WHISTLEBLOWER PROTECTION POLICY

ADOPTED ON 8 September 2020

1. REVIEW

This Whistleblower Policy will be reviewed at least every two years to ensure that it is operating effectively and appropriately reflects how whistleblowing matters are managed at the Company. The review will also ensure that the Policy evolves in line with changes in the nature, scale and complexity of the Company’s business, its operating and regulatory environments.

2. COMMITMENT

FinClear Holdings Ltd and its related entities (collectively referred to as the Group) is committed to upholding the values and behaviour outlined in the Group’s “Code of Conduct” including complying with all applicable laws and practices.

We proudly display our values at www.finclear.com.au.

3. PURPOSE

The purpose of this Policy is to encourage the reporting, as required under our Code of Conduct of any suspected of fraud or corrupt conduct or any other form of inappropriate behaviour (reportable conduct). While this would generally be through the normal channels of line management, there may be times where an employee or contractor believes it is inappropriate or difficult for matters to be reported through these channels. In these cases it is important that employees or contractors have another avenue through which to express their concerns in order to protect their identity.

4. APPLICATION

The protection of this Policy applies to all full time and part time staff and to contractors of the Group.

In respect of reports relating to specific breaches of Australian Corporations law, a whistleblower will have legal protection. Details of this specific protection are in Appendix 1.

5. DEFINITION OF WHISTLEBLOWER

A director, manager, employee or contractor of the Group who wishes to report conduct they believe is in breach of our “Code of Conduct” or in breach of the law and where the individual perceives a need to avail themselves of protection against reprisal for having made the report. A whistleblower may or may not elect to remain anonymous.

6. WHAT TO REPORT

Any suspected fraud, corrupt conduct, inappropriate behaviour or illegal activity involving the Group or its employees in any way. This includes conduct that is:

  • Dishonest
  • Unethical
  • Discriminatory
  • Creating an unsafe environment
  • Harassment and/or bullying of any kind
  • Bribery
  • In breach of any of the Group’s policies
  • Detrimental to the Group and could cause financial or non-financial loss

These concerns must have some reasonable foundation for being raised. However, you do not have to be sure that any of the above behaviour or conduct has occurred in order to raise a concern (for example, if you only have some information leading to a suspicion, but not all the details), you will be protected under this Policy even if your concern turns out to be incorrect.

However, you must not make a report that you know, or ought to know, is false or has no substance. Where it is found that a person has knowingly made a false report, this will be considered a serious matter and may result in disciplinary action.

7. WHO TO REPORT TO

The Chief Financial Officer (CFO) is the person to whom matters should be reported in the first instance. If the individual feels uncomfortable reporting the matter to the CFO, a number of people may be contacted directly by phone, letter or e-mail in the utmost confidence. The people identified in Appendix 1 have agreed to accept reports in these circumstances (Authorised Officers).

8. CONFIDENTIALITY

In addition to our legal obligations, the Group extends its assurance of confidentiality to all other matters. All information received in respect of other reportable conduct will be held in strictest confidence and, where clearly desired by the individual, the identity of the person will not be disclosed without permission.

You can choose to remain anonymous while making a whistleblower report, interacting during any investigation of your whistleblower report, as well as after your case is closed. At any given time you can identify yourself, but this is your choice and at no point do you need to do this or will you be forced to provide your identity.

The Group will also take all steps necessary (as outlined in this Policy) to ensure you do not suffer any detriment if you decide to disclose your identity.

The Group will make every endeavour to investigate your report, where possible and appropriate, but in some cases, there are limitations f what can be achieved if you decide to remain anonymous (for example, if the Group is not able to contact you to obtain sufficient information).

9. INVESTIGATION

The investigating officer will ensure that all reports are investigated promptly and appropriately. The investigating officer will report directly to the CFO for the purposes of this Policy. In this regard the officer will assume no guilt on the part of any party until proven otherwise. Where any wrongdoing is uncovered, the officer will apply the guidelines of the Code of Conduct.

The investigation process will generally be as follows:

  1. A report (anonymous or otherwise) is made to the Authorised Officers (see Appendix 1).
  2. The Authorised Officer will confirm receipt of the report.
  3. An initial assessment will be made to determine whether the report should be investigated by the investigating officer.
  4. Investigation commences (including, if appropriate, by corresponding with the whistleblower).
  5. The investigating officer will prepare a report, which is the property of the Group, as to the conclusions following the investigation process and actions (if any) to be undertaken. The whistleblower will be updated accordingly.

If there are concerns as to the safety of the whistleblower, he or she may request leave of absence or a temporary change of workplace. Such requests will be given appropriate consideration.

The timeframe for an investigation will vary depending on the nature of the report. The Group endeavours to complete investigations within 90 days of receipt of the disclosure, however this time period may be exceeded depending on the circumstances of the matter.

The Group will not disclose information that is likely to identify you as part of any investigation, unless it is reasonably necessary to disclose the information for the purposes of the investigation. You are not identified, and all reasonable steps are taken by the Group to prevent someone from identifying you.

10. FEEDBACK

Where an individual reports suspected reportable conduct the whistleblower will receive feedback on the progress of the investigation and whether anything has come to light that may give them cause for concern.

11. PROTECTION

The Group is committed to ensuring that any individual is not disadvantaged in any way from validly raising concerns about suspected reportable behaviour. In particular, such a person will not be disadvantaged by dismissal, demotion, harassment, discrimination or bias.

How Whistleblowers are Protected

After submitting a whistleblower report:

  1. the whistleblower has the right to remain anonymous and does not need to identify themselves at any time during the investigation process;
  2. the Group uses tools and platforms that help protect a whistleblower’s identity during and after submitting a report;
  3. at no time will the Group force the whistleblower to reveal their identity; and
  4. the whistleblower can refuse to answer questions they feel could identify themselves.

The Group may only disclose the identity of a whistleblower to comply with a legal requirement on the request of a regulatory or enforcement authority (eg ASIC or the Australian Federal Police), to a legal practitioner (for the purposes of obtaining legal advice
in relation to the whistleblower provisions in the Corporations Act), or with the consent of the whistleblower.

If the whistleblower feels that reprisals have been taken, the individual can appeal through an Authorised Officer or to the Audit & Risk Committee of the Group Board.

Protection from Retaliation or Victimisation

The Group does not tolerate any retaliation or attempts to retaliate against a whistleblower who has made, proposes to make or could make a whistleblower report.

“Retaliation” may take any form of conduct that may result in detriment to the whistleblower, including termination of employment, alteration of duties to the whistleblower’s disadvantage, harassment or intimidation, harm or injury (including psychological harm), damage to property, reputation, business, financial position or any other damage, discrimination, or any other action that can be perceived as retaliation for making a report.

Any director, officer, employee or associated person that is found to engage in conduct that causes detriment to a whistleblower will face disciplinary action, including the potential to be dismissed or disengaged.

If a whistleblower believes retaliation is near or imminent, or that they have been retaliated against, then the whistleblower should contact the Authorised Officer.

The Authorised Officer will approve the taking of any action they feel is appropriate to resolve the situation. Such steps may include or result in the whistleblower taking leave or being reassigned to other duties (that is not to their disadvantage) or being permitted to undertake alternative work practices including working from home.

If the whistleblower feels their report of retaliation was not resolved adequately, they can escalate this case in writing to the Authorised Officer who will investigate the matter and process for how the retaliation was dealt with.

12. TRAINING

The Group will facilitate regular training for all employees on this Whistleblower Policy. This training will include:

  1. For employees – general awareness of the Whistleblower Policy and their rights and obligations under it;
  2. For eligible recipients – further training about how to respond to any whistleblower reports should they be received.

13. PENALTIES FOR BREACH OF THIS POLICY

Where any Officer, employee or contractor of the Group breaches this policy, this will be considered a breach of the Code of Conduct and dealt with as such.

APPENDIX 1 – PROVISIONS OF THE CORPORATIONS ACT

The Corporations Act provides protection to a whistleblower if they report a contravention or suspected contravention of the Corporations legislation to the Australian Securities and Investments Commission, the Group’s auditor, a Director or other authorised person where:

  • they have reasonable grounds to suspect the disclosure indicates a contravention of the Corporations legislation;
  • the disclosure is made in good faith; and
  • before making the disclosure, the individual provides their name to the person to whom they are disclosing the information.

Without the individual’s consent, the person to whom the information is disclosed, cannot under law, disclose the information, or the individual’s identity to any other person in the Group.

The authorised officers (Authorised Officers) with whom individuals can discuss such matters are:

  • David Ferrall (CEO, Managing Director)
  • Tony Lynch (CCO)
  • Andrea Marani (COO)
  • Nick Avery (Head of Equities)
  • Jessica Leong (Manager, Legal & Compliance)