Legal
Whistleblower Policy

Whistleblower Policy

28-Aug-2025

Whistleblower Policy

Whistleblower Policy

1.1 Purpose The Board and senior management of Agricultural Innovation Australia Limited (AIA) require all AIA staff to practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. The purpose of this Whistleblower Policy (Policy) is to:

  • Ensure AIA complies with the whistleblower protection provisions provided in the Corporations Act 2001 (Cth) and the Taxation Administration Act 1953 (Cth) (Whistleblower Laws) and any other applicable laws.

  • Encourage all Disclosers under this Policy to have the confidence to speak up if they become aware of a Protected Matter under this Policy, without fear of reprisal.

  • Promote a culture of lawful, ethical, and responsible conduct.

  • Provide a clear framework for receiving, investigating, and responding to disclosures.

This Policy is an important tool for helping AIA to identify wrongdoing that may not be uncovered unless there is a safe and secure means for disclosing wrongdoing.

1.2 Scope This Policy applies to all ‘eligible whistleblowers’ as defined in section 1317AAA of the Corporations Act (who are each a Discloser). This includes:

  • AIA employees and officers (current and former);

  • contractors or suppliers of goods or services to AIA, including their employees (current and former); and

  • relatives (such as a parent, child or sibling), dependants or spouses (including a de facto partner) of an individual referred to at a) or b) above.

This Policy is not intended to create any contractually binding obligation on AIA and does not form part of any contract of employment or other contract for engagement with AIA.

2. Protected Matters 2.1 Examples of Protected Matters A Discloser can raise a concern under this Policy where they have reasonable grounds, based on objective facts, to suspect that the information disclosed concerns a Protected Matter, being misconduct or an improper state of affairs or circumstances in relation to AIA or its related bodies corporate. Protected Matters include any actual or suspected conduct on the part of AIA, its related bodies corporate, or employees or officers of AIA or its related bodies corporate, that:

  • amounts to misconduct, such as fraud, negligence, default, breach of trust or breach of duty;

  • is dishonest or corrupt, such as bribery;

  • is of an illegal nature, such as theft, drug sale or use, violence, harassment or intimidation, criminal damage to property or other breaches of state or federal law;

  • is in breach of AIA's policies, such as dishonestly altering company records or data, adopting questionable accounting practices or wilfully breaching AIA’s Code of Conduct or other policies or procedures;

  • is a breach of legislation relating to AIA’s operations or activities, including the Corporations Act;

  • is potentially damaging to AIA, an AIA employee or a third party, such as unsafe work practices, environmental damage, behaviour endangering health or safety, or abuse of AIA property or resources;

  • amounts to an abuse of authority;

  • is a serious risk to public health, public safety or the environment;

  • involves victimisation;

  • amounts to any other misconduct or improper state of affairs or circumstances in relation to AIA;

  • may cause financial loss to AIA, damage its reputation or be otherwise detrimental to AIA's interests; or

  • is a deliberate concealment of any of the above.

A Discloser does not need to be sure that the information disclosed in a disclosure is true and they will not be penalised if their disclosure turns out to be incorrect. However, a Discloser must not make a report that they know to be false. Where a person makes a false report, this will be considered a serious matter and may result in disciplinary action. If a Discloser would like further information before making a report, they should contact the Whistleblowing Officer.

2.2 Personal work-related grievances The disclosure of information that relates solely to a personal work-related grievance is not generally protected by this Policy and should instead be raised under AIA’s Grievance Procedure. A personal work-related grievance is a grievance relating to a person’s current or former employment or engagement that has implications for them personally and does not amount to a Protected Matter.

Examples of personal work-related grievances include:

  • interpersonal conflicts between the Discloser and other employees;

  • decisions that do not involve a breach of workplace laws;

  • decisions regarding engaging, transferring or promoting a Discloser;

  • decisions about the terms and conditions of engagement of the Discloser; or

  • decisions to discipline a Discloser or suspend or terminate the engagement of a Discloser.

A disclosure about a personal work-related grievance may still qualify for protection and should be raised under this Policy if:

  • it includes information about a Protected Matter;

  • the disclosure has significant implications for AIA or suggests misconduct beyond a Discloser’s personal circumstances;

  • the disclosure suggests the entity has breached employment or other laws punishable by imprisonment for a period of 12 months or more;

  • the Discloser suffers from or is threatened with detriment for making a disclosure; or

  • the Discloser seeks legal advice or legal representation about the operation of the whistleblower protections under the Corporations Act.

3. Who Can A Protected Matter Be Disclosed To? Protected Matters under this Policy can be made to an 'Eligible Recipient', which includes:

  • the Chair of the Board,

  • the Company Secretary of AIA (the Whistleblowing Officer); or

  • any Non-executive Director of AIA.

To assist AIA to address the report, a Discloser should provide as much information as possible, including:

  • Who was involved, including any witnesses;

  • What happened, including details of the Protected Matter and any evidence they may have or are aware of (such as documents);

  • When the Protected Matter took place or is likely to take place, including specific dates and times;

  • Where the Protected Matter took place or is likely to take place, including all geographic locations and address details;

  • Why the Protected Matter occurred or may occur in their opinion, including whether there are any breaches of controls; and

  • Whether they have taken any steps to date to report the matter elsewhere.

3.1 Internal disclosure details The role of the Whistleblowing Officer is to receive reports regarding a Protected Matter. The Whistleblowing Officer can be contacted on:

Email: companysecretary@aginnovationaustralia.com.au Mail: AIA, PO Box 400, Seaforth NSW 2092

3.2 External disclosure details Disclosures may also be made to the following Eligible Recipients.

  • ASIC: www.asic.gov.au/whistleblower

  • APRA: www.apra.gov.au

  • ATO (for tax matters): www.ato.gov.au/tipoff

  • A legal practitioner for legal advice

3.3 Anonymity A Protected Matter may be made anonymously under this Policy and will still attract protections. As part of this, a person may choose to remain anonymous while making a disclosure, over the course of any investigation and after any investigation is finalised.

A Discloser may refuse to answer questions if they feel that the answer could reveal their identity at any time.

AIA has adopted processes to help protect a Discloser’s anonymity, including allowing pseudonyms to be used for the purposes of making disclosures.

3.4 Public interest and emergency disclosure In limited circumstances, certain public interest or emergency disclosures made to journalists, or a parliamentarian are also protected by law. It is important that a Discloser understands the criteria for making a public interest or emergency disclosure before doing so and should contact an independent legal adviser before making a public interest or an emergency disclosure.

A 'Public Interest Disclosure' is the disclosure of information to a journalist or a parliamentarian under the Whistleblower Laws, which includes that:

  • the discloser has already made a Protected Matter disclosure to a regulatory body;

  • at least 90 days have passed since the Protected Matter disclosure was made;

  • the discloser does not have reasonable grounds to believe that action is being, or has been, taken to address the matters to which the previous disclosure related;

  • the discloser has reasonable grounds to believe that making a further disclosure of the information would be in the public interest;

  • the discloser has given written notification to the regulatory body that they intend to make a public interest disclosure; and

  • the extent of the information disclosed in the public interest disclosure is no greater than is necessary to inform the journalist or member of parliament of the misconduct, improper state of affairs or other conduct that constituted the Protected Matter.

An 'Emergency Disclosure' is the disclosure of information to a journalist or parliamentarian under the Whistleblower Laws, which includes that:

  • the discloser has already made a Protected Matter disclosure to ASIC, APRA or other regulatory body;

  • the discloser has reasonable grounds to believe that the information concerns a substantial and imminent danger to the health or safety of one or more persons or to the natural environment;

  • the discloser has given a written notification to the regulatory body that includes sufficient information to identify the previous disclosure and states that the discloser intends to make an emergency disclosure; and

  • the extent of the information disclosed in the emergency disclosure is no greater than is necessary to inform the journalist or member of parliament of the substantial and imminent danger.

4. Legal Protections for Disclosers 4.1 Identity protection (confidentiality) AIA will not disclose the identity of the Discloser or information that is likely to lead to the identification of the Discloser, unless the Discloser’s identity is disclosed:

  • with the consent of the Discloser;

  • to ASIC, APRA or a member of the Australian Federal Police;

  • to a legal practitioner for the purpose of obtaining legal advice or legal representation about the whistleblower provisions in the Corporations Act; and/or

  • to a person or body prescribed in the regulations.

If a Discloser raises a concern regarding a Protected Matter, information in the disclosure will only be disclosed by AIA if:

  • the Discloser consents to the disclosure of that information;

  • the information does not include or reveal the Discloser’s identity; or

  • AIA has taken all reasonable steps to reduce the risk that the Discloser will be identified from the information.

As part of an investigation, this information may need to be disclosed to people such as:

  • the Chief Executive Officer or the Chairman of the Audit, Finance and Risk Committee;

  • other managers to make inquiries or to conduct investigations or order external investigations as is deemed appropriate; and

  • disclosures to respondents to complaints to ensure that the person/s against whom allegations are made are given the opportunity to respond to any allegations.

If a Discloser does not consent to the limited sharing within AIA of their identity and the information provided by them as needed, this may limit AIA’s ability to progress their report and to take any action in relation to their disclosure. AIA will take steps to protect a Discloser’s identity (and any information in their report that is likely to identify them), including by:

  • limiting access to information relating to their report; and

  • carefully reviewing and potentially de-identifying certain aspects of their report as necessary.

It is noted that the identity of a Discloser may be deduced without there having been a breach of confidentiality or the provisions of this Policy with respect of anonymity, for example, if the nature of the Protected Matter points to one person having made it or the Discloser has told other people about the matters the subject of their report. If a Discloser believes that the confidentiality obligations outlined in this section have not been complied with, they should immediately report this to the Whistleblowing Officer or an investigation officer if one has been appointed. A discloser may also lodge a complaint with a regulator, such as ASIC, APRA or the ATO, for investigation.

Any breach of these confidentiality protections is illegal and may result in disciplinary action (up to and including termination of employment or engagement).

4.2 Protection from victimisation and detriment AIA will not tolerate any acts of detrimental conduct against a Discloser who has reported a Protected Matter, has assisted another employee in reporting a Protected Matter, or has participated in an investigation into a Protected Matter.

Any acts of detrimental conduct are themselves acts of misconduct, which will be dealt with under the AIA Grievance Procedure and may result in disciplinary action (up to and including termination of employment or engagement).

Staff should be aware that under the Whistleblower Laws, AIA must take reasonable precautions and exercise due diligence to protect Disclosers from detrimental conduct. The Whistleblower Laws also make it a criminal offence for an individual to threaten a Discloser or cause a Discloser to suffer loss, damage or injury. The Discloser can seek compensation or other remedies through the courts. This includes where a Protected Matter had not actually been reported, but that the would-be victimiser suspects that a Protected Matter report may be made.

Where a Discloser is subject to, or concerned about, any victimisation or detriment as referred to below, the Discloser should draw this negative treatment to the attention of the Whistleblower Officer.

Examples of detrimental conduct Detrimental conduct can take the form of:

  • dismissing an employee;

  • injuring an employee in his or her employment;

  • altering an employee’s position or duties to his or her disadvantage;

  • discrimination between an employee and other employees of AIA;

  • harassment or intimidation of a person;

  • any form of disciplinary action;

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

  • damage to a person’s property or reputation;

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

  • any other damage to a person.

Examples of conduct that is not detrimental conduct and is not in breach of this Policy include:

  • administrative action that is reasonable for the purpose of protecting a Discloser from detriment; or

  • managing a Discloser’s unsatisfactory work performance if the action is line with AIA’s performance management framework.

Some of the steps that may be taken by AIA to protect Disclosers from detrimental treatment may include:

  • monitoring and managing the Discloser’s treatment in the workplace;

  • providing a mechanism for Disclosers to lodge complaints if they believe their identity has been improperly disclosed or if they believe that they have been subject to victimisation;

  • implementing investigation processes where appropriate;

  • taking appropriate disciplinary action against any employees or contractors that breach the victimisation or confidentiality provisions of this Policy; and

  • providing support services.

AIA will look for ways to support all Disclosers who raise a concern, but it will not be able to provide non-employees with the same type and level of support that it provides to its employees. Where this policy cannot be applied to non-employees, AIA will still seek to offer as much support as reasonably practicable.

4.3 Protection from civil, criminal and administrative liability An eligible Discloser is also protected from liability for making the report (either by way of civil, criminal or administrative legal proceedings, or contractual or other remedies being sought against them). Further, information they disclose in a report made to a regulator or Commonwealth authority cannot be used in legal proceedings against them (except for proceedings in relation to giving false information). However, they will not be granted immunity from the consequences of any misconduct they have engaged in that is revealed by their report (including, but not limited to, any disciplinary action).

4.4 What should a Discloser do if a protection is breached? Where a Discloser believes a protection under law has been breached, they should raise this with the Whistleblowing Officer.

If a person suffers detriment because another person believes or suspects that they or another person has, proposes to make, could make or may make a report that qualifies for protection under the Corporations Act, that person can also seek compensation and other remedies through the courts if they suffer loss, damage or injury because of the disclosure, including if AIA fails to take reasonable precautions and exercise due diligence to prevent the detrimental conduct. A Discloser should seek legal advice if they are considering seeking such remedies.

5. Handling and Investigating a Disclosure AIA takes reports regarding Protected Matters very seriously. Reports regarding Protected Matters made under this Policy will be received and treated sensitively and will be dealt with promptly and objectively.

AIA’s response to a report will vary depending on the nature of the disclosure (including the amount of information provided).

The Whistleblowing Officer (or another person to whom a disclosure is referred in accordance with this Policy) is authorised to review each report and determine (based on any necessary preliminary inquiries) whether the report concerns a Protected Matter and if an investigation is necessary or appropriate in the circumstances. It may not be possible to investigate a report if AIA is not able to contact a Discloser to obtain sufficient information.

Where an investigation is appropriate and possible, an investigation officer (who may be internal or external to AIA) will be appointed to investigate the matter in a manner that is impartial to both the Discloser and the person(s) or business area reported.

The objective of an investigation is to determine whether there is enough evidence to substantiate the matters reported. The investigation officer is responsible for inquiring into the reported allegations and determining whether they are substantiated, partly substantiated, not able to be substantiated, or unsubstantiated. Although the investigation officer has ultimate discretion to determine the way a report is dealt with under this Policy, an investigation will typically involve:

  • gathering evidence, which may include interviewing the person who made the report (where they have disclosed their identity), any person(s) allegedly involved in the Protected Matter and any witnesses; and

  • any employees allegedly involved in the reported Protected Matter being afforded the opportunity to respond to the allegations as and when required by principles of procedural fairness.

Practically, the investigation officer may be able to investigate a matter more thoroughly or ably if a Discloser clearly consents to the disclosure of their identity (or information likely to lead to your identification) during the investigation. Where possible, the investigation officer may discuss this with a Discloser, taking into account their particular circumstances.

The timeframe for conducting investigations will differ depending on the nature of the disclosure, including its complexity, however, all disclosures will be investigated as promptly as is reasonably practicable.

The method for documenting and reporting the findings of an investigation will depend on the nature of the report. Any report prepared in relation to an investigation may be provided to a decision-maker in relation to the matter, subject to applicable confidentiality requirements, and remains the property of AIA. It will not be provided to a Discloser or any other person to whom a report relates.

Where an investigation identifies misconduct or other inappropriate conduct, AIA may take appropriate disciplinary action in its discretion. This may include, but is not limited to, terminating or suspending the employment or engagement of a person(s) involved in any such conduct.

If an investigation finds that criminal activity is likely to have occurred, the matter may be reported to the police and / or other regulatory authorities by the relevant area within AIA.

All employees of AIA must cooperate fully with any investigation that is undertaken.

5.1 Updating the Discloser The Discloser will be provided with regular updates, assuming the Discloser can be contacted. The frequency and timeframe of updates may vary depending on the nature of the disclosure. Updated may include the following:

  • confirming receipt of the report;

  • advising that an investigative process has begun (where an investigation is appropriate);

  • providing updates on the investigation status (even if there has been no progress); or

  • advising when an investigation has been closed.

While AIA may communicate the findings of an investigation to a Discloser or a person the subject of a report in its absolute discretion, it may not always be appropriate to communicate details of the outcomes of any investigation having regard to confidentiality and privacy considerations.

6. Fair Treatment AIA intends to support Disclosers making reports about Protected Matters and to put in place procedures to promote fair treatment of Disclosers. Equally, AIA intends to ensure the fair treatment of persons who are the subject of a report. This will be achieved by:

  • handling disclosures confidentially, where practical and appropriate in the circumstances;

  • ensuring each disclosure is subject to an assessment and, where appropriate, an investigation that is impartial;

  • ensuring secure record keeping processes that restrict information contained in disclosures about Protected Matters to those persons who may receive such information pursuant to this Policy; and

  • giving any employees allegedly involved in the reported Protected Disclosure an opportunity to respond to the allegations as and when required by principles of procedural fairness.

7. Access to This Policy This Policy will be made available to all AIA employees and officers by the following means:

  • on implementation, this Policy will be communicated to all employees and officers by way of email and followed up with an employee briefing session;

  • this Policy will otherwise be disclosed to employees and officers on commencement of employment;

  • this Policy will be available to employees on the shared file drive; and

  • to ensure persons outside of AIA can access this Policy, the Policy will also be published on AIA’s website.

8.1 Staff Staff will:

  • When making a disclosure under this Policy, ensure they have reasonable grounds on which to base the allegation(s).

  • Not victimise or cause a person to suffer detriment where a person makes or proposes to make a disclosure under this Policy.

8.2 Officers and senior management Officers (which includes a director or company secretary) and senior management will:

  • As an Eligible Recipient of a Protected Matter, identify a qualifying disclosure when it is received.

  • Promptly advise the Whistleblower Officer of any disclosure.

  • Not disclose a whistleblower’s identity or information likely to lead to their identification, unless that disclosure is authorised under the law.

  • Not victimise or cause a person to suffer detriment where a person makes or proposes to make a disclosure under this Policy.

8.3 Whistleblower Officer The Whistleblower Officer will:

  • As an Eligible Recipient of a Protected Matter, identify a qualifying disclosure when it is received.

  • Receive all disclosures and acknowledge receipt with the Discloser (if possible).

  • Agree appropriate investigation processes and oversee the conduct of an investigation.

  • Ensure that AIA and its employees have access to this Policy.

  • Not disclose a whistleblower’s identity or information likely to lead to their identification, unless that disclosure is authorised under the law.

  • Not victimise or cause a person to suffer detriment where a person makes or proposes to make a disclosure under this Policy.

  • Ensure the principles of natural justice are applied to the respondent(s) of any disclosure and investigation.

  • Report all disclosures and investigations to the CEO and the Audit, Finance & Risk Committee whilst ensuring compliance with the obligations under the Whistleblower Laws including in relation to confidentiality of an Eligible Whistleblower's identity.

  • Provide reporting to the Board as at 9. Reporting below.

  • Review this Policy in conjunction with the Audit, Finance and Risk Committee.

8.4 Audit, Finance and Risk Committee The Audit, Finance and Risk Committee will:

  • Determine an appropriate response to the outcome of any investigation including issues involving accounting and auditing matters.

  • Take appropriate corrective action when applicable.

  • Undertake periodic reviews of this Policy.

9. Reporting The AIA Board will receive summary information in relation to concerns raised under this Policy at the next meeting following receipt of information under this Policy. This may include, for example, a summary of the number, nature and outcome of matters that have been raised under this Policy. The Board may also be provided with additional information about any material incidents raised. Information received by the Board will be de-identified as required.

10. Reviewing and Updating the Policy This Policy will be reviewed every two years and may be varied, amended or replaced at any time at the absolute discretion of the AIA Board.