Whistleblower Policy

Revised: February 2024


1. POLICY OVERVIEW

This whistleblower policy (Policy) is intended to cover serious issues and complaints regarding the Perron Group business affairs. It does not apply for day-to-day workplace grievances.

When an employee, contractor, supplier, or other person that engages with Perron raises a serious concern about Perron or its management, this will likely fall under this Policy and may trigger an investigation.

It is important that at all stages, a strict level of confidentially is maintained, including before, during and after an investigation. Information about a whistleblower and their concerns must be treated with great care in accordance with this Policy.

A whistleblower must not be subject to any retaliatory or adverse treatment for making a bona fide whistleblowing complaint.

2. POLICY STATEMENT

Perron Group, through the practice of The Perron Way, encourages and supports a working culture of honesty and integrity in our business.

We are committed to providing a safe environment to encourage individuals to speak up and raise their concerns about any unethical, illegal, fraudulent or undesirable behaviour involving Perron Group businesses without the individual being subject to detrimental treatment.

This Policy applies to all companies, divisions and other entities comprising the Perron Group of Companies including but not limited to Property, Land Development, and all Toyota WA departments (Perron Group) and, where relevant, operates in conjunction with all other workplace policies relating to Perron Group employees.

3. PURPOSE OF THIS POLICY

We want employees, contractors and other third parties to feel comfortable speaking up whenever they have a question or concern, or if they see something which is unethical or unsafe. The purpose of this Policy is to:

  • encourage you to report concerns of suspected or actual wrongdoing openly or anonymously;

  • support you to report wrongdoing safely, securely and with confidence that you will be protected and supported, without fear of reprisal or intimidation;

  • confirm our procedure for concerns to be investigated appropriately, in a timely way, and for you to be informed of the outcome of such investigations, where applicable;

  • provide transparency around the Perron Group’s framework for receiving, handling and investigating disclosures;

  • support Perron Group’s other workplace policies;

  • help deter wrongdoing and support Perron Group’s reputation; and

  • afford natural justice and procedural fairness to anyone who is the subject of an allegation of Reportable Conduct.

Please read this Policy in conjunction with The Perron Way and our Code of Conduct.

4. WHO IS COVERED BY THIS POLICY?

This Policy applies to all past and present employees, contractors (and their employees), consultants, volunteers, secondees, associates, business partners, suppliers of goods and/or services whether paid or unpaid (and their employees), directors and other officers of Perron Group, as well as their relatives, spouses and dependents.

5. WHAT IS REPORTABLE CONDUCT?

Perron Group encourages reporting of all Reportable Conduct. Reportable Conduct is any concern (whether actual or suspected based on reasonable grounds) about misconduct, or an improper state of affairs or circumstances, in relation to the Perron Group or any officer or employee that is or may be:

  • a breach of Perron Group’s Code of Conduct;

  • a failure to comply with a legal, professional or regulatory obligation;

  • criminal activity or a criminal offence;

  • bribery or extortion;

  • corruption;

  • financial fraud or mismanagement;

  • tax evasion;

  • unethical or improper behaviour;

  • serious misconduct;

  • an imminent risk to health or safety; and

  • any conduct that could or does result

Reporting matters that are not Reportable Conduct (ie. do not fall within one of the above listed concerns) may not qualify for protection under the Corporations Act but may be covered by other legislation (such as the Fair Work Act).

6. WHAT IS COVERED BY THIS POLICY?

Personal work-related grievances are not Reportable Conduct and are not covered by this Policy. These include grievances about any matter in relation to your employment (or former employment) that have implications for you personally but do not have significant implications for Perron Group or relate to Reportable Conduct. This includes, without limitation:

  • Interpersonal conflicts between you and another employee;

  • concerns about the implementation of a performance improvement plan or a remuneration review;

  • matters relating to your employment or former employment (including transfer, promotion, relocation, suspension, disciplinary action, termination); and

  • matters that are trivial or malicious in nature with little or no substance or material consequences.

Personal work-related grievances should be reported to your supervisor or manager, or a Human Resource representative:

  • Richard Hicks;

  • Tina Fallon;

  • Linda Pyrc; or

  • Ashleigh Trivanovic

If your concerns involve both a personal work-related grievance and Reportable Conduct, this Policy will apply to the part of your concerns relating to Reportable Conduct.

7. WHEN SHOULD I RAISE A CONCERN?

You should raise your concerns where you have reasonable grounds to suspect that Reportable Conduct has occurred or may occur.

8. HOW DO I RAISE A CONCERN?

You can raise your concerns at Perron Group by speaking confidentially to one or more of the following individuals:

  • Richard Hicks – Perron Group Company Secretary (on 0406 388 183);

  • Tina Fallon – Toyota WA Financial Controller (on 0419 950 737); or

  • an Officer or Senior Manager of Perron Group (which includes any Director of the Group).

You can also:

  • contact the BDO Secure Reporting Line by contacting 1300 408 955, or securewa@bdo.com.au, or BDO Secure, GPO Box 2147 Subiaco, 6904;

  • contact the external auditor of Perron Group, Autoparts and Toyota WA (Crowe Perth on 9481 1448);

  • raise your concerns to the Australian Taxation Office (ATO), Australian Securities and Investments Commission (ASIC), the Australian Federal Police (AFP), Australian Prudential Regulation Authority (APRA) or other prescribed Government legislative body; or

  • discuss with your lawyer for the purposes of advice or representation on Whistleblower Laws.

It is important that you raise your concerns through the above individuals or bodies or in accordance with this section 8 as you may qualify for statutory protection under the Whistleblower Laws as described in Section 11.

9. RAISING A CONCERN ANONYMOUSLY

You may choose to remain anonymous when raising your concerns to any of the individuals or organisations listed in section 8 above, and over the course of an investigation and after an investigation is finalised.

If you choose to remain anonymous you may refuse to answer any questions that may reveal your identity at any time, including during follow-up conversations. However, you should maintain ongoing two-way communication for follow-up questions or feedback. You will still be eligible for protections if you disclose anonymously.

10. THE INVESTIGATION PROCESS

How is the decision to investigate made?

  • Upon receipt of your concerns:

  • Perron Group will confirm receipt of your concerns within 5 days;

Your concerns will be assessed and legal advice will be obtained to determine whether you qualify for protection under this Policy and whether a formal investigation is required for the purposes of legal advice or in anticipation of litigation. You will be informed of this decision within 30 days or as soon as practicable thereafter (as determined in Perron Group’s absolute discretion);

The investigation process may vary depending on the nature of the concerns raised and the type of conduct reported, including:

  • the nature and scope of the investigation;

  • the person(s) within and/or outside Perron Group that should lead the investigation;

  • protocols to ensure confidentiality is protected and legal privilege is maintained, as appropriate;

  • the nature of any technical, financial or other specialist advice or assistance that may be required to support the investigation; and

  • the timeframe for the investigation, dependent on the complexity and specific factors relevant to the Reportable Conduct;

All investigations will be conducted without bias to carefully determine facts and all parties will be given reasonable notice of meetings held as part of an investigation.

Who conducts an investigation?

Investigations will be managed by a senior Perron Group executive outside of the entity or business unit that the Reportable Conduct relates to (the Investigating Officer). Where appropriate, external resources may form part of an investigation, such as a lawyer.

Confidentiality during the investigation

Investigations are conducted under strict confidentiality. If you wish for your identity to remain confidential, care will be taken not to disclose information that is likely to lead to your identification as part of the investigation process, unless:

  • the information does not include your identity;

  • information relating to your identity or other information that is likely to lead to your identification is removed (for example, your name, position title and other identifying details); and

  • it is reasonably necessary for investigating the issues raised in the disclosure.

You may provide consent to a limited disclosure (e.g. where you provide consent to the Perron Group to reveal your identity to specific persons).

Providing you feedback

The Investigating Officer or the person you made the report to will keep you informed regarding the process and outcomes of the investigation. This includes advising you of:

  • process updates at various stages of the investigation; and

  • the outcome of the investigation, subject to any applicable confidentiality, privacy, legal privilege or other relevant considerations. At a minimum, you will be told when the investigation has concluded.

Internal reporting

When an investigation has been completed, Perron Group’s Chief Executive Officer will be advised of the outcome of the investigation and any recommendations, as appropriate depending on the nature of the Reportable Conduct. This may be in the form of a confidential written investigation report.

Concerns raised under this Policy will also be reported to the Perron Group Board, as appropriate depending on the nature of the Reportable Conduct.

Appropriate records and documentation for the investigation process will be maintained and held securely.

Limitations

Perron Group may not undertake an investigation in some circumstances. For example, if there is insufficient information, you cannot be contacted or refuse to provide further information, or based on legal advice an investigation is not required.

Avenue for review

If you are unsatisfied with the way that this Policy has been followed or with the outcome of an investigation, you can request a review. This will be managed by a senior Perron Group executive who was not involved in the initial investigation. The findings of the review will be delivered to the Chief Executive Officer and/or the Board, as appropriate. Following a review, Perron Group will not be obliged to reopen an investigation.

11. PROTECTIONS, SUPPORT AND CONFIDENTIALITY

Protections and Support

You will qualify for protection under this Policy and the Corporations Act if you:

  • are acting honestly with genuine or reasonable belief that the information in the report is true or likely to be true;

  • make the report in accordance with this Policy; and

  • have not yourself engaged in serious misconduct or illegal conduct in relation to the Reportable Conduct.

You will also be protected if you have made the report to a legal practitioner for the purposes of obtaining legal advice or representation or made an “emergency disclosure” or “public interest disclosure” (this is explained in clause 12 below).

Detrimental Conduct

Perron Group is committed to protecting those who have reasonable grounds to suspect Reportable Conduct and speak up under this Policy. A person to whom this Policy applies must not engage in any conduct (threatened or actual) that is intended to, or does, cause detriment to an individual where the person believes, or suspects, that the other person made, or may have made, or proposes to make or could make a whistleblower disclosure under this Policy (Detrimental Conduct).

Perron Group prohibits any Detrimental Conduct against anyone for raising a bona fide concern even if that concern is subsequently determined to be incorrect or is not substantiated.

Examples of Detrimental Conduct include:

  • injury of, or detriment to, an employee in their employment;

  • alteration of an employee's position or duties to their disadvantage;

  • discrimination between an employee and other employees;

  • harassment, bullying or intimidation;

  • harm or injury to a person, including psychological harm;

  • damage to a person's property;

  • damage to a person's reputation;

  • damage to a person's business or financial position;

  • termination of employment; or

  • any other damage to a person.

Examples of conduct which will not constitute Detrimental Conduct include:

  • administrative action that is reasonable for the purpose of protecting a discloser from detriment (e.g. moving an employee who has made a report about their immediate work area to another location to prevent them from detriment);

  • managing a discloser’s unsatisfactory work performance, if the action is in line with the Perron Group performance management framework;

  • investigating the discloser’s own misconduct that came to the attention of the Perron Group either through the investigation, or in another way.

In accordance with The Perron Way, the Perron Group Code of Conduct and the Perron Group Bullying & Harassment Policy, Perron Group is committed to ensuring, and will take all reasonable steps to ensure, you are protected against any Detrimental Conduct or victimisation in your employment or relationship with the Perron Group.

If you believe that you have suffered Detrimental Conduct as a result of raising concerns under this Policy, you should report the Detrimental Conduct as soon as possible to an individual named in Section 8 or the BDO Secure Reporting Line. You may also seek independent legal advice or contact regulatory bodies, such as ASIC, APRA or the ATO where appropriate to your concerns.

Where necessary to support you against Detrimental Conduct, we may:

  • assess the risk of detriment after receiving a disclosure;

  • provide support services (see Employee Assistance below);

  • review your and/or other employees work arrangements, duties or work location during an investigation or as an outcome;

  • ensure management maintain the confidentiality of a disclosure, address the risks of isolation or harassment, manage conflicts, and ensure fairness when managing the performance of, or taking other management action relating to a disclosure;

  • provide a process to review a complaint of detriment and the actions Perron Group may take in response. Such complaints may be investigated as a separate matter;

  • take action to protect you if detriment has already occurred.

Perron Group Support – Employee Assistance

Perron Group maintains an Employee Assistance Program with Access Wellbeing Services for Perron Group employees, their relatives and dependents. If you fall within this category you are entitled to free and confidential counselling sessions with Access Wellbeing. Access Wellbeing can be contacted on 1300 667 700. If you are not covered by our Employee Assistance Program, we will endeavour to assess ways to support you to a reasonable extent in other respects.

Fair Treatment of Employees

The Perron Group is committed to ensuring the fair treatment of any officer or employee who is mentioned in a concern raised of Reportable Conduct made under this Policy by:

  • maintaining the confidentiality of information received in connection with the concern raised of Reportable Conduct in accordance with the requirements of this Policy, where it is practical and appropriate;

  • maintaining an objective, fair and independent investigation process applying the investigation process in Section 10 above;

  • providing an individual with an opportunity to respond to any allegations made against them in the concern as and when required by principles of natural justice and procedural fairness; and

  • providing access to the Employee Assistance Program with Access Wellbeing Services as necessary.

The Perron Group will determine, on a case by case basis, the most appropriate time to inform a person that they are the subject of a disclosure (in some situations, notifying a person at the early stage of the process may compromise the effectiveness of the investigation). This will occur before any adverse finding is made against the person.

Confidentiality

It is unlawful for a person to identify a whistleblower who has properly disclosed Reportable Conduct in accordance with this Policy or the Corporations Act.

The concerns that you raise regarding Reportable Conduct under this Policy will be treated in strict confidence and your identity will not be shared with any third parties unless:

  • you provide your consent; or

  • we report your concerns to the ATO, ASIC, APRA, or the Australian Federal Police, or other relevant Government Authority, to a person or body prescribed by regulations; or

  • the concerns are raised with a lawyer for the purpose of obtaining legal advice or representation in relation to the operation of Whistleblower Laws and this Policy.

Where Perron Group needs to investigate a concern, it will not disclose your identity (unless you consent to the disclosure), but it may disclose information which could lead to your identification where it is reasonably necessary for investigating the issues raised in the disclosure. Perron Group will take all reasonable steps to reduce the risk that you will be identified.

In some circumstances, it may not be practically possible to investigate or provide procedural fairness without disclosing information that may identify you. This will be discussed with you and your consent sought to proceed.

In addition, where your concern is reported to the Chief Executive Officer and the Perron Board of Directors, your identity and information likely to lead to your identification will not be shared unless you have provided your consent.

Where you do not consent to your identity being disclosed, the only people who will know your details will be the Eligible Recipient and Investigating Officer and a restricted number of people who have access to information under this Policy as outlined in this section.

If you are concerned about a breach of confidentiality, you may raise this separately as a complaint for investigation, including with external entities such as ASIC, APRA or the ATO.

Other protections under law

There are special protections for whistleblowers who disclose information under Whistleblower Laws. You should seek independent legal advice in respect of these protections.

In relation to such Whistleblower Law protections, you may be entitled to seek compensation and other remedies through the courts if:

  • you suffer loss, damage or injury because of such a disclosure; and

  • Perron Group fails to take reasonable precautions and exercise due diligence to prevent Detrimental Conduct in relation to such a disclosure.

Where your reported concerns are protected under Whistleblower Laws, you may have the following further protections:

  • protection from civil liability such as any legal action for breach of an employment contract, duty of confidentiality or another contractual obligation;

  • protection from criminal liability such as attempted prosecution for unlawfully releasing information, or other use of the disclosure against you in a prosecution (other than for making a false disclosure); and

  • protection from administrative liability such as for disciplinary action for making the disclosure.

These protections do not grant immunity or protection for any misconduct you have engaged in or involvement you had in the disclosed conduct.

False disclosures

When raising your concerns regarding Reportable Conduct or for the purposes of Whistleblower Laws, you must have reasonable grounds for suspecting that your concerns are true. No action will be taken against you where you have reasonable grounds for concern, even if they cannot be substantiated in a later investigation.

However, you must not make false or malicious disclosures. If you make a report that is false or malicious, you may be subject to disciplinary action, including termination of employment and may expose yourself to other legal liability, such as for defamation.

12. PUBLIC INTEREST DISCLOSURES AND EMERGENCY DISCLOSURES

Disclosure of matters in relation to Perron Group or related entities covered under the Whistleblower Laws may be made to a journalist or parliamentarian and qualify for protection in certain circumstances.

Perron Group encourages anyone thinking about making a Public Interest Disclosure or Emergency Disclosure, as defined in the Corporations Act, to obtain independent legal advice before doing so as there are strict requirements (including that the concern has previously been raised in writing to ASIC, APRA or another Commonwealth body prescribed by legislation and, for a Public Interest Disclosure, 90 days must have passed since the previous disclosure).

13. AVAILABILITY OF THIS POLICY

Our employees and officers will be made aware and have access to this Policy and the mechanisms for the reporting of Reportable Conduct through our induction and ongoing training programs and corporate communications.

A copy of this Policy is available to all officers and employees via the intranet and to others including external parties via the Perron Group website.

14. VARIATIONS

Perron Group reserves the right to vary, replace or terminate this Policy from time to time. The Policy will be reviewed every two years, or when there are regulatory changes.

POLICY VERSION AND REVISION INFORMATION

Policy approved by the Board of Perron Group Ltd & PG Holdings Ltd

Policy maintained by: HRAG

Original issue: 17 December 2019

Reviewed: 01 November 2021, 09 February 2022, 07 February 2024

Current version recommended for approval by the Board and signed on the Boards’ behalf by the Chairman: 14 February 2024