The Masterton Group of Companies
The Masterton Group of Companies (hereafter referred to as “Masterton” and incorporating Masterton Homes Pty Ltd, Masterton Development Family Trust, New Living Homes Pty Ltd and New Edge Homes (NSW) Pty Ltd and any other Related Bodies Corporate as defined in the Corporations Act 2001 (Cth) from time to time) is committed to a culture of corporate compliance and high ethical behaviour.
Masterton is committed to detecting and preventing unethical, improper, illegal, corrupt and dishonest behaviour, and any conduct that constitutes an offence under the laws prescribed in the Corporations Act 2001 (Cth) (the “Corporations Act
“) from time to time (“Wrongdoing
“) and treats very seriously all complaints and concerns about Wrongdoing. Masterton encourages open communication so that concerns may be raised without fear of victimisation in any manner.
This policy provides a framework for bringing suspected corrupt, illegal or unethical behaviour to the attention of management in a secure manner, while at the same time protecting the confidentiality of those disclosures and the individuals who, in good faith, report such conduct.
- applies to all of Masterton’s current and former employees, contractors, office holders, associates, a relative or dependent of a current or former employee, contractor, office holder, associate of Masterton, persons who supply services or goods to Masterton (whether paid or unpaid) and the employees, relatives, dependents or spouses of such persons and any other person who may be prescribed as an eligible whistleblower under applicable legislation or regulations (“Eligible Whistleblower“);
- does not apply to general employment or work-related grievances and complaints by a person about their own employment, work arrangement or situation (“Personal Grievances“).
- sets out the procedures for the receipt, retention and treatment of complaints about Wrongdoing. An Eligible Whistleblower will only be entitled to the protections of this policy if they make a Qualifying Disclosure.
An Eligible Whistleblower will only be entitled to the protections of this policy if they make a Qualifying Disclosure.
What is a Qualifying Disclosure?
A Qualifying Disclosure is a disclosure of information made by an Eligible Whistleblower where:
- the information is disclosed to an “Eligible Recipient“;
- the Eligible Whistleblower has reasonable grounds to suspect that the disclosed information concerns misconduct, or an improper state of affairs in relation to Masterton or any related body corporate of Masterton. Without limitation, this includes where the Eligible Whistleblower has reasonable grounds to suspect that disclosed information indicates that: Masterton, any related
2 body corporate of Masterton, or any of their respective employees or officers have engaged in Wrongdoing; or
- the Eligible Whistleblower is making an “Emergency Disclosure” or “Public Interest Disclosure“.
A Personal Grievance is not a Qualifying Disclosure. The appropriate avenue for raising a Personal Grievance is the Masterton Grievance Policy unless that information has significant implications or concerns for Masterton and concerns Wrongdoing; and
Types of matters that should be reported under this policy
An Eligible Whistleblower should make a disclosure under this policy if an Eligible Whistleblower, acting in good faith, has a genuine concern that any Wrongdoing has occurred or may occur (including any perception thereof), including with respect to:
- auditing matters including non-disclosure of internal or external audit process;
- financial malpractice or impropriety by or involving current or former employees, contractors, or office holders (including suspected and actual misuse of an individual’s position for personal gain);
- illegal conduct (including, but not limited to, theft, the use and/or sale of prohibited substances; violence or threatened violence, any other criminal act, or criminal damage against property);
- intentional or negligent disregard for legal/regulatory requirements (whether or not the conduct is unlawful or merely contrary to any state or federal legislation);
- insider trading;
- asset misappropriation;
- workers’ compensation fraud;
- misuse of Masterton’s confidential information;
- bribery, including kick-backs and illegal gratuities;
- intentional or negligent disregard for Masterton policies and procedures;
- unethical conduct;
- serious improper conduct;
- bullying, victimisation and harassment that is not personally experienced by the discloser;
- an unsafe workplace;
- any conduct which may cause financial or non-financial loss or be otherwise detrimental to the interest of Masterton;
- conduct involving substantial risk to public health or safety; or
- the concealment of any of the above.
Conduct that falls into any
of the following categories (or any number of them):
- constitutes an offence or contravention of the following legislation (and any instruments made under them):
- 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);
- Superannuation Industry (Supervision) Act 1993 (Cth); or
- constitutes an offence against any Commonwealth law that is punishable by imprisonment for a period of 12 months or more; or
- represents a danger to the public or financial system.
This policy also applies to disclosures of information which indicates misconduct or an improper state of affairs relating to an entity (for example Masterton), including with respect to the taxation affairs of that entity. For further information about the protections under the tax whistleblower regime, see the Australian Taxation Office’s webpage on tax whistleblowers
An Emergency Disclosure may be made to members of Parliament or journalists in certain circumstances where the discloser:
- has previously made a disclosure of the information to ASIC, APRA or a prescribed Commonwealth authority (the “Recipient Authority“);
- has reasonable grounds to believe that the information concerns a substantial and imminent danger to health or safety of one or more persons or to the natural environment;
- provides written notice to the Recipient Authority stating that they intend to make an Emergency Disclosure, providing sufficient information to identify the previous disclosure; and
- where the extent of the information disclosed in the Emergency Disclosure is no greater than is necessary to inform the journalist or parliamentarian of the substantial and imminent danger.
After all the above are satisfied, further disclosure can be made to a member of Parliament or a journalist. Disclosers may wish (and are encouraged) to obtain independent legal advice to ensure they understand the criteria for making an Emergency Disclosure that qualifies for protection before making such disclosure.
Public Interest Disclosures
A Public Interest Disclosure may be made to members of Parliament or a journalist in certain circumstances where:
- the discloser has previously made a disclosure of the information to a Recipient Authority;
- 90 days have passed since the previous disclosure was made;
- the discloser has reasonable grounds to believe action has not been taken and disclosure of information would be in the public interest; and
- the discloser provides written notice to the Recipient Authority that they intend to make a Public Interest Disclosure, including sufficient information to identify the previous disclosure and stating that they intend to make a Public Interest Disclosure.
After all the above are satisfied, a further disclosure of the information can then be made to a member of Parliament or a journalist, provided that the disclosure is no greater than is necessary to inform the recipient of the misconduct or the improper state of affairs or circumstances referred to in the original disclosure. Disclosers may wish (and are encouraged) to obtain independent legal advice to ensure they understand the criteria for making a Public Interest Disclosure that qualifies for protection before making such disclosure.
Who is an Eligible Recipient?
A Qualifying Disclosure can be made to an Eligible Recipient, who is any
of the following (or any number of them):
- a legal practitioner for the purpose of obtaining legal advice or legal representation about the operation of the whistleblower protections set out in Part 9.4AAA of the Corporations Act;
- any officer or senior manager of Masterton or any related body corporate of Masterton;
- an auditor or member of an audit team conducting an audit of Masterton or any related body corporate of Masterton;
- any actuary of Masterton or any related body corporate of Masterton; and
- ASIC, APRA, or any other Commonwealth authority prescribed from time to time.
How to report a matter
As noted above, to constitute a Qualifying Disclosure, the disclosure must be made to an Eligible Recipient. Masterton has set out a number of recommended avenues for an Eligible Whistleblower to consider in making a disclosure in accordance with this policy.
Where the Eligible Recipient is an external authority (e.g. ASIC), the Eligible Whistleblower should make inquiries with that authority to determine where and how that disclosure should be made. This information is generally available on the authority’s website, or can be obtained by calling them (including anonymously).
Where the Eligible Recipient is an employee, officer or representative of Masterton (or one of its related bodies corporate), an Eligible Whistleblower can make the disclosure in confidential written form which may be sent by post or email.
The contact details for Masterton are email@example.com
. At first instance an Eligible Whistleblower is encouraged to make the disclosure to firstname.lastname@example.org
When making a disclosure it is encouraged to provide as much detail as possible. For example, information such as:
- details of the person/s who are the subject of the disclosure;
- the nature of conduct which is the subject of the disclosure, including the detail of any alleged Wrongdoing;
- details of any other person the Eligible Whistleblower believes can provide information relevant to the disclosure; and
- any evidence the Eligible Whistleblower has to support the disclosure and establish any alleged conduct.
- If the Eligible Whistleblower has have identified themselves in the Disclosure, the Eligible Recipient will contact them as soon as possible after they receive the Qualifying Disclosure and, ideally, within five (5) working days of them making the Qualifying Disclosure.
- If the Eligible Whistleblower does not receive the above contact, they should contact the Group Legal Counsel, whose contact details are email@example.com.
- Whistleblowers must appreciate that it may not be immediately evident in the workplace that action is being taken as a result of any disclosure.
- The Eligible Recipient will consider the most appropriate action. This might include referring the matter to an internal or external investigator to investigate the alleged conduct.
- If the Qualifying Disclosure is submitted on an anonymous basis there will be no follow-up meeting regarding the Qualifying Disclosure and Masterton will be unable to communicate with the Eligible Whistleblower if more information is required, or if the matter is to be referred to an investigator.
- Masterton will endeavour to ensure that, provided the Qualifying Disclosure was not made anonymously, the Eligible Whistleblower is kept informed of the outcomes of any investigation into his or her allegations, subject to the considerations of privacy of those against whom allegations are made.
- The investigator is responsible for conducting the investigation in a prompt and fair manner. The investigator is tasked with assessing, investigating and substantiating or refuting the Qualifying Disclosure. The investigator will also make recommendations to Masterton about what course of action, if any, should be taken as a result of the Qualifying Disclosure.
- During the investigation, the investigator may conduct interviews and collect any necessary information. Depending on the nature and seriousness of the Qualifying Disclosure, Masterton may refer the matter to the Police, a regulator or a law enforcement authority.
- At the conclusion of the investigation, a confidential report will be provided to Masterton.
- Masterton will ultimately decide what action is to be taken.
- Masterton provides support services to its employees who can contact Arrow Human Capital, whose contact details are 1300 667 634. All communications with Arrow Human Capital will remain private and confidential.
Anonymity of Whistleblowers
The identity of an Eligible Whistleblower will be kept confidential to the extent reasonably possible. It is important to understand that if a report is made anonymously:
- it may restrict Masterton’s ability to be able to communicate with the Eligible Whistleblower;
- it may limit the inquiries that Masterton can make;
- it may limit Masterton’s ability to provide support to the Eligible Whistleblower.
Where the Eligible Whistleblower does not disclose their identity to Masterton, the steps available to Masterton to reduce the risk of them being identified by another person will be limited. Where they disclose their identity to Masterton, Masterton will generally speak to them before making a disclosure to assess the risk with them, and to consider what, if any other steps can reasonably be taken.
There may be situations where anonymity cannot be guaranteed, for example, if it is self-evident from the nature of the disclosure.
Confidentiality of the discloser’s identity
Subject to a few exceptions explained below, disclosing the identity and any information that is likely to lead to the identification of an Eligible Whistleblower who makes a Qualifying Disclosure is a criminal offence and can attract hefty penalties.
Masterton may disclose an Eligible Whistleblower’s identity (if it is aware of it), if:
- they have authorised or consented to the disclosure;
- the disclosure is required by law;
- the disclosure is being made to ASIC, APRA, a member of the Australian Federal Police, or any other person or body prescribed by regulations from time to time;
- the disclosure is being made to a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to Part 9.4AAA of the Corporations Act.
As far as is practicable and lawful, Qualifying Disclosures will be treated in a confidential and sensitive manner, and only disclosed to a third party on a “need-to-know” basis, for example:
- reporting to the police and other law enforcement agencies, prosecutorial authorities or regulators where there is a suspected breach of the law;
- for the purpose of court proceedings;
- otherwise as required by law;
- for the purpose of carrying out an Investigation;
- for the purpose of carrying out a recommendation made regarding a Qualifying Disclosure.
When making a Qualifying Disclosure under this policy, employees, consultants and contractors will not be considered to have breached an obligation under an employment contract or company policy which requires him or her to maintain confidentiality which would otherwise restrict the disclosure of information concerned in the Qualifying Disclosure.
Any Eligible Whistleblower, who has made a Qualifying Disclosure or is taking part in the investigatory process, must maintain confidentiality during and after the investigation.
Protection of a Whistleblower
Eligible Whistleblowers who make Qualifying Disclosures in accordance with the Corporations Act are protected by the law in relation to the following matters:
- protection from detrimental acts or omissions;
- identity protection (confidentiality);
- compensation and remedies; and
- civil, criminal or administrative liability.
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.
Protection from detrimental acts or omissions
To the maximum extent practicable, an Eligible Whistleblower who makes a Qualifying Disclosure will be protected from victimisation.
Victimisation includes, but is not limited to, discrimination, harassment, adverse treatment in relation to that person’s employment (including dismissal), intimidation or threats.
An Eligible Whistleblower who makes a Qualifying Disclosure is protected from victimisation even if the allegations prove to be incorrect or unsubstantiated. Masterton employees who in good faith participate in, or assist in, an investigation, will also be protected from victimisation.
Masterton will treat any allegation of victimisation very seriously and will take appropriate disciplinary or other action against any person who is determined to have engaged in victimisation, which may include summary dismissal. Such persons may also be subjected to prosecution and the imposition of a civil penalty under the terms of the legislation.
An Eligible Whistleblower who believes they have been victimised as a result of their disclosure should immediately report such concern to Masterton.Examples of actions that are not detrimental conduct include reasonable administrative action or management of unsatisfactory work performance.
False disclosure by an Eligible Whistleblower
Any Eligible Whistleblower making a disclosure must do so honestly and in good faith.
Any Eligible Whistleblower who is found to have made a trivial, malicious, fraudulent or dishonest disclosure may be subjected to further action, depending on their relationship with Masterton. For example, employees may be subjected to disciplinary action (including dismissal) and consultants or contractors may have their agreement terminated. Other action including civil or criminal prosecution may be taken where warranted.
Whistleblower Implicated in Wrongdoing
Masterton acknowledges that the act of whistleblowing should not shield individuals from the reasonable consequences flowing from any involvement in Wrongdoing. A person’s liability for his or her own conduct is not affected by the person’s disclosure of that conduct. However, in some circumstances, an admission may be a mitigating factor when considering disciplinary or other action.
Breach of Policy
Breach of this policy may result in disciplinary action, which may include the termination of employment or engagement either with notice or summarily.
Accessibility of Policy
Masterton will make this policy available to its officers and employees by posting this Policy on the Masterton Group Intranet, and will be discussed at the next work health and safety committee meeting and incorporating it into induction process. A copy of the Policy will also be posted on the Masterton website at masterton.com.au, on the New Living Homes Pty Ltd website at newlivinghomes.com.au and at the New Edge Homes (NSW) Pty Ltd website at newedgehomes.com.au
Contract and variation
This policy and subsequent procedures will be revised from time to time in light of any legislative or organisational changes.
This policy does not impose any contractual obligations on Masterton. This policy does not form any part of an employee’s contract of employment or the terms or conditions of an employee’s employment. Masterton may, from time to time, amend, revoke or vary this policy in its absolute discretion.
For any questions about this policy or if further information is required, please contact [Bob Heymel, Group Chief Executive Officer and whose contact details are firstname.lastname@example.org
Dated: April 2020