PROTECTED DISCLOSURE (‘WHISTLEBLOWER’) POLICY - effective 1st January 2020
1.1. Kentucky Fried Chicken Pty Ltdand KFC ADCO Ltd(collectively theCompany) arecommitted to ensuring integrity and honesty in theirbusiness practices, and recognises the important role that individuals can play to ensure this by disclosing any suspicious conduct that could occur.
1.2. This policy applies to individuals who make disclosures about suspected wrongdoing, who may also be described as ‘whistleblowers’or ‘disclosers’, and can include employees as well as other individuals with a connection to the Company such as contractors, suppliers, brokers and auditors or a relative or dependent of these individuals or their spouse.
1.3. The Company supports individuals who choose to speak up about suspected wrongdoing within the Company, and this policy provides information about the protections that exist for these individuals so theycan make these disclosures safely, and securely with the knowledge that they will be protected and supported by the Company to do so.
1.4. In particular, this policy aims to ensure that:
(a) individuals who disclose wrongdoing can do so safely, securely, and with confidence that they will be protected and supported;
(b) disclosures are dealt with appropriately and on a timely basis; and
(c) the Company’s procedures around receiving, handling and investigating disclosures are transparent.
1.5. By encouraging individualsto report suspected wrongdoing, we can ensure that the Company maintains its high standards of accountability and integrity,and its reputation in the community. Importantly, this also ensures compliance with the Company’s legal and regulatory obligations.
1.6. This policy will be made available on the Company’s intranet, Standards libraryand website. This policy applies to the Company, its Directors and employees.
1.7. The People CapabilityDirector, Human Resourceswill have overall responsibility for this policy and for its review annually. Line Managers will have implementation responsibilities.
2. When is a person protected under this Policy?
2.1.A person is protected under this policy if:
(a) they are an eligible whistleblower(see section 3); and
(b) they have made a disclosure in relation to a discloseable matter(see section 4); and
(c) they have made that disclosure to an eligible recipient or other prescribed person or entity (see section 5); or
(d) they have made a “public interest disclosure” (see paragraphs 7.8to 7.10) or an “emergency disclosure (see paragraphs 7.11to 7.13).
3. Who may make a protected disclosure under this policy?
3.1. The protections and procedures outlined in this Policy apply to all officers (such as directors), volunteers, auditors and employees of the Company, whether current or former.
3.2. The protections under this Policy also apply to any contractor, consultant, supplier, service provider, franchisee or licensee of the Company, whether current or former, and their employees or subcontractors.
3.3. The protections in this Policy also extend to the relatives, spouses of dependents of any of those persons.
3.4. These persons are called eligible whistleblowers.
4. What matters are protected when disclosed?
4.1. In order for the protections under this policy to apply, the eligible whistleblower must make a disclosure which relates to a disclosable matter. If the disclosure does not relate to a disclosable matter, it may not be protected by this policy or by whistleblower protection laws.
4.2. However, a person who makes a disclosure about a disclosable matter will still be an eligible whistleblower even if their suspicions turn out to be incorrect.
4.3. The following matters are disclosable matters where the discloser has reasonable grounds to suspect that:
(a) the information concerns misconduct, or an improper state of affairs or circumstances in relation to the Company or any related body corporate;
(b) the information indicates that the Company (or one of the Directors or employees of the Company) has engaged in conduct that breaches, or is an offence against:
(i) the Corporations Act 2001;
(ii) the ASIC Act
(iii) the Banking Act 1959;
(iv) the Financial Sector (Collection of Data) Act 2001;
(v) the Insurance Act 1973;
(vi) the Life Insurance Act 1995;
(vii) the National Consumer Credit Protection Act 2009;
(viii) the Superannuation Industry (Supervision) Act 1993;
(ix) an instrument of one of the above pieces of legislation;
(x) any Commonwealth law that is punishable by imprisonment for a period of 12 months or more;
(c) the information indicates the Company (or one of the Directors or employees of the Company) has engaged in conduct that represents a danger to the public or financial system.
4.4. Examples of disclosures that will be protected include a disclosure of information about:
(a) fraud, money laundering, or misappropriation of funds;
(b) financial irregularities;
(c) breach of legal or regulatory requirements;
(d) offering or accepting a bribe; or
(e) illegal conduct, like theft, or violence.
4.5. A disclosable matter is not limited to conduct that is in breach of a particular law; the expression “improper state of affairs” is deliberately broad in order to accommodate this. It can include, for example, unethical behaviours or practices, such as the fraudulent alteration of regulatory records.
4.6. The protections in this policy do not apply to a disclosure of information that is solely a personal work-related grievance and does not concern a detriment, or a threat of detriment, to the disclosing individual because of their disclosure. However, such a disclosure may be protected under other policies and legislation.
4.7. A personal work-related grievance is generally a grievance relating to an individual’s current or former employment or engagement that has implications for that person personally, and that do not have broader implications for the Company.
4.8. For example, an interpersonal conflict between employees, or a decision relating to employment, such as a promotion, or disciplinary action, will generally be a personal work-related grievance.
4.9. However, a personal work-related grievance may still qualify for protection under this policy if:
(a) it includes or is accompanied by information about a disclosable matter; or
(b) the Company breached employment laws punishable by 12 months’ imprisonment or more, engaged in conduct that represents a danger to the public, or the disclosure relates to information which suggests misconduct beyond the discloser’s personal circumstances;
(c) the discloser is threatened with or suffers from detriment for making a disclosure; or
(d) the discloser seeks legal advice or legal representation about whistleblower protections laws.
5. Who can receive a protected disclosure?
5.1. In order to qualify for the protections afforded by this policy and/or legislation, an eligible whistleblower must disclose the information about the discloseable matter to:
(a) the Australian Securities and Investments Commission (ASIC);
(b) the Australian Prudential Regulatory Authority (APRA);
(c) a Commonwealth regulatory body prescribed by regulation (including the Australian Tax Office);
(d) a legal practitioner for the purposes of obtaining representation or advice with respect to whistleblower protections; or
(e) an eligible recipient.
5.2. An eligible recipient is:
(a) a Director or senior executive of the Company (such as the CEO or Managing Director) or a related body corporate;
(b) an auditor or part of the team conducting an audit of the Company;
(c) an actuary of the Company; or
(d) any individual designated as a Whistleblower Protection Officer or Whistleblower Investigation Officer in the Appendix to this Policy.
5.3. The Company may authorise a person who is external to the Company to be a Whistleblower Protection Officer for the purposes of receiving disclosures.
What is the role of the Whistleblower Protection Officer?
5.4. You will have access to the assistance of a Whistleblower Protection Officer as designated in the Appendix to this Policy. The Whistleblower Protection Officer’s role is to:
(a) seek to protect you from detrimental conduct;
(b) assist you in maintaining your wellbeing;
(c) maintain your confidentiality, where relevant, including as required by law;
(d) review and consider any complaints of detrimental conduct or any concern that your disclosure has not been dealt with in accordance with this Policy; and
(e) escalate any matter the Whistleblower Protection Officer considers appropriate.
What is the role of a Whistleblower Investigation Officer?
5.5. A Whistleblower Investigation Officer is an employee of the Company designated in the Appendix to this Policy as being responsible for any investigation conducted pursuant to a protected disclosure, or any detrimental conduct that occurs in relation a protected disclosure.
What if a disclosure is made to the wrong person?
5.6. Disclosures are only eligible for protection under legislation if they are made to an eligible recipient as described in this Policy.
5.7. If you make a disclosure of a discloseable matter to someone other than an eligible recipient, the person receiving that disclosure must:
(a) advise you to make the disclosure to an eligible recipient;
(b) provide you with a copy of this policy;
(c) keep your identity confidential in accordance with section 6 of this Policy; and
(d) inform a Whistleblower Protection Officer that the disclosure has occurred, but not provide the details of that disclosure or your identity, and confirm that they have complied with these provisions.
6. What protections exist for disclosers?
6.1. If an individual covered by this Policy makes a disclosure that meets all of the requirements of section 2, then the individual will be eligible for certain protections.
6.2. The Company is committed to maintaining the confidentiality of the identity of a discloser.
6.3. If an eligible whistleblower discloses information about a discloseable matter, their identity and any information that could lead to their identification must be kept confidential. It is an offence for a person to identify a disclosing individual, or share information likely to lead to the identification of the individual, unless a legal exception applies.
6.4. The information contained in a disclosure can be further disclosed without your consent, including for the purposes of an investigation, only if:
(a) the information does not include your identity;
(b) the Company has taken all reasonable steps to reduce the risk that you will be identified from the information; and
(c) the disclosure is reasonably necessary for investigating the issues raised by the disclosure.
When can a person’s identity be revealed?
6.5. A people identify as a whistleblower can be disclosed to particular entities or individuals primarily to assist in the investigation of the complaint. Namely, the identity of the person can be disclosed to:
(c) the Australian Federal Police;
(d) to a legal practitioner for the purposes of obtaining advice or representation in relation to whistleblower protections; or
(e) to any person to whom the discloser has agreed to allow their identity to be revealed.
What measures does the Company have in place to ensure confidentiality?
6.6. The following measures are in place to ensure the confidentiality of information that has been disclosed:
(a) all paper and electronic documents and other materials relating to protected disclosures are stored securely;
(b) communications with disclosers will be through anonymous telephone hotlines, unless the discloser consents to alternative means of communication;
(c) disclosers may adopt a pseudonym which will be utilised for the purposes of the investigation;
(d) personal information about the discloser will be redacted where doing so will not, in itself, identify the discloser;
(e) the discloser will be referred to in a gender-neutral context;
(f) all information relating to a protected disclosure can only be accessed by those directly involved in managing and investigating the protected disclosure;
(g) only a restricted number of people who are directly involved in handling and investigating a protected disclosure are made aware of a discloser’s identity or information that is likely to lead to the identification of the discloser;
(h) communications and documents relating to the investigation of a protected disclosure are not sent to an email address or to a printer that can be accessed by other staff; and
(i) each person who is involved in handling and investigating a protected disclosure is reminded that they should keep the identity of the discloser and the protected disclosure confidential and that an unauthorised disclosure of a discloser’s identity may be a criminal offence.
6.7. If a discloser believes that their confidentiality has been breached, they may lodge a complaint with the Whistleblower Protection Officer who may escalate the matter for further investigation and action in response to the potential breach of confidentiality.
6.8. Please note that the Company’s ability to protect you identify may be hindered if:
(a) you have previously informed people that you intend to make a disclosure; or
(b) the information in the disclosure is known to only a limited number of people; or
(c) the information in the disclosure was told to you privately and in confidence.
Protection from detrimental acts or omissions
6.9. The Company understands that people may not wish to make a disclosure for fear of reprisals.
6.10. To minimise this, both legislation and this policy prohibit any individual engaging in Detrimental Conduct against a discloser.
6.11. Detrimental Conduct is conduct, or the threat of conduct, that causes or may cause detriment to the discloser where the person engages in that conduct because of a belief or suspicion that the discloser has made, could make, proposes to make, or may have made a protected disclosure, and includes (but is not limited to):
(a) termination of employment;
(b) harassment, bullying or intimidation;
(c) harm or injury, including psychological harm;
(d) damage to reputation; or
(e) any other damage to a person.
6.12. Please note that it may be necessary to relocate a discloser in order to protect them from detriment. Whilst this may look like Detrimental Conduct, as it is designed to protect the discloser it is not contrary to the legislation.
6.13. Similarly, disclosers are protected from Detrimental Conduct only if that conduct is because of their disclosure. If the discloser is liable for other administration action, such as performance management, which is unrelated to their disclosure, then this is also not Detrimental Conduct.
What measures does the Company have in place to protect against Detrimental Conduct?
6.14. As soon as practicable after receiving a protected disclosure, the Whistleblower Protection Officer will make an assessment of the risk of Detrimental Conduct occurring against the discloser or any other staff.
6.15. The Company and designated Whistleblower Protection Officers will take all reasonable steps to protect a discloser from any potential Detrimental Conduct and will take any action that the Company considers appropriate where such conduct is identified. The Company may take pre-emptive action to protect you from detriment, such as requiring you to perform your duties at a different location, so long as this does not undermine confidentiality.
6.16. The Company also strictly prohibits all forms of Detrimental Conduct against people who are involved in an investigation arising out of a protected disclosure in response to their involvement in that investigation.
6.17. If Detrimental Conduct occurs, the discloser may make a complaint to the Whistleblower Protection Officer.
6.18. The Whistleblower Protection Officer may refer the matter for further investigation by a Whistleblower Investigation Officer, which may lead to disciplinary action being taken in relation to the Detrimental Conduct.
6.19. Individuals should note that if they suffer loss, damage, or injury because of their protected disclosure, they may be eligible to seek compensation or other remedies in a court of law.
6.20. If a discloser believes that they have suffered Detrimental Conduct as a result of their protected disclosure, they should seek independent legal advice, or advice from a regulatory entity such as ASIC or APRA, as to their options.
What other assistance will the Company provide?
6.21. If at any time a discloser requires support or assistance to manage their wellbeing, they should advise the relevant Whistleblower Protection Officer who has been assisting them.
6.22. The Whistleblower Protection Officer will take any action they consider appropriate and practicable to support the discloser. Action may include:
(a) relocation of the discloser to another role and/or location; or
(b) changes to a discloser’s workplace or manner or performing duties.
Other legal protections
6.23. A discloser who makes a protected disclosure will also be legally protected from liability for civil, criminal, and administrative claims against them in relation to the making of the protected disclosure. You should seek independent legal advice before advancing such a claim.
6.24. Civil claims are claims for breach of contract or duty, such as breach of an employment or supplier contract.
6.25. Criminal claims are claims relating to criminal offences, such as the unlawful release of information.
6.26. Administrative claims are internal claims, such as disciplinary action.
6.27. These protections do not apply to any misconduct by a discloser revealed in their disclosure.
7. How do I make a disclosure?
7.1. This policy details how individuals may make protected disclosures through the Company’s internal processes. An individual may still make a protected disclosure to ASIC, APRA or another prescribed Commonwealth regulator.
7.2. A discloser’s first step in making a protected disclosure should be contacting a designated Whistleblower Protection Officer with the information they intend to make a protected disclosure about.
7.3. A discloser may contact a Whistleblower Protection Officer by emailing https://erstrategies.com.au/whistleblower/kfc or by calling the Whistleblower Hotline on 1300 KFC PRO (1300 532 776) for protected disclosures. Alternatively, you may wish to arrange to speak with a particular Whistleblower Protection Officer or other eligible recipient listed at section 5 directly.
7.4. Whilst all disclosers are encouraged to share their identity when making a disclosure, as it will make it easier for the Company to address a disclosure, you are not required to do so and will be protected by this policy and by whistleblower protection legislation regardless.
7.5. If a discloser wishes to make a protected disclosure anonymously, they can lodge a written disclosure at https://erstrategies.com.au/whistleblower/kfc .
7.6. If a disclosure is made anonymously, the Company will assess the disclosure in the same way as if you had revealed your identity. However, there may be some practical limitations in conducting the investigation if the disclosure is anonymous.
7.7. Once a protected disclosure has been made to a Whistleblower Protection Officer or any of the eligible recipients listed at section 5 of this Policy, the information disclosed will be forwarded to a Whistleblower Investigation Officer to commence an investigation into the protected disclosure.
Public interest disclosures
7.8. If a person makes an eligible disclosure to ASIC, APRA or other prescribed Commonwealth regulatory body, they may be able to make a public interest disclosure to a journalist or member of an Australian parliament (i.e. the Parliament of Australia or the Parliament of a State or Territory).
7.9. At least 90 days must have passed since the disclosure was made ASIC, APRA or other Commonwealth regulatory body, and:
(a) you have reasonable grounds to believe that no action has been, or is being, taken in relation to your disclosure; and
(b) you must have reasonable grounds for believing that making a further disclosure of the information is in the public interest; and
(c) before making any further disclosure, you must give written notice to the Commonwealth body to which you made the earlier disclosure that you intend to make a public interest disclosure
7.10. Before making such a disclosure, it is recommended that a person seek independent legal advice to ensure that such a disclosure will satisfy the relevant criteria for legal protection. It is important that you understand the specific criteria for an emergency disclosure in order to qualify for protection.
7.11. A person who makes an eligible disclosure to ASIC, APRA or other prescribed Commonwealth regulatory body can, in some circumstances, make an emergency disclosure to a journalist or member of an Australian parliament (i.e. the Parliament of Australia or the Parliament of a State or Territory).
7.12. In order to make an emergency disclosure:
(a) you must have previously made a disclosure to ASIC, APRA or other prescribed Commonwealth regulatory entity; and
(b) you have reasonable grounds to believe that the information concerns a substantial and imminent danger to the health and safety of a person/s or to the natural environment; and
(c) before making any further disclosure, you must give written notice to the Commonwealth body to which you made the earlier disclosure that you intend to make an emergency disclosure;
(d) you disclose no more information to the journalist or parliamentarian than is necessary to inform them of the substantial and imminent danger.
7.13. Before making such a disclosure, it is recommended that a person seek independent legal advice to ensure that such a disclosure will satisfy the relevant criteria for legal protection. It is important that you understand the specific criteria for an emergency disclosure in order to qualify for protection.
8. How will a disclosure be investigated?
Before the investigation
8.1. The Whistleblower Protection Officer will carry out a preliminary review of the disclosure and will determine:
(a) whether the disclosure qualifies for protection; and
(b) whether the information disclosed should be investigated.
8.2. Whilst not all protected disclosures will necessarily lead to an investigation, they will be assessed and a decision made as to whether they should be investigated.
8.3. For example, the Whistleblower Protection Officer may decide that the information disclosed does not fall within the requirements under this Policy and the law for a protected disclosure, or the information disclosed may have already been investigated.
8.4. This preliminary review also serves to ensure that individuals mentioned in a protected disclosure receive fair treatment in determining whether there is enough evidence to support the making of such a disclosure against the individual.
8.5. The Company’s response to a protected disclosure will vary depending on its nature (including the amount of information provided). The Whistleblower Protection Officer will advise you of the decision to commence or not commence an investigation, unless the Whistleblower Protection Officer has no means to contact you, within 7 business days of receiving a disclosure.
8.6. If the Whistleblower Protection Officer decides that the information disclosed will be investigated, the Whistleblower Protection Officer will conduct or commission an investigation to be conducted by a Whistleblower Investigation Officer.
8.7. Please note that the Whistleblower Protection Officer or other eligible recipient cannot disclose your identity to the Whistleblower Investigation Officer without your consent. You may be asked to consent to your identity being disclosed to the Whistleblower Investigation Officer for the purposes of conducting any investigation. Please be aware that if you choose to remain anonymous, an investigation may not be able to be carried out as the Whistleblower Investigation Officer may not be able to contact you.
During the investigation
8.8. Investigations will follow a fair process, be conducted in as timely a manner as the circumstances allow, and be independent of any person(s) about whom information has been disclosed. The Company will endeavour for investigations of protected disclosures to be concluded within 14 business days of referral for investigation, although this may be longer depending on the nature of the matters disclosed.
8.9. The Whistleblower Investigation Officer will, as appropriate and as much as possible, provide you with feedback on the progress and expected timeframes of the investigation, unless the Whistleblower Investigation Officer has no means to contact you. You can expect to be advised of the commencement and conclusion of the investigation, and at least fortnightly if the investigation extends for longer than 14 days.
8.10. Provided there are no restrictions or other reasonable bases for doing so, persons against whom information has been made disclosed will be informed of the protected disclosure and will have an opportunity to respond to any information from a protected disclosure, and be provided with natural justice and procedural fairness.
8.11. You can choose to remain anonymous during the investigation and once the investigation is finalised. You may refuse to answer any question which you feel may reveal your identity. If you wish to remain anonymous during the investigation process, we recommend that you maintain contact with the individual to whom the disclosure was made.
After the investigation
8.12. The investigation may conclude with a report from the Whistleblower Investigation Officer or other investigator. The report will include findings on the information disclosed and a summary of the evidence on which the findings are based.
8.13. To the extent permitted under applicable laws, the Whistleblower Investigation Officer may inform you and/or a person against whom information has been disclosed of the findings. Any report will remain the property of the Company and will not be shared with you or any person against whom information is disclosed.
8.14. Unless you have consented to your identity being disclosed, the report will not include any information which may allow you to be identified in accordance with the processes set out at paragraph 6.6 above.
8.15. You will be informed of the outcome of any investigation on the basis that the matters raised in your disclosure are either substantiated or not substantiated. The Company’s other obligations of confidentiality mean that it will generally not be appropriate for you to be advised of any disciplinary outcome of the investigation.
9. Ensuring fair treatment
9.1. It is important that disclosures made in reliance on this Policy are not permitted to be a means of abuse.
9.2. As such, all employees who are mentioned in a disclosure, including employees
who are the subject of the disclosure, will be afforded fair treatment by:
(a) ensuring that disclosures are handled with all appropriate confidentiality;
(b) each disclosure will be assessed and may be subject to an investigation;
(c) the objective of any investigation is to determine whether there is enough evidence to substantiate or refute the matters disclosed;
(d) where an investigation needs to be undertaken, it will be fair, objective, and as far as reasonably possible independent;
(e) an employee who is the subject of an investigation will be afforded all appropriate natural justice, including the right to present evidence to the investigator, and may avail themselves of the Company’s EAP services.
10. Policy Access
10.1. This Policy is to be prominently displayed on a notice board in each working area by means of a scannable QR link. Copies of this Policy will be available on request to employees.
10.2. Existing employees will be advised of this Policy in staff meetings.
10.3. A copy of this Policy is to be shown to all prospective employees as part of the training and on-boarding process.
10.4. A copy of this Policy will also be made available on the Company’s public website. External entities who have responsibilities under this Policy, including the Company’s auditors and actuaries, will be advised of this Policy as it is published on the Company’s public website.
11.1. Responsibilities of various individuals covered by this Policy are outlined in the Appendix to this Policy.
11.2. Persons who require further assistance in understanding their responsibilities under this Policy or who wish to undertake specialised training in relation to their responsibilities may contact the People Capability Director, Human Resources, to arrange this.
APPENDIX TO PROTECTED DISCLOSURE (‘WHISTLEBLOWER’) POLICY
The below table outlines the individuals designated responsibilities of individuals in relation to this Policy. Except in exceptional circumstances, in order to protect the Whistleblower, a person who is appointed as a Whistleblower Protection Officer cannot be appointed as a Whistleblower Investigation Officer in relation to the same matter.
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Whistleblower Protection Officer: People Field Operations Director – Kentucky Fried Chicken Pty Ltd
comply with this policy, in particular paragraphs 5.4 and 6.1 – 6.27 of this Policy.
a Whistleblower Investigation Officer, meaning: The current People & Culture Business Partner, Kentucky Fried Chicken Pty Ltd, or delegated Third Party investigator.
comply with this policy, in particular sections 6 and 8 of this Policy.
• Director or senior executive of the Company;
• comply with this policy;
an employee of the Company
• comply with this policy; and