AUSTRALIAN WHISTLEBLOWER PROTECTION POLICY

AUSTRALIAN WHISTLEBLOWER PROTECTION POLICY

 

1.    Policy purpose and application

Mitsubishi Heavy Industries, Ltd and its related companies/subsidiaries (MHI Group) are committed to fostering a culture of compliance, ethical behaviour and good corporate governance in Australia.

MHI Group values teamwork, respect and integrity and wishes to encourage a culture where any officer, employee or contractor does not suffer detriment because of speaking up about potential misconduct concerns.

This policy has been adopted to provide a safe and confidential environment for people to raise any such concerns without fear of reprisal.

This policy sets out:

• when you will be protected for speaking up about misconduct;
• the protections that will be provided to you if you speak up; and
• how disclosures made under this policy will be handled by MHI Group .

All officers, employees and contractors of MHI Group, wherever they are based, must comply with this policy.

Officers and employees of MHI Group based outside Australia may also be subject to additional local whistleblower requirements in the country in which they are based.

This policy is also available on this website: HERE

This policy also protects those who are entitled to whistleblower protection under the Australian whistleblower laws (see section 8 of this policy).

2.    Who is protected under this policy?

You will be protected under this policy if:

• you are one of the individuals set out in section 3; and
• you disclose information about the type of matters set out in section 4; and
• you disclose that information:
  • internally to one of the persons set out in section 5; or
  • externally to one of the persons set out in section 8.

3.    Who may make a protected disclosure?

You may make a disclosure that qualifies for protection under the Australian whistleblower laws if you are or were:

• an officer or employee of MHI Group, including permanent, part-time, fixed-term or temporary employees or interns and secondees;
• a contractor or supplier of goods and services to MHI Group (whether paid or unpaid), including their employees (for example, consultants, service providers and business partners); or
• an associate of MHI Group; or
• a parent, grandparent, child, grandchild, sibling, spouse or dependent of any of the above.

4.    What may a protected disclosure be about?

Eligible disclosures may be about misconduct, an improper state of affairs or circumstances, contraventions of the law or conduct that represents a damage to the public or financial system.

Disclosures solely about a personal work-related grievance are not covered by this policy and do not qualify for protection under the whistleblower laws unless they also relate to any detriment or threat of detriment by reason of you making or being suspected of making a protected disclosure (see also section 7.3).

4.1 Examples of eligible disclosures

Some examples of matters that are eligible disclosures and qualify for protection under the Australian whistleblower laws are:

• conduct that amounts to a criminal offence or contravention of the Corporations Act 2001 or Australian Securities and Investments Commission Act 2001;
• conduct that is a Commonwealth criminal offence publishable by more than 12 months imprisonment;
• illegal conduct, such as theft, dealing in, or use of, illicit drugs, actual or threatened violence, corruption, bribery, criminal damage to property or breaches of work health and safety laws;
• fraud, money laundering or misappropriation of funds;
• negligence, default, breach of trust and breach of duty;
• any conduct that may indicate a systemic issue in relation to MHI Group;
• conduct relating to business behaviours and practices that may cause consumer harm;
• information that represents a significant risk to public safety or the stability of, or confidence in, the financial system;
• misconduct in relation to MHI Group’s tax affairs[1]; or
• engaging in or threatening to engage in detrimental conduct against a person who has made a disclosure or is believed or suspected to have made, or be planning to make, a disclosure.

4.2 Personal work-related grievances

A personal work-related grievance means a grievance about any matter in relation to your employment or former employment that has, or tends to have, implications only for you personally.  Examples of a personal work-related grievance include (but are not limited to):

• an interpersonal conflict between you and another employee;
• a decision that does not involve a breach of workplace laws;
• a decision about your engagement, transfer or promotion;
• a decision about your terms and conditions of engagement, payroll or remuneration; or
• a decision to suspend or terminate your engagement, or otherwise discipline you.

If your disclosure is a solely personal work-related grievance, you should make it in accordance with our Workplace Bullying, Harassment, Discrimination Prevention Policy and Resolution Procedures.

4.3 Reasonable grounds to make the disclosure

You may still qualify for protection if your disclosure turns out to be incorrect, but you must have reasonable grounds for suspecting that the information you are disclosing concerns misconduct or an improper state of affairs or circumstances in relation to MHI Group.

A disclosure made without reasonable grounds (such as where you know it to be false) may amount to misconduct and be subject to disciplinary action.

5.    Who may receive a protected disclosure?

All of the people referred to in this section may receive disclosures that qualify for protection under the Australian whistleblower laws.

However, we encourage you to make your disclosure to the Asia Pacific Region Compliance Hotline, which is an independent and confidential 24/7 external service operated by Dial Service Co., Ltd on behalf of MHI Group (Hotline), the details of which are available below:

Link	https://www.dial-soudan.jp/et/mhi-sarch-rinri_en/
QR Code
User ID	asia
Password	region

You may instead make a disclosure to the following people:

• The Compliance Manager, being MHIAA’s Whistleblower Protection Officer;
  • Telephone: 0416 761 055
  • Email: compliance@mhiaa.com.au
  • Mail: Block E, 391 Park Road, Regents Park, NSW 2143
• a member of the senior executive team;
• any other officer (which includes a director or company secretary) or senior manager of MHI Group;
• an internal or external auditor[2] (including a member of an audit team conducting an audit on MHI Group); or
• MHI Group’s registered tax agent or BAS agent, if the disclosure concerns MHI Group’s tax affairs or the tax affairs of an associate of MHI Group, or an officer or employee at MHI Group who has functions or duties relating to its tax affairs and who you consider may be assisted in their role by knowing that information.

6.    How may a protected disclosure be made?

You may make a disclosure at any time to the Hotline or the people identified in section 5 in person by:

• email;
• phone;
• post; or
• delivered by hand.

If you make a disclosure from or to an MHI Group email address, your email may be accessed by certain people within our IT department in accordance with our policies.

If you are concerned about those limited circumstances in which your email might be accessed, you may prefer to make your disclosure verbally or by mail.

You may make your disclosure anonymously (and stay anonymous throughout and after any investigation) and still qualify for protection under the Australian whistleblower laws.

You may wish to obtain independent legal advice before making a disclosure. That communication with your legal adviser will also be protected under the Australian whistleblower laws.

7.    Legal protections for disclosers

7.1 Confidentiality and secure record-keeping

All persons responsible for or involved in an investigation must take all reasonable steps to reduce the risk that a discloser will be identified.

MHI Group will do this by:

• obscuring your name and identifying features from any internal reporting about your disclosure (unless you agree for your identity to be known);
• referring to you in a gender-neutral context (unless you agree for your identity to be known);
• where possible, contacting you to help identify certain aspects of your disclosure that could inadvertently identify you;
• engaging qualified staff to handle and investigate disclosures;
• storing all material relating to disclosures securely;
• limiting access to all information to those directly involved in handling and investigating the disclosure; and
• ensuring that anyone who is involved in handling and investigating your disclosure is aware of the confidentiality requirements.

You may lodge a complaint to a regulatory body, such as the Australian Securities and Investments Commission (ASIC); the Australian Prudential Regulatory Authority (APRA); or the Australian Taxation Office (ATO), if you believe that your confidentiality has been breached.

Identity protections and exceptions

If you make a protected disclosure, it is illegal for anyone to identify you or disclose any information that is likely to lead to you being identified, unless:

• it is not possible to investigate the disclosure without disclosing information that might identify you (but all reasonable steps must be taken to protect your identity);
• it is necessary to obtain legal advice about your disclosure and the whistleblower laws, in which case, we can pass the information on to our lawyer;
• we need to disclose the information to the Australian Federal Police; ASIC, APRA or the ATO, if the disclosure concerns MHI Group’s tax affairs or the tax affairs of an associate of MHI Group; or
• you consent to that disclosure.

7.2 Provision of identity to a court or tribunal

If you make a protected disclosure and become aware that a court or tribunal has requested disclosure of your identity or production of documents containing your identity (or information likely to lead to your identification), you may apply to the court or tribunal for an order protecting your identity.

7.3 Protection from detriment

MHI Group is committed to protecting people who make disclosures under this policy.

It is against the law for anyone at MHI Group (including any officers, employees or contractors) to cause or threaten any detriment to any person because that person:

• is or proposes to make a disclosure under this policy or the Australian whistleblower laws; or
• is suspected or believed to have made a disclosure under this policy.

“Detriment” includes (but is not limited to):

• dismissal of an employee;
• injury of an employee in their employment;
• alteration of an employee’s position or duties to their disadvantage;
• discrimination, harassment or intimidation;
• harm or injury including psychological harm, damage to property, reputation or financial position;
• taking action against a person (including any disciplinary action or imposing a liability) for making a disclosure; or
• threats of any of the above.

However, MHI Group is entitled to take steps that:

• are reasonably necessary to protect you from detriment (for example, moving you to another office to protect you from detriment if you have made a disclosure about your immediate work area); or
• relate to managing unsatisfactory work performance in line with MHI Group ’s performance management framework.

You may seek independent legal advice or contact regulatory bodies, such as ASIC, APRA or the ATO, if you believe you have suffered detriment because of your disclosure.

7.4 Protection from civil, criminal and administrative liability

If you make a protected disclosure, you will also be protected from any of the following in relation to your disclosure:

• civil liability – for example, any legal action against you for breach of an employment contract, duty of confidentiality or another contractual obligation;
• criminal liability – for example, prosecution for unlawfully releasing information or unlawfully using your disclosure against you in a prosecution; and
• administrative liability – for example, disciplinary action for making a disclosure.

However, you may be liable for any misconduct that you have engaged in that is revealed by your disclosure (or revealed by an investigation following your disclosure).

7.5 Compensation and other remedies

You may seek compensation and other remedies through the courts if:

• you suffer loss, damage or injury because of a disclosure; and
• MHI Group failed to take reasonable precautions and exercise due diligence to prevent detrimental conduct.

We encourage you to seek independent legal advice if you wish to seek compensation or remedies in court.

8.    How this policy interacts with Australian whistleblower laws

8.1 Australian whistleblower laws

By making a disclosure in accordance with this policy, you may be protected under the Australian whistleblower laws if the type of matter you disclose is protected by those laws.

While this policy principally deals with internal disclosures, the protections afforded by the Australian whistleblower laws also include some types of disclosure made to external parties, such as:

• legal representatives, to obtain advice or representation about the Australian whistleblower laws;
• ASIC, APRA or the ATO; or
• MPs or journalists, where you have reasonable grounds to believe that making the further disclosure would be in the public interest or the information concerns a substantial and imminent danger to the health or safety to one or more persons or to the natural environment, but only if:
• you previously made a disclosure of that information to either ASIC, APRA or another Commonwealth body prescribed by regulation; and
• you notified that body in writing of your intention to disclose to an MP or journalist (where, for public interest disclosures, at least 90 days must first have passed since your previous disclosure before this notice may be given).

It is important you understand strict criteria apply and you should obtain independent legal advice before making a disclosure to an MP or journalist.

For more information about the Australian whistleblower laws (including how to make a disclosure directly to ASIC or the ATO), see the information available on the ASIC website (including Information Sheet 239 How ASIC handles whistleblower reports) and the ATO website.

8.2 Whistleblower laws outside Australia

You may make a disclosure regardless of where you are or where the conduct is occurring.

9.    Investigations of disclosures under this policy

9.1 Investigation process

When you make a disclosure internally under this policy, your disclosure will typically be investigated as follows and by maintaining confidentiality in accordance with section 7.1.  This process may vary depending on the nature of your disclosure.

STEP 1	The person who receives your disclosure will provide the information to Whistleblower Protection Officer unless it is not appropriate to do so (e.g. the disclosure relates to the Whistleblower Protection Officer), in which case it will be provided to another individual capable of handling the disclosure (Alternative Officer) , as soon as practicable, ensuring your identity is protected, unless you have consented otherwise.
STEP 2	The Whistleblower Protection Officer (or the Alternative Officer) will determine whether your disclosure is covered by this policy and a formal, in-depth investigation is required. If an investigation is required, the Whistleblower Protection Officer (or the Alternative Officer) will determine whether the investigation of your disclosure should be conducted internally or externally and appoint an investigator with no personal interest in the matter. The Whistleblower Protection Officer (or Alternative Officer) may consider an external investigation is appropriate to ensure fairness and independence or because specialist skills or expertise are required.
STEP 3	The investigator(s) will conduct the investigation in an objective and fair manner, ensuring that they give any employee who is mentioned in the disclosure an opportunity to respond to the allegations prior to any adverse findings being made against them.  Those employees are also entitled to access the support services referred to in section 10. If you can be contacted (including through anonymous channels), we will give you regular updates on the status of the investigation as appropriate, with the frequency and timing of such updates depending on the nature of your disclosure.
STEP 4	The outcome of the investigation will be reported to the Board (protecting your identity, if applicable) and may, if the Whistleblower Protection Officer considers appropriate, be shared with you.

 

Appropriate records and documentation for each step in the process will be maintained by the investigator.

We encourage you to raise any concerns you have about the investigation of your disclosure (including breach of confidentiality) with Whistleblower Protection Officer (or Alternative Officer) or the person to whom you made your disclosure.

9.2 Duration of investigation

MHI Group will aim to conclude the investigations as soon as reasonably practicable, and within two to six months of receiving your disclosure. However, that time may vary depending on the nature of your disclosure.

9.3 MHI Group may require further information to investigate disclosures

MHI Group may not be able to undertake an investigation if it is not able to contact you or receive additional information from you to fully investigate your disclosure.  If you have made your disclosure anonymously, we suggest you maintain ongoing two-way communication with MHI Group, so MHI Group  may ask follow-up questions or provide feedback.  You may refuse to answer questions that you feel may reveal your identity at any time.

9.4 Investigation will be conducted in accordance with confidentiality protections

Subject to the exceptions allowed under section 7.1 of this policy or otherwise by law, the identity of a discloser (or information that is likely to lead to their identity becoming known) must be kept confidential at all times during and after the investigation (including in any reporting to the Board or to any persons affected).

10.  Support and practical protections

MHI Group has in place processes for protecting, supporting and monitoring the welfare of anyone who makes a disclosure. This includes risk assessment of any potential detriment, work adjustment considerations and support services such as stress management strategies which may include counselling.

11.  Training

Our Whistleblower Protection Officer and all eligible recipients of disclosures must attend compulsory training organised by MHI Group  on our processes and procedures for receiving and handling disclosures made under this policy, including training on confidentiality and the prohibitions against detrimental conduct.

MHI Group will inform its external eligible recipients (for example, its auditor and tax agent) about their obligations under the Australian whistleblower laws.

Our employees (including those in any overseas-based operations) must attend compulsory training on our whistleblower program which will include information on how to make a disclosure, what the disclosure may be about, to whom a disclosure may be made, the protections and support available and when further information or independent legal advice might be sought.

12.  Non-compliance with this policy

Any breach of this policy by an MHI Group officer, employee or contractor will be taken seriously and may be the subject of a separate investigation and/or disciplinary action.

A breach of this policy may also amount to a civil or criminal contravention under the Australian whistleblower laws, giving rise to significant penalties.

We encourage you to raise any concerns about non-compliance with this policy with the Whistleblower Protection Officer in the first instance. You may also lodge any concerns with ASIC, APRA or the ATO for investigation.

13.  Policy review

This policy must be reviewed by the Board or its delegated committee with the assistance of the Whistleblower Protection Officer at least every two years to ensure it is operating effectively. Any recommended changes must be approved by the Board or its delegated committee.

A company secretary is authorised to make administrative and non-material amendments to this policy provided that any such amendments are notified to the Board or its delegated committee at or before its next meeting.

MHI Group will ensure any updates to this policy, its processes and procedures following a review are widely disseminated to, and easily accessible by, individuals covered by this policy. Where necessary, additional training will be provided.

[1] “tax affairs” being affairs relating to any tax imposed by or under, or assessed or collected under, a law administered by the Australian Commissioner of Taxation

[2] MHI Group’s external auditor is KPMG AZSA LLC, Japan.