Whistleblowing Policy

Approved by the Board in January 2024

Our Commitment

Wentworth Capital Private Equity Pty Ltd (ACN 160 297 567), its subsidiaries and its associates (collectively Wentworth) has a long standing commitment to conducting its business with honesty and integrity. Wentworth is committed to the highest standards of conduct and ethical behaviour in all of our business activities, and to promoting and supporting a culture of honest and ethical behaviour, corporate compliance and good corporate governance.

Wentworth encourages the reporting of any instances of suspected unethical, illegal, fraudulent or undesirable conduct involving Wentworth’s businesses, and will ensure that those persons who make a report shall do so without fear of intimidation, disadvantage or reprisal.

This Policy details the framework for receiving, investigating and addressing allegations of criminal, dishonest or unethical behaviour where that behaviour concerns the activities of Wentworth or current and former officers, agents, employees and contractors of Wentworth.

Alastair Nash
Chief Executive Officer
Wentworth

1. Definitions

1.1 Terms defined in this document

In this document these terms have the following meanings:

AFS licence
Australian financial services licence.
APRA
Australian Prudential Regulation Authority.
ASIC
Australian Securities and Investments Commission.
Board
Wentworth’s board of directors.
Corporations Act
Corporations Act 2001 (Cth).
Independent Whistleblower Service
Wentworth’s external auditor identified in section 7.5.
Wentworth
Wentworth Capital Pty Ltd is the Australian Financial Services Licensee, including its subsidiaries, affiliates or entities effectively controlled by Wentworth or that act on its behalf.
Policy
The Whistleblower Policy of Wentworth (this document).
Protected Disclosure
The meaning given in section 4.
Reportable Conduct
The meaning given in section 6.
Responsible Manager
A senior staff member with direct responsibility for making significant day-to-day decisions about the financial services offered by Wentworth, and who hold the relevant skills and experience for this purpose.
Whistleblower
  1. (a)
    a current or former:
    1. (i)
      employee of Wentworth;
    2. (ii)
      officer of Wentworth;
    3. (iii)
      contractor, or an employee of a contractor who has supplied goods or services to Wentworth; or
    4. (iv)
      associated individual of Wentworth.
  2. (b)
    a spouse, relative or dependant of one of the people referred to at (a);

who makes or attempts to make a disclosure (whether anonymously or not).

Whistleblower Investigations Officer (WIO)
A designated Wentworth representative tasked with the responsibility of conducting preliminary investigations into reports received from a Whistleblower. The role of the WIO is to investigate the substance of the complaint to determine whether there is evidence in support of the matters raised or, alternatively, to refute the report made.
Whistleblower Protection Officer (WPO)
A designated Wentworth representative tasked with the responsibility of protecting and safeguarding the interests of Whistleblowers within the meaning of this Policy. The WPO will have access to independent financial, legal and operational advisers as required.
Whistleblower Register
A record of all reports of Reportable Conduct received, the investigation process undertaken and any actions taken to resolve the matter.

2. Purpose

The objectives of this Policy are to:

  1. (a)
    provide Whistleblowers with a clear framework within which to make an allegation as a Protected Disclosure;
  2. (b)
    ensure any reports of Reportable Conduct are dealt with appropriately;
  3. (c)
    provide Whistleblowers with a clear understanding of how allegations will be handled;
  4. (d)
    protect Whistleblowers from victimisation, detriment and retaliation;
  5. (e)
    support Whistleblowers throughout the reporting process; and
  6. (f)
    afford natural justice and procedural fairness to anyone who is the subject of an allegation of Reportable Conduct.

3. Who does this Policy apply to?

The Policy applies to:

  1. (a)
    a current or former:
    1. (i)
      employee of Wentworth;
    2. (ii)
      officer of Wentworth;
    3. (iii)
      contractor, or an employee of a contractor who has supplied goods or services to Wentworth; or
    4. (iv)
      associated individual of Wentworth.
  2. (b)
    a spouse, relative or dependant of one of the people referred to at (a);

who makes or attempts to make a Protected Disclosure (whether anonymously or not) (each a Whistleblower).

4. Protected Disclosures

4.1 What is a Protected Disclosure?

A “Protected Disclosure” is a report of Reportable Conduct made in accordance with the Policy.

To be protected under the Policy, a Whistleblower must:

  1. (a)
    be acting honestly with genuine or reasonable belief that the information in the allegation is true or likely to be true;
  2. (b)
    make the disclosure in accordance with the Policy; and
  3. (c)
    not themselves have engaged in serious misconduct or illegal conduct in relation to the Reportable Conduct.

Wentworth promotes a culture that encourages the reporting of Reportable Conduct and where a Whistleblower makes a Protected Disclosure, that person will be protected from disciplinary action, victimisation, detriment, retaliation or claims by Wentworth as a result of having made the report.

The Whistleblower must, at all times during the reporting process, continue to comply with the Policy.

Whilst Wentworth encourages a person to make a disclosure in accordance with the processes set out in this Policy, it notes that disclosures may be made to ASIC or APRA in accordance with the Corporations Act.

In addition to the protections available under this Policy a Whistleblower may be protected at law if they make a public interest disclosure or an emergency disclosure in accordance with the relevant statutory regime.

These statutory regimes detail the limited ways in which a person may disclose their concerns to the public, if a public disclosure is made in any way other than as set out in sections 4.2 and 4.3 below the relevant statutory protections will not apply.

4.2 Public Interest Disclosure

As at the date of the Policy to qualify for public interest disclosure protection under the Corporations Act a discloser:

  1. (a)
    must have made an eligible report to ASIC or APRA1;
  2. (b)
    must confirm that at least 90 days have passed since the report was made;
  3. (c)
    does not have reasonable grounds to believe that action has been or is being taken to address the matters raised in the report;
  4. (d)
    reasonably believes further disclosure is in the public interest;
  5. (e)
    has provided ASIC or APRA (whichever received the initial report) with written notification that identifies the previous report and that they intend to make a public interest disclosure;
  6. (f)
    disclose information that is not greater than necessary to inform the recipient of the misconduct, or improper state of affairs2; and
  7. (g)
    make the disclosure to:
    1. (i)
      a member of Parliament of the Commonwealth, the Parliament of a State, or the legislature of Territory; or
    2. (ii)
      a journalist3.

4.3 Emergency Disclosure

As at the date of the Policy to qualify for emergency disclosure protection under the Corporations Act a discloser:

  1. (a)
    must have made an eligible report to ASIC or APRA4;
  2. (b)
    reasonably believes that the information concerns a substantial and imminent danger to the health or safety of one or more persons or to the natural environment;
  3. (c)
    has provided ASIC or APRA (whichever received the initial report) with written notification that identifies the previous report and that they intend to make an emergency disclosure;
  4. (d)
    disclose information that is not greater than necessary to inform the recipient of the substantial and imminent danger5; and
  5. (e)
    make the disclosure to:
    1. (i)
      a member of Parliament of the Commonwealth, the Parliament of a State, or the legislature of Territory; or
    2. (ii)
      a journalist6.

5. Protections

Wentworth will work to ensure Whistleblowers are not discriminated against, victimised, suffer detriment or disadvantaged in their employment or engagement with Wentworth, even if the report is subsequently determined to be incorrect or not substantiated.

Wentworth will investigate any reports of adverse action taken against the Whistleblower. If proven, those who have engaged in such behaviour may be subject to disciplinary proceedings and potential criminal and civil liability under the Corporations Act.

Wentworth will take all reasonable steps to reduce the risk that the Whistleblower will be identified as a result of the disclosure and to ensure the identity of a Whistleblower remains confidential throughout the investigation process. Wentworth will not disclose a Whistleblower’s identity unless:

  1. (a)
    the Whistleblower consents to the disclosure of their identity;
  2. (b)
    disclosure of the Whistleblower’s identity is required, authorised or compelled by law.

In circumstances where, for any reason, the identity of the Whistleblower is known outside of the investigation process, Wentworth will take reasonable steps to protect the Whistleblower from retaliatory or discriminatory action where it has sufficient authority to do so. Wentworth has no power to offer any person immunity against prosecution in the criminal jurisdiction or from any civil action which may be brought against the Whistleblower or Wentworth.

The Corporations Act7 protects Whistleblowers against certain legal actions related to making an eligible disclosure including:

  1. (a)
    criminal prosecution (and the disclosure cannot be used against the Whistleblower in a prosecution, unless the disclosure is false);
  2. (b)
    civil litigation (such as for breach of employment contract); or
  3. (c)
    administrative action (including disciplinary action).

This protection does not grant a Whistleblower immunity from any misconduct they were involved in that is revealed in the disclosure.

The Corporations Act8 imposes civil and criminal sanctions on persons including:

  1. (a)
    anyone who causes detriment to the Whistleblower is guilty of an offence and may be liable for damages; or
  2. (b)
    the person receiving the Protected Disclosure report commits an offence if they disclose the substance of the report or the Whistleblower’s identity, without the Whistleblower’s consent, to anyone except ASIC, the Australian Federal Police or where that disclosure has been made in accordance with the Policy, in particular the confidentiality and privacy provisions under section 8.

In some jurisdictions, in addition to the protections provided for under this Policy, a person making an allegation of Reportable Conduct may be protected by local law from civil and/or criminal proceedings, and, against retaliatory or discriminatory action as a result of having made an allegation protected by applicable local law. Whistleblowers should be aware that, in some jurisdictions, making an allegation to a government authority without using Wentworth’s internal procedure may result in the loss of whistleblower protection available under this Policy.

6. Reportable Conduct

6.1 What is Reportable Conduct?

Reportable Conduct is any of the following conduct (or the deliberate concealment of such conduct) that a Whistleblower has reasonable grounds to believe raises any concern (whether actual or suspected) in relation to:

  1. (a)
    dishonest, fraudulent or corrupt activity, including bribery or other activity in breach of Wentworth’s Code of Conduct;
  2. (b)
    criminal conduct (such as theft, drug sale or use, violence, harassment or intimidation, criminal damage to property or other breaches of state or federal law);
  3. (c)
    failure to comply with any legal or regulatory obligation;
  4. (d)
    unfair or unethical dealing with an investor, other customer, contractor or supplier (including a potential investor, customer, contractor, supplier or their employees);
  5. (e)
    unethical or other serious improper conduct, including breaches of Wentworth’s policies;
  6. (f)
    misconduct, or an improper state of affairs or circumstances;
  7. (g)
    any behaviour that poses a serious risk to the health and safety of any person at the workplace; or public health or safety or the environment;
  8. (h)
    offence against, or a contravention of, a provision of the Corporations Act or an instrument made under it; or
  9. (i)
    offence against any other law of the Commonwealth that is punishable by imprisonment for a period of 12 months or more.

6.2 What is not Reportable Conduct?

Reportable Conduct excludes “personal work-related grievances”. Personal work-related grievances include, but are not limited to:

  1. (a)
    an interpersonal conflict between the discloser and another employee;
  2. (b)
    a decision relating to the engagement, transfer or promotion of the discloser;
  3. (c)
    a decision relating to the terms and conditions of engagement of the discloser; and
  4. (d)
    a decision to suspend or terminate the engagement of the discloser, or otherwise to discipline the discloser.9

7. How to report

A Protected Disclosure may be made using the reporting channels outlined below. The availability of each channel depends on whether the Whistleblower is external or internal to Wentworth (see sections 7.1 and 7.2, respectively).

Whilst the Corporations Act may allow alternative disclosure procedures the company would prefer Whistleblowers use the channels described below.

7.1 External Whistleblowers

External Whistleblowers can contact either:

  1. (a)
    the Independent Whistleblower Service to make a report (see section 7.5 below for more information); or
  2. (b)
    Wentworth’s Responsible Managers.

7.2 Internal Whistleblowers

Internal Whistleblowers may use any of the following channels of communication to make a report:

  1. (a)
    verbally or in writing to their immediate supervisor or department manager;
  2. (b)
    verbally or in writing to a Wentworth WPO (see section 7.3 of this Policy below for WPO contact information); or
  3. (c)
    if for any reason the Whistleblower does not feel they are able to use the internal channels, they may contact the Independent Whistleblower Service (see section 7.5 below for more information).

At any time, an employee who is unsure about whether to make a Protected Disclosure will be entitled to discuss the matter in confidence with their immediate supervisor or department manager or a WPO.

In the event a Whistleblower does not formally make a Protected Disclosure, Wentworth may nevertheless be compelled to act on the information provided if that information reasonably suggests Reportable Conduct has occurred or may occur.

Where the Whistleblower believes Wentworth’s internal processes are inappropriate because:

  1. (a)
    the alleged Reportable Conduct involves a WPO or an executive officer of Wentworth; or
  2. (b)
    the Whistleblower considers the matter should not be referred to a WPO; then,

the Whistleblower may make that report to the WIO or use the Independent Whistleblower Service.

7.3 Wentworth’s Whistleblower Protection Officers (WPOs)

Each WPO is appointed by a director of Wentworth to:

  1. (a)
    safeguard the interests of a Whistleblower;
  2. (b)
    assess the immediate welfare and protection needs of a Whistleblower and, where the Whistleblower is an employee, seek to foster a supportive work environment; and
  3. (c)
    respond as appropriate and necessary to any concerns or reports of victimisation or detriment by a Whistleblower.

Wentworth’s WPOs are:

  • Simon Curtis (Head of Finance and Operations); and
  • Bradley Bowton (Non-Executive Chairman).

The WPOs may be contacted:

  1. (a)
    via email at simon.curtis@wentworthcp.com.au or brad.bowton@cacepartners.com.au;
  2. (b)
    in person; or
  3. (c)
    via post to the attention of “The Whistleblower Protection Officers” at 136-138 Cumberland Street, The Rock, Sydney, 2000.

If a complainant is uncertain about how to contact a WPO, they may seek clarification from their supervisor or manager, or consider using the Independent Whistleblower Service.

7.4 Whistleblower Investigations Officer (WIO)

Wentworth has also appointed a WIO who will carry out or supervise the investigation of reports made under this Policy. The current WIO is the Company Secretary.

The WPO and WIO act independently of each other and the responsibilities of these roles do not reside with one person.

7.5 Independent Whistleblower Service

If a Whistleblower is not comfortable or able to report misconduct internally, they may make a report via the Independent Whistleblower Service. Wentworth has appointed its external auditor, Steven Watson, to provide this service.

The Independent Whistleblower Service acts as the intermediary, providing the means for Whistleblowers to retain anonymity, whilst enabling Wentworth to obtain further information if required. All reports received by the Independent Whistleblower Service are reported to Wentworth WPOs in accordance with this Policy. The Independent Whistleblower Service also enables the Whistleblower to receive updates from Wentworth.

The Independent Whistleblower Service enables reports to be made anonymously and confidentially.

Whilst Wentworth would prefer Whistleblowers to disclose their identity in order to facilitate any investigation, Whistleblowers are not required to identify themselves and will not be named in any report to Wentworth unless they have consented to their identity being disclosed.

The Independent Whistleblower Service reporting options include:

In the event a report received by the Independent Whistleblower Service relates to a WPO, the Independent Whistleblower Service will exclude the relevant WPO from all communications when reporting that report to Wentworth for investigation. The WPOs who are not named in the report will then determine how the matter should be investigated.

If a report relates to all WPOs, the Independent Whistleblower Service will refer the report directly to the WIO.

The Independent Whistleblower Service remains the independent intermediary at all times and will only communicate with Wentworth’s WPOs, or the WIO where applicable.

7.6 Consequences of making a false report

Anyone who knowingly makes a false report of Reportable Conduct, or who otherwise fails to act honestly with reasonable belief in respect of the report may be subject to disciplinary action, including dismissal (in the case of employees) or professional conduct sanction (in the case of members).

The disciplinary action or sanction will depend on the severity, nature and circumstance of the false report.

8. Confidentiality and Privacy

Wentworth will take all reasonable steps to reduce the risk that the Whistleblower will be identified as a result of the disclosure and to ensure the identity of a Whistleblower remains confidential throughout the investigation process. Wentworth will not disclose a Whistleblower’s identity unless:

  1. (a)
    the Whistleblower consents to the disclosure of their identity;
  2. (b)
    disclosure of the Whistleblower’s identity is compelled by law;
  3. (c)
    disclosure is necessary to prevent a serious threat to any person’s health or safety; or
  4. (d)
    it is necessary to protect or enforce Wentworth’s legal rights or interests or to defend any claims.

Whistleblowers can report anonymously. If someone other than a WPO receives a Whistleblower report they must not disclose that report to anyone other than a WPO or the WIO (whichever is appropriate).

Unauthorised disclosure of the Whistleblower’s identity or information from which the identity of the Whistleblower could be inferred will be regarded as a disciplinary matter and will be dealt with in accordance with Wentworth’s disciplinary procedures. In some circumstances disclosure of the Reportable Conduct and the identity of the Whistleblower or information that is likely to lead to the disclosure of the Whistleblower’s identity may be a criminal and civil offence under the Corporations Act.

Where a Protected Disclosure is made anonymously through the Independent Whistleblower Service, Wentworth will use reasonable efforts to ensure the process of investigating the report does not lead to the Whistleblower being identified.

A Whistleblower must keep all information relating to any allegation confidential at all times, both during any investigation process and following any resolution of an allegation. The WPO and WIO will only disclose information to a person not connected with the investigation if:

  1. (a)
    the Whistleblower has been consulted and has consented to the disclosure; or
  2. (b)
    it is required or permissible by law.

9. Investigation

9.1 Receipt and assessment of reports

A Whistleblower’s report may only be investigated and acted upon following referral to a WPO. Whilst a person is encouraged to make their report directly to a WPO, any other eligible person (such as an officer) who receives a report of Reportable Conduct must immediately refer it to a WPO, take no further action and keep the report confidential.

Once received, all allegations of Reportable Conduct pursuant to this Policy must be referred to the WPOs (or appropriate person if WPO circumvented due to a conflict contemplated by this policy) and include, at a minimum, the following details the:

  1. (a)
    date the Whistleblower made the report;
  2. (b)
    date and substance of the Reportable Conduct;
  3. (c)
    identity and level of seniority of the alleged wrongdoer;
  4. (d)
    level of risk associated with the alleged wrongdoing.

All Protected Disclosures will ultimately be reported to the Board, either as part of the Whistleblower Register, or as standalone agenda items in circumstances where the WPOs determine this is warranted or necessary.

The WIO will determine whether sufficient information exists to allow the report(s) to be investigated, whether an investigation is required, and, if so, determine the appropriate investigation process, including:

  1. (a)
    the nature and scope of the investigation;
  2. (b)
    who will conduct the investigation and whether that person should be external to Wentworth;
  3. (c)
    the nature of any technical, financial or legal advice that may be required; and
  4. (d)
    a timeframe for the investigation (having regard to the allocated level of risk).

The Whistleblower will, if Wentworth deems it appropriate and permissible to do so, be provided with initial feedback and informed on a continuing basis as to the nature and progress of the investigation.

Wentworth may be required to refer an allegation of Reportable Conduct to the Police or other agency (eg ASIC). In such circumstances, Wentworth may not be able to keep a Whistleblower informed on the progress of a Protected Disclosure.

9.2 Investigation findings

Wentworth will apply principles of procedural fairness and natural justice to the conduct of any investigation and resultant findings arising under this Policy.

The person leading any investigation will report their findings to the relevant WPO (or directly to the WIO if the WPOs have been circumvented due to a conflict as contemplated by this Policy) and advise the recommended course of action (if any) that Wentworth should take in response to the findings. Such action may include a disciplinary process or another form of escalation of the report within or outside of Wentworth and its subsidiaries.

The WIO will determine the action (if any) to be taken. If appropriate, and subject to any applicable confidentiality, privacy or legal constraints, the WPO may notify the Whistleblower of the conclusion of the investigation and the action taken.

9.3 Record keeping and accountability

Wentworth’s Company Secretary is the officer responsible for:

  1. (a)
    establishing and maintaining the Independent Whistleblower Service;
  2. (b)
    generating and distributing the Independent Whistleblower Service details to the WPOs;
  3. (c)
    communicating this Policy and the Independent Whistleblower Service details to Wentworth business units and members; and
  4. (d)
    otherwise ensuring maintenance and adherence to this Policy.

Wentworth will establish and maintain a Whistleblower Register.

The WPOs will:

  1. (a)
    coordinate and support the impartial investigation of Protected Disclosures;
  2. (b)
    submit a quarterly summary report to the Board, which whilst maintaining confidentiality, provides statistics of:
    1. (i)
      the number of reports received, per quarter;
    2. (ii)
      for each report, the type of misconduct alleged, the level of seniority of the alleged wrongdoer and the level of perceived risk;
    3. (iii)
      for each report, the time taken to investigate it;
    4. (iv)
      the conclusion of each investigation (upholding or dismissing the report) and the nature of the action taken (such as disciplinary action).

The WIO shall periodically review the Whistleblower Register to ensure that proper processes are being followed.

10. Victimisation

Wentworth is committed to ensuring that any person who reports Reportable Conduct, acts as a witness or participates in any way with respect to a report of Reportable Conduct is not victimised or caused detriment. The act of victimising constitutes misconduct under Wentworth’s Code of Conduct found in the Wentworth Workplace Policies and Procedures Handbook. Detriment includes any conduct listed at section 1317ADA of the Corporations Act or which would be considered detrimental conduct in accordance with sections 1317AC and 1317AD of the Corporations Act.

Wentworth will thoroughly investigate reports of victimisation and detriment. If proven, those who have victimised or caused detriment to a person may be subject to management action (including disciplinary action or dismissal) and potentially criminal liability under the Corporations Act.

11. Training and Information

The Policy can be provided when requested by emailing simon.curtis@wentworthcp.com.au, tom.webster@wentworthcp.com.au or alastair.nash@wentworthcp.com.au.

The WIO must arrange for managers and employees receive training on corrupt practices that may arise from their day-to-day work given the nature of Wentworth’s operations and be given practical advice on how to deal with such situations.

The WIO must ensure all employees are aware of and understand their obligations under this policy.

All employees being appointed as WPOs or WIOs must receive training on their roles, obligations and responsibilities under this Policy prior to any such appointment and at least annually thereafter.

12. Monitoring and Review

Regular reviews of the matters reported under this Policy enable identification and management of any emerging risks, eg if a particular company is presenting a significant number of gifts to various employees. Internal control systems and procedures will be subject to regular reviews to provide assurance that they are effective in countering bribery and corruption. There may also be independent reviews undertaken from time to time by our external auditors.

The Board of Wentworth will review this policy at least annually. The Board may, in its discretion, adjust or exclude a specific requirement of this policy from time to time, either generally or on a case by case basis.

This policy may be amended, ceased or replaced, by resolution of the Board.

13. Version Control

VersionDateAuthorChanges
1.0September 2019Corrs Chambers WestgarthDrafted
2.0January 2024Simon CurtisNew policy implemented

Footnotes

  1. 1
    section 1317AA and 1317AAD of the Corporations Act.
  2. 2
    section 1317AAD of the Corporations Act.
  3. 3
    as defined by section 1317AAD(3) of the Corporations Act.
  4. 4
    section 1317AA and 1317AAD of the Corporations Act.
  5. 5
    section 1317AAD of the Corporations Act.
  6. 6
    as defined by section 1317AAD(3) of the Corporations Act.
  7. 7
    sections 1317AC and 1317AAE of the Corporations Act.
  8. 8
    sections 1317AC and 1317AAE of the Corporations Act
  9. 9
    section 1317AADA of the Corporations Act.