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1. Introduction and Purpose

1.1 Adoption of Policy

Each company in the Cunnington Group as set out in the Schedule has adopted this Whistleblower Policy (Policy). In this Policy “the Company” refers to each respective Cunnington Group company.

1.2 Background

The Company is committed to promoting and supporting a culture of corporate compliance and proper ethical behaviour. The Company encourages whistleblowers to assist in maintaining legal, proper and ethical operations of the Company by reporting non-compliant actions by others. This Policy should be read in conjunction with the Code of Conduct being Appendix 1 of the Cunnington & Co “How We Work” booklet.

1.3 Purpose

The purpose of this Policy is to:

1.3.1 encourage a whistleblower to raise any concerns and report instances of Reportable Conduct where there are reasonable grounds to support such action, without fear of intimidation, disadvantage or reprisal;

1.3.2 outline the mechanisms for the reporting and investigation of reported matters;

1.3.3 outline the measures in place to protect a whistleblower, including how the Company will ensure fair treatment of whistleblowers;

1.3.4 provide information about how the Policy will be made available to whistleblowers;

1.3.5 help to ensure that the Company maintains the highest standards of ethical behaviour and integrity; and

1.3.6 outline the additional procedures and protections that apply to whistleblowers under the Corporations Act in relation to the reporting of possible breaches of the Corporations Legislation.

It is expected that Eligible Whistleblowers will report known, suspected or potential cases of Reportable Conduct.

1.4 Definitions

Capitalised terms used in this Policy are defined in the Schedule.

2. Scope

This Policy applies to all Eligible Whistleblowers (see schedule below) who wish to report Reportable Conduct regarding the Company's activities.

3. Reporting conduct

3.1 Who to report conduct to

3.1.1 An Eligible Whistleblower can report Reportable Conduct to the following independent Whistleblower Protection Officer (see schedule below) nominated by the Company:

Jon Clarke

Jon Clarke Advisory

Level 6, 81 Flinders Street

Adelaide SA 5000

Phone: (08) 8359 2838

Mobile: 0411 126 358


3.1.2 Jon Clarke Advisory has entered into a contract with the Company to act as the Company’s independent Whistleblower Protection Officer for the benefit of an Eligible Whistleblower who wants to report Reportable Conduct to an independent person.

3.1.3 In addition to the independent Whistleblower Protection Officer, an Eligible Whistleblower can report Reportable Conduct to any of the persons or entities listed in paragraph 5.2 of this Policy.

3.1.4 If an Eligible Whistleblower requires additional information before reporting conduct, they may contact the Whistleblower Protection Officer or a legal practitioner.

3.2 How to report conduct

3.2.1 An Eligible Whistleblower can report Reportable Conduct to the Whistleblower Protection Officer, or any other person or entity listed in paragraph 5.2, by any means the Eligible Whistleblower elects including but not limited to telephone, email or post.

3.2.2 A report will be confidential and secure and can be made anonymously and outside of business hours.

3.3 Anonymity

3.3.1 An Eligible Whistleblower can elect to remain anonymous while making a disclosure, over the course of an investigation and after the investigation is finalised.

3.3.2 An Eligible Whistleblower is not obliged to answer any questions that they feel could reveal their identity at any time. Anonymity of a whistleblower may be protected by various means, including but not limited to anonymous telephone numbers, anonymised email addresses or the use of a pseudonym for the whistleblower’s name.

4. Handling of reports

4.1 Timely review of reported conduct

All reports of Reportable Conduct will be investigated by a trained person appointed by the Company on a timely basis. Appropriate corrective action will be taken as warranted by the investigation.

4.2 Role of Whistleblower Protection Officer

The Whistleblower Protection Officer is responsible for:

4.2.1 receiving a report of Reportable Conduct from a whistleblower;

4.2.2 coordinating the provision to the Company of information from the whistleblower for the purposes of an investigation into that report;

4.2.3 reporting back to the whistleblower on the finalisation of the investigation; and

4.2.4 providing support for the whistleblower by protecting and safeguarding the whistleblower and reviewing the integrity of the investigation process.

The Whistleblower Protection Officer will at all times have direct and unrestricted access to reasonable financial, legal and operational assistance when this is required for any investigation.

4.3 Role of Investigator

The person appointed to investigate a report is responsible for:

4.3.1 coordinating the investigation into any report received from a whistleblower;

4.3.2 documenting and handling all matters in relation to the report and investigation; and

4.3.3 finalising all investigations.

The person appointed to investigate a report will at all times have direct and unrestricted access to reasonable financial, legal and operational assistance when this is required for any investigation.

4.4 Rights of person who is alleged to have acted improperly

A person who is the subject of an investigation is entitled to be:

4.4.1 informed as to the substance of any adverse comment that may be included in a report or other document arising out of any such investigation; and

4.4.2 given a reasonable opportunity to put their case to the person who is investigating the report.

4.5 Whistleblower will be kept appropriately informed

The whistleblower will be kept appropriately informed of the progress of action taken in respect of their report. At the conclusion of the investigation, they will be informed of the outcome, subject to considerations of privacy for those against whom allegations of impropriety were made. Where the report was made through the Whistleblower Protection Officer, information about the progress and outcome of the investigation will be provided to the Whistleblower Protection Officer on behalf of the whistleblower.

4.6 Confidentiality

The Company and any persons receiving reports will not disclose particulars of reported matters that would suggest the identity of the whistleblower without obtaining the whistleblower's prior consent, subject to any applicable law. Any such disclosure to which the whistleblower consents will be made on a strictly confidential basis. All files and records created from an investigation will be retained under strict security. The unauthorised release of information without a whistleblower's consent to any person not involved in the investigation is a breach of this Policy, subject to any requirements of applicable law.

5. Protection of whistleblowers

5.1 General protections

5.1.1 Whistleblowers who have reasonable grounds to suspect that information concerns misconduct and report a concern under this Policy must not be personally disadvantaged by: dismissal; demotion; any form of harassment; discrimination; damage to reputation; current or future bias; or damage to financial position.

5.1.2 The whistleblower is also protected from civil and criminal liability or administrative liability in accordance with paragraph 5.2 of this Policy.

5.1.3 The whistleblower is not granted immunity for any of his or her misconduct which may be revealed by the report. However, if a whistleblower reports such conduct and actively cooperates in an investigation in which they may be implicated, there may be some cases where the fact they have made a report will be taken into account as a mitigating factor when determining actions that may be taken against them.

5.1.4 A whistleblower will still be protected in accordance with this paragraph 5 if the report turns out to be incorrect.

5.2 Protection under the Corporations Legislation

The Corporations Act provides protections in relation to the reporting of a possible contravention of the Corporations Act, an offence against any other law of the Commonwealth (punishable by 12 months imprisonment or more) or conduct which represents a danger to the public or the financial system.

A disclosure of information by a person qualifies for protection under the Corporations Act if:

5.2.1 the whistleblower is an Eligible Whistleblower;

5.2.2 the report, which may be made anonymously, is made to: ASIC, APRA or a prescribed authority; the Company's auditor or a member of the audit team; an officer or senior manager of the Company; a person authorised by the Company to receive disclosures of that kind (that is, the Whistleblower Protection Officer); a legal practitioner for the purpose of obtaining representation or advice; in the case of “emergency disclosure” (where the disclosure has previously been made and the discloser has reasonable grounds to believe that the information concerns a substantial and imminent danger to the health or safety of people, or to the natural environment) to a member of Parliament (Commonwealth or State) or a journalist; or in the case of “public interest disclosure” (where the disclosure has previously been made and the discloser believes no action is being taken in relation to their disclosure and the discloser has reasonable grounds to believe that making further disclosure of the information is in the public interest) to a member of Parliament (Commonwealth or State) or a journalist,

5.2.3 the whistleblower has reasonable grounds to suspect misconduct, an improper state of affairs or circumstances relating to the Company. This includes, but is not limited to: a contravention of the Corporations Legislation by the Company or any of its officers or employees; an offence against any other law of the Commonwealth (punishable by 12 months imprisonment or more); or conduct which represents a danger to the public or the financial system.

If these conditions are met, the Corporations Act provides the following protections to the whistleblower:

5.2.4 a person cannot engage in conduct that causes detriment to a discloser;

5.2.5 the whistleblower is not subject to any civil or criminal liability for making the disclosure (including disciplinary action). The whistleblower is not, however, protected from civil or criminal liability for any of his/her misconduct that may be revealed by the report;

5.2.6 no contractual or other remedy may be enforced or exercised against a whistleblower on the basis of the disclosure and a contract to which the whistleblower is a party may not be terminated on the basis that the disclosure constitutes a breach of the contract;

5.2.7 if the Company purports to terminate the employment of a whistleblower on the basis of the disclosure, a court may reinstate the whistleblower to the same position or a position at a comparable level;

5.2.8 the information is not admissible in evidence against the whistleblower in criminal proceedings (unless the information is false);

5.2.9 the whistleblower is protected from actual or threatened detriment because of the report and may receive compensation for any damage caused by such detriment;

5.2.10 the whistleblower will not be required to pay the costs of any other party in court proceedings for compensation unless acting vexatiously or without reasonable cause in taking the proceedings, or acted unreasonably causing the cost to be incurred;

5.2.11 an apology may be ordered to be given to the whistleblower or an injunction granted by the court to prevent, stop or remedy any detrimental conduct or its effects; and

5.2.12 subject to limited exceptions, the person to whom the disclosure is made must not disclose the substance of the report, the whistleblower's identity or information likely to lead to the identification of the whistleblower.

The Company is committed to full compliance with these protective provisions.

6. Other matters

6.1 Amendment of policy

This Policy can only be amended with the approval of the Board.

6.2 Adoption of Policy

The Company Secretary will disseminate this Policy to employees and communicate any Policy amendments to employees. The Company will ensure that this Policy is on the Company intranet and its public website.


Whistleblower Policy

Policy Owner:

Executive Director, Group Services

Approved by:

Company Board

Approval Date:

7th January, 2020

Last Revised Date:

20th December,2019

Review Date:

December 2020

Schedule 1 - Definitions

For the purposes of this Policy:

ASIC means the Australian Securities and Investments Commission.

Corporations Act means Corporations Act 2001 (Cth).

Corporations Legislation has the meaning given to that term in section 9 of the Corporations Act, and includes the Corporations Act and Australian Securities and Investments Commission Act 2001 (Cth), the Banking Act 1959, the Financial Sector Act (Collection of Data) Act 2001, the Insurance Act 1973, the National Consumer Credit Protection Act 2009, and the Superannuation Industry (Supervision) Act 1993.

Cunnington Group means:

(a) Cunnington & Co Holdings Pty Ltd ACN 137 847 495

(b) SME CreditLine Ltd ACN 631 298 952

(c) SMEBL Ltd ACN 631 717 265

(d) Altitude Funds Management Ltd ACN 631 299 137

(e) C & Co Corporate Services Pty Ltd ACN 083 409 330

(f) Ulysses IT Pty Ltd ACN 087 970 938

Eligible Whistleblower means:

(a) an officer, director, secretary, employee, secondee or contractor, whether current or former or permanent, part time, fixed term or temporary;

(b) a supplier of goods or services to the Company (whether paid or unpaid) including their current or former employees, contractors, consultants, service providers or business partners;

(c) an associate of the Company; and

(d) a relative, dependant or spouse of an individual of a person in paragraphs (a) to (c).

Reportable Conduct means conduct that is illegal, unacceptable or undesirable, or the concealment of such conduct. It includes conduct that:

(a) is against the law or is a failure by the Company to comply with any legal obligation;

(b) is unethical or breaches the Company's policies or Code of Conduct;

(c) is dishonest, fraudulent or corrupt;

(d) is coercion, harassment, victimisation or discrimination;

(e) is misleading or deceptive conduct of any kind (including conduct or representations that amount to improper or misleading accounting or financial reporting practices either by, or affecting, the Company);

(f) is potentially damaging to the Company, an employee or a third party, including unsafe work practices, environmental damage, health risks or substantial wasting of company resources;

(g) may cause financial loss to the Company or damage its reputation or be otherwise detrimental to the Company;

(h) may be misconduct, an improper state of affairs or circumstances in relation to the tax affairs of the Company; or

(i) involves any other serious impropriety.

Conduct that does not constitute Reportable Conductis a personal work-related grievance, including:

(a) an interpersonal conflict between a whistleblower and another employee of the Company;

(b) a decision by the Company that does not involve a breach of workplace laws;

(c) a decision by the Company about the engagement, transfer or promotion of the whistleblower;

(d) a decision by the Company about the terms and conditions of engagement of the whistleblower; or

(e) a decision by the Company to suspend or terminate the engagement of a whistleblower or otherwise discipline the whistleblower.

Reportable Conduct relating to a personal work-related grievance includes conduct where:

(a) it includes information about misconduct, or information about misconduct is accompanied by a personal work-related grievance (mixed report);

(b) the Company 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 suggests misconduct beyond the whistleblower’s personal circumstances; or

(c) the whistleblower suffers or is threatened with detriment for whistleblowing.

Whistleblower means an Eligible Whistleblower who alerts the Company and/or a regulatory authority to Reportable Conduct within the Company.

Whistleblower Protection Officer means the person nominated by the Company whose key responsibilities include protecting whistleblowers who report concerns under this Policy as identified in paragraph 3 of this Policy.