Policy for whistleblower rights and protections

1. Policy

Whistleblowing is when a person (whistleblower or discloser), having reasonable grounds, makes a disclosure to UAC in connection with concerns regarding unethical, illegal, fraudulent or undesirable conduct within UAC or by a supplier to UAC.

The policy defines UAC’s whistleblowing mechanism for disclosing, investigating and addressing wrongdoing within the workplace and to strengthen the protections available to whistleblowers. The policy includes information about the protections that are available to disclosers who qualify for protection as a whistleblower.

UAC implemented a whistleblower policy from 1 January 2020 to comply with the whistleblower protections law in Part 9.4AAA of the Corporations Act 2001 (the Act).

UAC is committed to upholding ethical and professional standards of conduct and performance in all its business activities and to promoting and supporting a culture of ethical behaviour and good corporate governance.

UAC encourages the disclosure of any matters of unethical, illegal, fraudulent or undesirable conduct that will harm the reputation, values and ethics of UAC so that appropriate action can be undertaken.

All disclosures are taken seriously and acted on immediately. Wrongdoing will be addressed promptly.

Disclosers will be provided with adequate protections and support, and early interventions are made to protect disclosers from detriment.

A person who makes a malicious, vexatious or knowingly untrue disclosure may not be afforded any protection under this policy or the Act and may be subject to disciplinary action.

UAC will make this policy available on its external website, intranet and in other ways to ensure the policy is available to employees, the UAC Board, suppliers to UAC and any other persons wishing to use it.

2. Objectives

This policy aims to provide whistleblowers a clear understanding of:

• who can make a qualifying disclosure (eligible whistleblowers)
• the scope of disclosures that qualify for protection (qualifying disclosure)
• the category of person to whom a qualifying disclosure may be made (eligible recipients)
• the role of the Whistleblower Governance Committee
• the role of, and disclosure to, the Australian Charities and Not-for-profits Commission
• legal protections available to eligible whistleblowers
  
• how UAC will ensure fair treatment of persons who are mentioned in qualifying disclosures or to whom such disclosures relate
• how UAC will investigate qualifying disclosures.

3. Scope

This policy applies to everyone who deals with, is employed or contracted by, or carries out work or provides services for, UAC and its subsidiaries.

This policy may not apply to personal work-related grievances in relation to the whistleblower’s employment that are unrelated to the qualifying disclosure (see below).

4. Procedure

4.1 Eligible whistleblowers

Eligible whistleblowers include current and former employees, board members, contractors, consultants, suppliers of goods and services (including their employees) or their relatives and dependants.

4.2 Qualifying disclosure

To qualify for protection, the disclosure must be made by an eligible whistleblower to an eligible recipient.

Disclosures can be made anonymously and will be protected under the Act.

Disclosable matters are the types of disclosures that qualify for protection under section 1317AA of the Act, namely that the eligible whistleblower has reasonable grounds to suspect that UAC, an employee or a contractor of UAC, a UAC board member or a supplier to UAC has engaged in misconduct or an improper state of affairs or circumstances.

Examples of disclosable matters include any past, present or future behaviour that is:

• fraudulent
• illegal, including theft, illicit drug sale or use, violence or modern slavery
• corrupt, including soliciting, accepting or offering bribes, facilitation payments or other benefits
• dishonest
• unethical
• concerned with financial irregularities
• a failure to comply with, or breach of, any laws or regulatory requirements
• damaging to health, safety of persons or the environment
• systematic, wilful or a serious breach of UAC policies
• detrimental to UAC’s financial position or reputation
• any conduct which is detrimental to any person who has or is believed to have disclosed, or is planning to disclose, under this Policy.

Personal work-related grievances

Personal work-related grievances are generally not a qualifying disclosure under the Act but may be protected under other legislation such as the Fair Work Act 2009 and should be handled under UAC’s relevant policies, such as the Bullying and Harassment and Equal Employment Opportunity and Anti-discrimination policies.

Personal work-related grievances may qualify as a qualifying disclosure if the conduct has significant implications for UAC and may impact other staff, including breach of employment and/or work, health and safety laws or the discloser suffers from, or is threatened with, detriment for making a disclosure.

The discloser will be advised if this is the case by the Whistleblower Governance Committee.

Examples of personal work-related grievances that would not be protected under the Act include:

• an interpersonal conflict between the discloser and another employee
• a decision about the engagement, transfer or promotion of the discloser
• a decision about the terms and conditions of engagement of the discloser
• a decision to suspend or terminate the engagement of the discloser, or otherwise to discipline the discloser.

4.3 Eligible recipients

To qualify for protection as an eligible whistleblower under the Corporations Act (or the Taxation Administration Act for disclosures in relation to UAC tax affairs), the discloser must disclose directly to any one of the persons listed below, who are authorised by UAC to receive whistleblower disclosures:

• UAC Board Chair
  Professor Denise Kirkpatrick (incumbent as at Nov 2023)
  Email: chair@uac.edu.au

• Managing Director
  Dr David Christie (incumbent as at Nov 2023)
  Email: david.christie@uac.edu.au

• Chief Operating Officer
  Ms Ainslee Scott (incumbent as at Apr 2024)
  Email: ainslee.scott@uac.edu.au

• Chief People Officer
  Ms Jennie Edwards (incumbent as at Nov 2023)
  Email: jennie.edwards@uac.edu.au

• General Counsel
  Mr Mark Grodzicky (incumbent as at Nov 2023)
  Email: legal@uac.edu.au

• Chair of Audit and Risk
  Professor Tyrone Carlin (incumbent as at Mar 2024)
  Email: ovc@scu.edu.au

Guidance for eligible recipients

If you are an eligible recipient and you receive a disclosure that may constitute a qualifying disclosure under this policy, do not share or forward the disclosure to anyone except as follows:

• If you are able to contact the discloser, confirm that you can share the disclosure with the Whistleblower Governance Committee, and then refer the matter through to the Whistleblower Governance Committee.

or

• If there is no way to contact the discloser (eg the disclosure is via a letter or made anonymously), refer the matter through to the Whistleblower Governance Committee, who will then assess the disclosure and advise next steps.

You must keep the disclosure confidential, even after it has been referred to the Whistleblower Governance Committee.

If you are not an eligible recipient and you receive a disclosure that could constitute as a qualifying disclosure, you should consider whether sharing the information could be putting the discloser’s confidentiality at risk. Do not share the information with anyone but contact the Whistleblower Governance Committee for further guidance.

You can contact the Whistleblower Governance Committee via email at whistleblowing@uac.edu.au.

4.4 Whistleblower Governance Committee

UAC has nominated a Whistleblower Governance Committee that will consist of the following senior managers: Chief Operating Officer, Chief People Officer and General Counsel.

This Governance Committee will:

• maintain this policy, including periodic review of associated information and guidance
• oversight of compliance with this policy
• provide advice and support to stakeholders in relation to this policy
• periodically monitor activities, gather and analyse policy performance indicators
• facilitate mandatory training to all employees
• arrange resources and manage the investigation of all disclosures
• provide upfront and ongoing training to investigators and other employees responsible for key elements of the policy
• provide upfront and ongoing training to eligible recipients on the process for receiving and handling a disclosure
• facilitate reporting to executive management and the Audit and Risk Board Committee
• administer the policy, including maintaining records of disclosures raised.

You can contact the Whistleblower Governance Committee via email at whistleblowing@uac.edu.au.

If the discloser wishes to seek additional information before formally making the disclosure, the discloser can contact any of the persons above.

If a member of the Whistleblower Governance Committee is the subject of a disclosure, that member will be reclused from any involvement with the matter.

4.5 Disclosure to the Australian Charities and Not-for-profits Commission

UAC is a registered charity with the Australian Charities and Not-for-profits Commission (ACNC). However, ACNC is not an eligible recipient under the Act and there are no specific protections for persons who disclose to the ACNC under the ACNC Act.

If an individual wants protection or is concerned about possible harm as a result of making a disclosure, they must raise their concerns first with an eligible recipient as, under the Act, an eligible whistleblower is only covered by whistleblower protections from the point in time of disclosure to an eligible recipient.

Matters pertaining to the ACNC’s potential areas of investigation are detailed on the ACNC website.

The ACNC will assess the level of risk when deciding what action to take. Generally, the ACNC will only act on concerns where there is a serious risk to public trust and confidence in the sector and they relate to a charity’s compliance with the requirements of the ACNC Act.

The ACNC will acknowledge receipt of a disclosure to the discloser.

Due to confidentiality provisions in the ACNC Act, the ACNC cannot provide details to the discloser about action taken by the ACNC.

4.6 Legal protections for eligible whistleblowers

Eligible whistleblowers may qualify for protection under the Act when the disclosure is made to an eligible recipient, ASIC, UAC’s auditor or a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to the whistleblower provisions in the Act.

For disclosures in relation to the tax affairs of UAC, eligible whistleblowers will qualify for similar protection under section 14ZZT (Part IVD) of the Taxation Administration Act 1953.

(a) Protection of identity and confidentiality

UAC is committed to preserving the confidentiality of:

• the information and/or the identity of the eligible whistleblower
• the identity of the person who is the subject of disclosure
• the fact of the disclosure

• the information collected during the investigation.

An unauthorised disclosure of an eligible whistleblower’s identity may be a criminal offence. UAC will make all reasonable efforts to ensure the identity of the eligible whistleblower remains confidential throughout the investigation process.

The discloser can lodge a complaint with any of the eligible recipients about a breach of confidentiality or lodge a complaint with ASIC, ATO or ACNC for investigation.

UAC will not disclose the discloser’s identity except to ASIC, the Australian Federal Police, a legal practitioner for the purpose of obtaining legal advice or legal representation about the whistleblower provisions in the Act or with the consent of the discloser.

UAC will not disclose information that is likely to lead to the identification of the discloser without the discloser’s consent. UAC can disclose the information when it does not include or lead to the discloser’s identity being revealed or when it is reasonably necessary for investigating the issues raised in the disclosure.

Measures adopted to protect the confidentiality of a discloser’s identity include:

• All personal information or reference to the discloser witnessing an event will be redacted.
• The discloser will be referred to in a gender-neutral context.
• Access to all information relating to a disclosure is limited to those directly involved in managing and investigating the disclosure.
• Disclosures will be handled and investigated by appropriately trained staff.
• Only a limited number of persons who are directly involved in handling and investigating a disclosure will be made aware of a discloser’s identity (subject to the discloser’s consent) or information that could lead to the identification of the discloser.
• Each person who is involved in handling and investigating a disclosure will be reminded about the confidentiality requirements, including that an unauthorised disclosure of a discloser’s identity may be a criminal offence.
• Interventions for protecting a discloser if detriment has already occurred.

(b) Protection against detrimental treatment

UAC is committed to ensuring that those who make a disclosure are treated fairly and do not suffer detriment.

Where the investigation has determined that the person making the allegation made it on reasonable grounds, UAC will ensure that the person suffers no detrimental treatment and will provide additional support to the person where necessary.

Detrimental treatment includes dismissal, demotion, harm and injury to an employee or a person, harassment, intimidation, discrimination, damage to a person’s business or financial position, damage to a person’s reputation or other unfavourable treatment connected with making a disclosure

Measures adopted to protect disclosers from detrimental treatment include:

• processes for assessing the risk of detriment against a discloser and other persons after receiving a disclosure
• support services (eg counselling) and strategies to help a discloser minimise and manage stress, time or performance impacts, or other challenges resulting from the disclosure or its investigation
• processes for ensuring that the eligible recipients are aware of their responsibilities to maintain the confidentiality of a disclosure, address the risks of isolation or harassment, manage conflicts and ensure fairness when managing the performance of a discloser
• procedures on how a discloser can lodge a complaint if they have suffered detriment and the actions UAC may take in response to such complaints.

If you are subjected to detrimental treatment as a result of making a disclosure under this policy, you should inform the eligible recipients immediately. You may also seek independent legal advice or contact ASIC or ATO if you believe you have suffered detriment.

You can seek compensation and other remedies through the courts if you suffer loss, damage or injury because of a disclosure and UAC has failed to take reasonable precautions and exercise due diligence to prevent the detriment conduct.

(c) Protection from civil, criminal and administrative liability

The discloser is protected under the Act from the following liability in relation to the disclosure:

• civil liability (eg any legal action against the discloser for breach of an employment contract, duty of confidentiality or another contractual obligation)
• criminal liability (eg attempted prosecution of the discloser for unlawfully releasing information)
• administrative liability (eg disciplinary action for making the disclosure).

The protections do not grant immunity for any misconduct a discloser has engaged in that is revealed in their disclosure.

(d) Protection of files and records

All records created from an investigation will be retained securely. Formal precautionary measures are applied to restrict access to communications and documents about an investigation by other staff. Unauthorised release of information is in breach of this policy and will be subject to disciplinary action.

(e) Protection of anonymity

A discloser can choose to remain anonymous while making a disclosure, over the course of the investigation and after the investigation is finalised. A discloser can refuse to answer questions that they feel could reveal their identity at any time.

It is suggested that a discloser who wishes to remain anonymous should maintain ongoing two-way communication with UAC so UAC can ask follow-up questions or provide feedback. A discloser may adopt a pseudonym for the purpose of their communication.

(f) Protection for public interest or emergency disclosure

The discloser will qualify for protection when the disclosure is made to a journalist or parliamentarian as a public interest disclosure (the disclosure of information is in the public interest) or emergency disclosure (the information concerns a substantial and imminent danger to the health and safety of one or more persons) under certain circumstances.

To qualify for protection, the disclosure must have previously been made to ASIC and a written notice to the body that includes sufficient information to identify the previous disclosure and states that the discloser intends to make a public interest or emergency disclosure. The discloser should contact an independent legal adviser before making the disclosure.

In the case of a public interest disclosure, protection will apply only when the disclosure is made at least 90 days after the previous disclosure to the relevant body and the discloser does not have reasonable grounds to believe action has been taken to address the matter.

4.7 Investigation

The Whistleblower Governance Committee will form an investigation team to determine whether sufficient information exists to allow the disclosure to be investigated as a qualifying disclosure, whether an investigation is required and, if so, the necessary action and timeframe to investigate the disclosure.

The Committee may require internal or external specialist resources to join the investigation team to assist in progressing investigations.

UAC will ensure that the investigation team members will not present a real or apparent conflict of interest with the investigation outcome.

Strict confidentiality and security protocols will be maintained during the investigation process. All information obtained will be properly secured to prevent unauthorised access.

UAC will apply principles of procedural fairness and natural justice to the conduct of any investigation and resultant findings so that the investigation is conducted on a fair and impartial basis while protecting the identity of the eligible whistleblower. This process will ensure the matters which are the subject of the investigation are made known to the person the subject of the disclosure and that person is given adequate opportunity to respond to those matters.

An investigation report with findings and recommendations will be submitted to the Whistleblower Governance Committee for approval to implement the recommendations.

The eligible whistleblower will be informed of the progress and outcome of an investigation when deemed appropriate by UAC. The frequency and timeframe for updating will depend on the nature of the disclosure. There may be circumstances where it is not appropriate to provide details of the outcome to the discloser, including due to legal considerations or risk of serious harm to an individual.

If the eligible whistleblower wishes to remain anonymous and cannot be contacted, UAC may not be able to undertake an investigation.

4.8 Victimisation

UAC is committed to ensuring that an eligible whistleblower is not victimised. UAC will thoroughly investigate reports of victimisation and, if proven, those responsible may be subject to disciplinary action or dismissal.

4.9 Education and training

UAC is committed to providing targeted communications and training to all employees and eligible recipients, and additional specialist training to staff members who have specific roles and responsibilities under the policy. The employee training will include:

• key elements of the Whistleblower Policy, processes and procedures
• information related to protecting and supporting disclosers
• practical examples of personal work-related grievances and how and where employees can report personal work-related grievances
• information on how the Whistleblower Policy interacts with UAC’s other policies.

4.10 Review

This Whistleblower Policy and related processes and procedures will be reviewed and updated periodically or as needed by the Whistleblower Governance Committee to ensure issues are identified and rectified.

The Whistleblower Governance Committee will put mechanisms in place for monitoring the effectiveness of the Whistleblower Policy and ensuring compliance with UAC’s legal obligations.