualified to receive and handle reports of Disclosable Matters and to safeguard the interests of Eligible Whistleblowers.

The Whistleblower Protection Officer is the IXL Group Human Resources Manager.

The Whistleblower Protection Officer will be responsible for appointing the Whistleblower Investigation Officer who will investigate the report of Disclosable Matters. The Whistleblower Investigation Officer must not have a personal interest in the Disclosable Matter.

The Whistleblower Protection Officer is also responsible for protecting an Eligible Whistleblower's rights under this Whistleblower Policy and ensuring that each report of Disclosable Matters complies with the relevant legislation.

 

Personnel may contact the Whistleblower Protection Officer to seek accurate and confidential information and advice in relation to this Whistleblower Policy including information about how to make a report of Disclosable Matters.

4.3 Legal Practitioners4

An Eligible Whistleblower may make a report concerning a Disclosable Matter to a legal practitioner for the purposes of obtaining legal advice or legal representation in relation to the operation of the whistleblower protection regime.

4.4 Tax agent or BAS agent5

An Eligible Whistleblower may make a report concerning a Disclosable Matter to a registered tax agent or BAS agent who provides tax agent or BAS services to the Company, or any other officer of the Company who has duties that relate to tax affairs.

4.5 Regulatory bodies and other external parties6

An Eligible Whistleblower may also report Disclosable Matters directly to an external regulator such as ASIC, APRA, the Australian Taxation Office (ATO) or any other Commonwealth regulatory body and qualify for protection under the Corporations Act.

4.6 Journalist or Parliamentarian

Eligible Whistleblowers may make a Public Interest Disclosure or an Emergency Disclosure to a journalist or parliamentarian.

a. Public Interest Disclosures7

A Public Interest Disclosure is a report of Disclosable Matters made to a journalist or parliamentarian. In making a Public Interest Disclosure, Eligible Whistleblowers will qualify for protection under the whistleblower protection regime where the following applies:

  • at least 90 days have passed since the Eligible Whistleblower reported the Disclosable Matters to ASIC or APRA or any other Commonwealth regulatory body; and
  • the Eligible Whistleblower does not have reasonable grounds to believe that action is being taken, or has been actioned, on their behalf in relation to the report; and
  • the Eligible Whistleblower reasonably believes that reporting the Disclosable Matters is in the public interest; and
  • the Eligible Whistleblower has given written notice to ASIC or APRA or any other Commonwealth regulatory body prior to making a Public Interest Disclosure, which clearly identifies their previous report (i.e. including the application number, or any other identifying feature) and states that they intend to make a Public Interest Disclosure.

If an Eligible Whistleblower is unsure whether the Public Interest Disclosure provisions described in this section 4.6(a) apply to their report of Disclosable Matters, they are encouraged to contact the Whistleblower Protection Officer or seek external legal advice.

b. Emergency Disclosure8

An Emergency Disclosure is a report of Disclosable Matters made to a journalist or parliamentarian that is necessary to inform the journalist or parliamentarian of substantial and imminent danger. In making an Emergency Disclosure, Eligible Whistleblowers will qualify for protection under the whistleblower protection regime where the following applies:

  • the Eligible Whistleblower has previously reported the Disclosable Matters to ASIC or APRA or any other Commonwealth regulatory body; and
  • the Eligible Whistleblower reasonably believes that the Disclosable Matters relates to a substantial and imminent danger to the health or safety or persons or to the environment; and
  • the Eligible Whistleblower has given written notice to ASIC or APRA or any other Commonwealth regulatory body prior to making an Emergency Disclosure, which clearly identifies their previous disclosure (i.e. including the application number, or any other identifying feature) and states that they intend to make an Emergency Disclosure; and
  • the information reported in the Emergency Disclosure is only provided to the extent that is necessary to inform the journalist or parliamentarian of the substantial and imminent danger.

If an Eligible Whistleblower is unsure whether the Emergency Disclosure provisions described in this section (b) apply to their report of Disclosable Matters, they are encouraged to contact the Whistleblower Protection Officer, or seek external legal advice.

5.How to report a Disclosable Matter

All disclosures will be taken seriously and will be thoroughly investigated by the Company.

In order to be protected by this Whistleblower Policy, Eligible Whistleblowers must make a report of Disclosable Matters directly to an Eligible Recipient, as defined above in section 4 of this Whistleblower Policy.

Any report of Disclosable Matters which is not made directly to the Whistleblower Protection Officer will be referred to the Whistleblower Protection Officer, subject to the consent of the Eligible Whistleblower

The report should include a full disclosure of the relevant details of the conduct and, wherever possible, provide the reasons for their concerns and all supporting documentation, if available.

Eligible Whistleblowers who wish to report Disclosable Matters internally may raise their concerns with their supervisors, directors or senior managers in the first instance. However, if Eligible Whistleblowers are not comfortable reporting, or feel it is inappropriate to report, the Disclosable Matters through standard internal communication channels, they may contact the Whistleblower Protection Officer on:

Telephone: +61 3 5225 2247
Email: whistleblower@ixl.com.au
Post: Marked – Strictly Private and Confidential
Whistleblower Protection Officer
1-15 Wood Street, Geelong, VIC 3220

Eligible Whistleblowers may elect to remain anonymous by employing any of the options listed below or by creating an anonymous email address from which to send their report of the Disclosable Matters. In making an anonymous report of Disclosable Matters, the Eligible Whistleblower will still be protected under the whistleblower protection regime.

All information provided to the Whistleblower Protection Officer will be kept confidential and will only be disclosed in accordance with this Whistleblower Policy or as required by law.

The Whistleblower Protection Officer will ensure that all telephone calls are conducted in private and that all emails are kept confidential. Personnel wishing to meet with the Whistleblower Protection Officer away from the workplace should contact the Whistleblower Protection Officer directly to arrange a meeting.

If Eligible Whistleblowers believe it is necessary to do so, they may also report Disclosable Matters directly to an external regulator and qualify for protection under the Corporations Act. Key contact details are included below;

For the avoidance of doubt, an Eligible Whistleblower can still qualify for protection under the whistleblower regime even if their report of Disclosable Matters turns out to be incorrect.

If an Eligible Whistleblower has made a report of Disclosable Matters which is deliberately false, or is trivial or without substance, the Eligible Whistleblower's conduct will be considered a serious breach of this Whistleblower Policy.

A report will be deliberately false if the Eligible Whistleblower has made the report with the knowledge that the contents of their report is false, or with reckless disregard as to the truth or falsity of the contents of their report.

To ensure the Company adheres to the principles of good corporate governance, all reports of Disclosable Matters received by the Whistleblower Protection Officer will also be delivered to the Board for review.

The Board is required to comply with all sections of this Whistleblower Policy and the whistleblower protection regime. In the event that a report of disclosable matters is related to a member or members of the board, then the report will need to be reviewed by those members of the Board (if any) who are not the subject of a report of Disclosable Matters or, if this option is not available, by the Group’s external lawyer or auditor.

In order to ensure fairness and to avoid possible risk to the objectivity of the investigation, Eligible Whistleblowers should not discuss their report and should keep confidential the fact that they have made a report of Disclosable Matters against the Company.

An overview of how to report a Disclosable Matter and the investigation process is contained in Schedule 1

6. Legal protections for Eligible Whistleblowers

If an Eligible Whistleblower does not wish to be identified, they may adopt a pseudonym, communicate anonymously via telephone or through email, or refuse to answer any question that the Eligible Whistleblower believes could reveal their identity. However, the Company may not be able to undertake an investigation if it is not able to contact the Eligible Whistleblower.

The Whistleblower Protection Officer, Whistleblower Investigation Officer and any other person connected with the investigation must ensure that all disclosure materials, along with the identity of, and any information relating to the Eligible Whistleblower remains confidential including any information or an opinion about a person, a person's race or ethnicity, political opinion, religious beliefs, sexual orientation, health information, employee record information, or any other information that may lead to the identification of a person (Personal Information).

Employees must protect and maintain the confidentiality of Eligible Whistleblowers they know or suspect to have made a disclosure and any unauthorised identification or disclosure of an Eligible Whistleblower's identity may constitute a criminal offence under law.

The Company will endeavour to protect the anonymity of Eligible Whistleblowers by ensuring that all information and Personal Information concerning a report of Disclosable Matters is held in the strictest confidence and stored securely and is not disclosed to a person who is not directly connected with the investigation.

The Company may disclose the identity of the Eligible Whistleblower where:

  • the Eligible Whistleblower consents in writing;
  • the disclosure is required by law;
  • the disclosure is reported to a professional legal advisor on a confidential basis or is reported to auditors or other authorised regulatory bodies
  • the disclosure of the identity of the Eligible Whistleblower is necessary for the purposes of obtaining appropriate legal advice in relation to the Disclosable Matters.9

7. Support and practical protection for Eligible Whistleblowers

It is an offence for the Company or its employees to cause, or threaten to cause, any action or behaviour that is, or could be perceived to be, victimisation, retaliation or harassment of an Eligible Whistleblower (Detriment).10

The Company and its employees will ensure that, as a result of making a report of Disclosable Matters, Eligible Whistleblowers are not subject to or threatened with:

  • dismissal from their employment;
  • alteration of their position or duties to their disadvantage, such as transfer to another office or state;
  • discrimination between an Eligible Whistleblower and other Personnel of the same employer;
  • bullying, harassment or intimidation;
  • harm or injury in their employment including psychological harm;
  • loss or damage to their property, or business or financial position; or
  • any other damage or harm.11

In addition, the Company or its employees, as a result of an Eligible Whistleblower making a report of Disclosable Matters must not:

  • aid, abet, counsel or procure the Detriment;
  • induce the Detriment, whether by threats, promises or otherwise;
  • in any way, by act or omission, directly or indirectly, be knowingly concerned in or party to the Detriment; or
  • conspire with others to effect the Detriment.

If an Eligible Whistleblower suffers Detriment as a result of making a report of Disclosable Matters, they should contact the Whistleblower Protection Officer who will assist and support the Eligible Whistleblower in managing stress, seeking counselling or other professional or legal services.

However, any disciplinary measures relating to an Eligible Whistleblower's individual misconduct, including unsatisfactory work performance, that is unrelated to the report of Disclosable Matters, does not constitute Detriment.

In making a report of Disclosable Matters, Eligible Whistleblowers are protected from civil, criminal and administrative liabilities.12 However, Eligible Whistleblowers may still be personally liable for their involvement in the Disclosable Matters, even if the Eligible Whistleblower reports the conduct.13

In addition, the protections listed above do not grant an Eligible Whistleblower immunity from disciplinary measures for their individual misconduct, including unsatisfactory work performance, which is unrelated to the report of Disclosable Matters.

If an Eligible Whistleblower believes they have suffered Detriment they are encouraged to contact the Whistleblower Protection Officer, seek external legal advice or contact regulatory bodies.

8. Handling and investigating a Disclosable Matter

Investigations into reports of Disclosable Matters will be conducted by the Whistleblower Investigation Officer, who has been appointed by the Company.

It is the responsibility of the Whistleblower Investigation Officer to ensure that all investigations into reports of Disclosable Matters are conducted in accordance with this Whistleblower Policy.

In order to ensure proper process and to prevent actual or perceived unethical conduct, the offices of the Whistleblower Protection Officer and Whistleblower Investigation Officer will not be held by the same person.

All investigations will be undertaken according to the principles of thoroughness, objectivity, fairness, independence and without bias and all parties will be given adequate notice of meetings to discuss the issues raised and have time to prepare.

The Whistleblower Protection Officer will provide details of each report of Disclosable Matters they receive to the Whistleblower Investigation Officer on a confidential basis who will then conduct an investigation into the report to determine whether the report falls within the scope of this Whistleblower Policy and whether a formal investigation is required.

The objective of a formal investigation is to locate evidence that either substantiates or disproves the claims made in a report of Disclosable Matters. In conducting a formal investigation, the Whistleblower Investigation Officer will:

  • document and investigate reports of Disclosable Matters as soon as practicable after the report is lodged;
  • review all supporting documentation and obtain further information as required to appropriately and fully investigate the report;
  • consider any possible remedy or action that may be required; and
  • immediately notify the Legal Contractor/Chief Financial Officer or the Chair of the Board if the report of Disclosable Matters concerns allegations of serious misconduct.

The Whistleblower Investigation Officer will also maintain appropriate records and documentation for each stage of the investigation process. All parties will be given the opportunity to be heard and will have the right to legal representation, if required.

Depending on the nature and scope of the allegations made in the report of Disclosable Matters, the Whistleblower Investigation Officer will advise the Eligible Whistleblower within 20 business days of them making the report whether an investigation into the Disclosable Matters has been undertaken and the start date of the investigation, whether the investigation has been completed and any action that is to be taken to address the Disclosable Matters, subject to any applicable confidentiality or privacy requirements or other relevant considerations.

If the investigation is ongoing, the Whistleblower Investigation Officer will regularly update the Eligible Whistleblower on the progress of the investigation until the investigation is finalised.

Once an investigation is completed, the Whistleblower Investigation Officer will report the findings of the investigation to the Whistleblower Protection Officer (Investigation Report).>

A copy of the Investigation Report will be provided to the IXL Company’s Board in order to assist in updating and amending the risk management and compliance frameworks.

If the IXL Board is satisfied that the Disclosable Matters have occurred, they will make a recommendation to the Whistleblower Protection Officer as to the action that should be taken

If the IXL Board is not satisfied that the Disclosable Matters have occurred, they will provide a report of the findings of the investigation to the Whistleblower Protection Officer including a summary of the reasons why they are not satisfied that the Disclosable Matters have occurred.

Where appropriate, the Whistleblower Protection Officer will communicate a summary of the findings of the investigation to the Eligible Whistleblower and the person named in the report of Disclosable Matters (Disclosee).

If the Eligible Whistleblower is not satisfied with the decision or recommendations made by the IXL Board, they may appeal to the IXL Board of the Company or lodge a complaint with ASIC or APRA or any other Commonwealth regulatory body.

In the case of an unsuccessful appeal to the IXL Board the Eligible Whistleblower may lodge a complaint with ASIC or APRA or any other Commonwealth regulatory body.

It is at the discretion of the IXL Board whether to review the findings of the Whistleblower Protection Officer in respect of whether the investigation was conducted properly, if new information is available and whether the new information would alter the findings of the investigation.

9. Ensuring fair treatment of individuals mentioned in a report of Disclosable Matters

Any employee named in reports of Disclosable Matters (Disclosees) have the right to be informed of, and given the opportunity to respond to, the content of any allegations made against them prior to any final decision being made by the IXL Board.

The Company will protect Disclosees by ensuring that all Personal Information relating to the Disclosee remains confidential unless a formal investigation finds that the Disclosable Matters have occurred.

10. Accessibility

Personnel will be made aware of the existence of this Whistleblower Policy and the mechanisms for reporting Disclosable Matters through staff briefing sessions, the Company's induction packages, annual compliance reviews, and online accessibility through www.ixl.com.au.

The Company will also provide ongoing education and training programs for all Personnel in relation to this Whistleblower Policy and its processes and procedures in order to ensure company-wide knowledge and understanding of all rights and obligations under this Whistleblower Policy.

All Eligible Recipients will be provided with training and resources in order to ensure consistency and company-wide knowledge and understanding of the processes and procedures for responding to reports of Disclosable Matters under this Whistleblower Policy.

11. Review

The Company Secretary is responsible for the oversight and monitoring of this Whistleblower Policy and will review this Whistleblower Policy on a regular basis at least every 2 years.

This Whistleblower Policy may only be amended with approval by the IXL Board.

This Whistleblower Policy was last reviewed on 16 December 2020

12. Key organisational contacts

Name
Role
Name Role Contact details
Chris Dickins
Chief Executive Officer – IXL Home
P: +61 3 8353 3823
E: chris.dickins@ixl.com.au
Claude Dagescy
Chief Executive Officer – IXL Solar
M: +61 419 191 041
E: claude.dagescy@ixl.com.au
Sean Boswell
General Manager – IXL Metal Castings
M: +61 400 496 729
E: sean.boswell@ixl.com.au
Adam Dellar
General Manager – Backwell IXL
M: +61 439 741 268
E: adam.dellar@ixl.com.au
Fleur Batties
CFO and Company Secretary – IXL Group
M: +61 438 536 932
E: fleur.batties@ixl.com.au
Donna King
Whistleblower Protection Officer
P: +61 03 5225 2247
E: donna.king@ixl.com.au
Rob Backwell
Board Chair – IXL Home and IXL Solar
To be provided on appeal
Matt Backwell
Board Chair – IXL Metal Castings and Backwell IXL
To be provided on appeal
Chris Burrell
Fuse Advisory
Whistleblower Investigation Officer
IXL Group Legal Contractor
P: +61 03 5221 8414
E: info@fuseadvisory.com.au
Adele Turner
ShineWing Australia; IXL Group Tax Consultants
P: +61 03 8635 1800
Cassandra Gravenall
Crowe Australasia; IXL Group External Auditors
P: +61 03 5224 7742