Whistleblower Policy

Application

This is the policy of Genea Pty Limited (Company) regarding whistleblower disclosures that are eligible for protection under the Corporations Act 2001 (Cth) (Corporations Act) or the Taxation Administration Act 1953 (Tax Administration Act) (together, the Whistleblower Laws).

Purpose

The Company is committed to promoting the highest standards of conduct and ethical behaviour, corporate compliance, and good governance. It encourages the reporting and elimination of any kind of misconduct or improper situation or circumstances in relation to the Company or any of its related bodies corporate.

The Company aims to provide employees with a supportive work environment in which they feel able to raise issues of legitimate concern to Genea, without fear of victimisation, detriment or other retribution and provide suitable avenues for reporting of matters that may cause loss to or damage the Company’s reputation.

To that end, it has enacted this policy which outlines the processes and safeguards in place for making whistleblower disclosures that are eligible for protection under the Whistleblower Laws.

Application of this Policy

This policy applies to the following individuals:

(a) the Company's current and former employees.

(b) the Company's current and former officers (e.g. directors).

(c) current or former suppliers of goods and services to the Company (like contractors and their employees, and interns, secondees and volunteers).

(d) the Company's current and former associates.

(e) current or former relatives, dependants, or spouses of any of the individuals specified above at (a) – (d).

Together, Eligible Persons and each an Eligible Person

This policy will be made available to the Company's employees and officers via the Company's intranet. Otherwise, eligible persons can access this policy via the Company’s webpage.

Reportable Conduct

An Eligible Person may make a whistleblower disclosure under this policy if they have reasonable grounds to suspect misconduct or an improper state of affairs or circumstances in relation to the Company, including involving its officers, managers or employees, and including about conduct that:

(a) constitutes an offence against the Corporations Act, the Australian Securities and Investments Commission Act 2001 (Cth), the Banking Act 1959 (Cth), the Financial Sector (Collection of Data) Act 2001 (Cth), the Insurance Act 1973 (Cth), the Life Insurance Act 1995 (Cth), the National Consumer Credit Protection Act 2009 (Cth), or the Superannuation Industry (Supervision) Act 1993 (Cth),

including any instrument made under any of these Acts.

(b) constitutes an offence against any other law of the Commonwealth that is punishable by imprisonment for a period of 12 months or more.

(d) concerns the tax affairs of the Company or an associate (as defined in section 318 of the Income Tax Assessment Act 1936 (Cth)) of the Company for the purposes of the Tax Administration Act and relates to information which will assist the Commissioner of Taxation to perform their functions or duties under a taxation law in respect of the Company or an associate,

While an Eligible Person does not need to prove the allegations the subject of its disclosure, it is important to note that a bare allegation, with no supporting information, may not be enough to satisfy the requirement of reasonable grounds to suspect Reportable Conduct.

Examples of Reportable Conduct may include, but are not limited to:

Financial Misconduct

Fraud and Misappropriation: Involves theft, embezzlement, or the improper use of company funds or assets.
Bribery and Corruption: The act of offering or accepting bribes, kickbacks, or other unethical incentives for business advantages.
Financial Misreporting: Involves falsifying financial documents, manipulating accounts, or engaging in deceptive accounting practices.
Money Laundering: Activities aimed at concealing the origins of illegally obtained funds.

Illegal Activities

Theft or Vandalism: Stealing or intentionally damaging company property.
Drug and Alcohol Abuse: The use or distribution of illegal drugs, or excessive alcohol consumption on company premises.
Violence and Threats: Physical assaults, threats of violence, or harassment.
Breaches of Privacy: Unauthorized access to, use of, or disclosure of personal information.
Breaches of Other Laws: Violations of environmental regulations, workplace safety laws, or other legal standards.
Unethical and Improper Conduct.
Breaches of Code of Conduct: Violations of the company’s internal rules, policies, or ethical standards.
Misuse of Company Resources: Using company assets for personal benefit or unauthorized purposes.
Harassment and Discrimination: Creating a hostile work environment based on race, gender, religion, or other protected characteristics.
Conduct that Endangers Others.
Health and Safety Violations: Actions that jeopardize the health or safety of employees, patients, or the public.

Other Improper Practices

Covering Up Wrongdoing: Attempts to conceal misconduct or prevent its reporting.
Retaliation Against Whistleblowers: Taking negative actions against individuals who report unethical behaviour.

Reportable Conduct does not include, and this policy does not apply to, personal work-related grievances raised by a current or former employee, unless the grievance is about an actual or threatened detriment to the current or former employee because the person has made, proposes to make or could make a whistleblower disclosure or the grievances raises concerns that are likely to have significant implications for the Company or another entity regulated by the Corporations Act (beyond the current or former employee who raised the grievance).

Examples of potential personal work-related grievances which are not Reportable Conduct and not covered by this policy include, but are not limited to:

(a) interpersonal conflict between two or more employees.

(b) dissatisfaction with decisions relating to employment, promotion or training opportunities or disciplinary action.

(d) performance management.

Personal work-related grievances should be raised in accordance with other Company policies (Complaint Handling Policy as found on the Genea Intranet), as varied or replaced from time to time, and not under this policy.

Making a report

The Company wishes to be able to address any suspected wrongdoing within the organisation as early as possible. Accordingly, eligible persons are encouraged to make disclosures about Reportable Conduct directly to one of the following nominated persons

(a) Senior member of the HR Team

(b) Member of the Genea Executive Team

A disclosure of Reportable Conduct can be made by an Eligible Person in person, by phone or in writing (including via email) to a Whistleblower Officer. When the disclosure is made in writing, the Eligible Person should mark their report as confidential and include the words "Confidential - Whistleblower Report" in the subject line.

To enable the Company to best assess the disclosure, Eligible Persons are encouraged to provide as much relevant information as possible but at least the following basic information about the Reportable Conduct:

(a) the relevant business unit to which the disclosure relates.

(b) the nature of the issue (providing as much specific detail as possible, including any relevant dates, times and locations) and how the Eligible Person became aware of it;

(d) what steps if any the Eligible Person may have taken to address the issue.

A disclosure of Reportable Conduct can be made by an Eligible Person anonymously, though that may make it more difficult for the Company to enquire into the matter, particularly if further information is required.

Although the Company encourages Eligible Persons to make their disclosures about Reportable Conduct to a Whistleblower Officer, the Whistleblower Laws say that an Eligible Person may also make their disclosure about Reportable Conduct:

(a) Internally, to:

i. an officer (e.g. director) of the Company or a related body corporate;

ii. a member of the Genea Executive Team; and

(b) Externally, to:

i. an auditor (or member of the audit team), or actuary, of the Company or a related body corporate.

ii. the Australian Securities and Investment Commission (ASIC);

iii. the Australia Prudential Regulatory Authority (APRA);

iv. a legal practitioner, if made for the purpose of obtaining legal advice or legal representation in relation to the operation of the whistleblower provisions under the Whistleblower Laws.

v. in limited circumstances for a matter of public interest or an emergency (eg substantial and imminent danger to health or safety or to the natural environment) a journalist of a Member of Parliament (though the Company recommends that an Eligible Discloser obtain legal advice if they are considering making a public interest or emergency report); or

vi. in respect of matters relating to the Tax Administration Act, a registered tax or BAS agent that provides tax or BAS agent services to the Company, an officer or employee of the Company who has functions that relate to the tax affairs of the Company or to the Commissioner of Taxation (where the information will assist the latter to perform their statutory duties or functions in relation to the Company or an associate of it.)

The Whistleblower Officers and the persons/entities referred to in this document are eligible recipients of disclosures about Reportable Conduct made by Eligible Persons (Eligible Recipients).

Protections for whistleblowers

There are special protections for Whistleblowers under Whistleblower Laws if three conditions are met:

(a) The first condition is that the whistleblower is an Eligible Person.

(b) The second condition is that the disclosure is made by them to an Eligible Recipient; and

(c) The third condition is that the Eligible Person has reasonable grounds to suspect that the information being disclosed constitutes Reportable Conduct.

If these conditions are met, then the following protections will apply:

(a) the Eligible Person's identity is confidential, as is information likely to lead to their identification.

(b) the Eligible Person is immune from any civil, criminal, or administrative legal action (including disciplinary action) for making the disclosure of Reportable Conduct.

(c) no contractual or other remedies may be enforced, and no contractual or other right may be exercised, against the Eligible Person for making the disclosure about Reportable Conduct.

(d) in some circumstances, the reported information is not admissible against the Eligible Person in criminal proceedings or in proceedings for the imposition of a penalty.

(e) anyone who causes or threatens to cause a detriment to the Eligible Person or any other person on the belief or suspicion that a disclosure of Reportable Conduct has been made, or may have been made, proposes to or could be made, may be guilty of an offence and may be liable for criminal prosecution or damages; and

(f) the Eligible Person's identity, and any information likely to lead to their identification, cannot be disclosed to a court or tribunal except where it is considered necessary by the court or tribunal to do so in the interests of justice or where it is necessary to give effect to the whistleblower protections under the Corporations Act.

Protecting confidentiality

If an Eligible Person makes a disclosure of Reportable Conduct to an Eligible Recipient internally to which the above protections apply, subject to what is said below, their identity, and any information which could identify them, and their disclosure, will be handled confidentially by the Company. This includes maintaining all relevant paperwork securely, accessible only by senior members of the HR team and will only be provided to other whistleblower officers via request. Any printed material will only be printed through secure printers and all documents no longer required will be shredded.

The Company may disclose an Eligible Person's identity with their consent, where the Whistleblower Laws permit the disclosure or to a lawyer for the purposes of obtaining legal advice or representation.

In the first instance following a disclosure, the Eligible Recipient will discuss with the Eligible Person whether they consent to their identity being disclosed for the purposes of the Company making enquiries into their disclosure.

Even where an Eligible Person does not consent to disclosure of their identity, they should be aware that when the Company investigates their disclosure, it is possible that it may need to disclose information (other than the Eligible Person's identity) to others that could inadvertently lead to the Eligible Person's identity being determined. However, the Company will take all reasonable steps to minimise the risk of this occurring.

If an Eligible Person has any concerns regarding their confidentiality, they should raise it with one of the Whistleblower Officers in the first instance.

Support and Protection for Eligible Persons

The Company will take steps to protect Eligible Persons from detrimental conduct because of making a disclosure about Reportable Conduct. Detrimental conduct includes actual or threatened dismissal, demotion, injuring an employee in their employment, altering an employee's position or duties to their disadvantage, disciplinary action, discrimination, harassment, or intimidation.

All directors, officers and employees of the Company must not cause, threaten, aid, abet, counsel, procure, induce, conspire or be in any way, by act or omission, directly or indirectly knowingly concerned in, or party to, detrimental conduct towards anyone because of, or for reasons including, a belief or suspicion that a disclosure of Reportable Conduct has been made, may have been made or could be made.

The Company considers detrimental conduct in the circumstances outlined in this policy to be misconduct and will take any such conduct seriously, including by imposing disciplinary action up to dismissal as appropriate. There are also severe penalties under Whistleblower Laws for individuals who engage in detrimental conduct towards a whistleblower.

If an Eligible Person believes they have been subjected to detrimental conduct because of a disclosure of Reportable Conduct under this policy, they should immediately notify the Eligible Recipient. Officers and employees of the Company may also access counselling services with the Company's EAP provider. Please refer to the Genea Intranet for contact details.

Handling and investigating a disclosure

The Company will take all disclosures of Reportable Conduct seriously and will take such steps as are necessary and appropriate to enquire into them.

The enquiries and the process to be followed will be determined on a case-by-case basis, taking into account the nature and the substance of the information provided.

In general, however, as soon as reasonably practicable after receipt of a disclosure of Reportable Conduct, the Eligible Recipient will:

(a) acknowledge receipt of the disclosure (unless it was made anonymously by an Eligible Person);

(b) carry out a preliminary review to determine whether the disclosure falls within the scope of this policy (and whether the protections detailed in this policy apply). It will not fall within the scope of this policy, for example, if it does not constitute Reportable Conduct made by an Eligible Person to an Eligible Recipient, or if the Eligible Person did not have reasonable grounds to suspect the conduct the subject of the Reportable Conduct.

(c) if the disclosure falls within the scope of the policy, assess whether the matters raised should be investigated (eg it is possible an investigation may not be necessary of particular concerns have already been investigated); and

(d) where the disclosure was not made anonymously, advise the Eligible Person about next steps, including whether there will be an investigation.

Where an investigation is conducted, it may be conducted by the Eligible Recipient, or they may commission an investigation by a third party (either internal or external to the Company). Any investigation will be conducted objectively and impartially.

Where the disclosure was not made anonymously, the Eligible Person will be updated on the progress of any investigation. The aim will be to conduct the investigation in as timely a manner as possible.

Except where a disclosure is made anonymously, at the end of the investigation, the Eligible Recipient will inform the Eligible Person of the findings to the extent that is possible in all the circumstances. Eligible Persons may not be told of outcomes affecting other individuals.

Where a disclosure is made anonymously, the Company’s enquiries will be based on the information given to it by the Eligible Person and/or which is otherwise available.

Ensuring fair treatment of employees

If, as a result of a preliminary review of, or enquiries into, a disclosure about Reportable Conduct, the Company identifies an issue which indicates that one of its employees may have engaged in misconduct, the Company will, in following procedural fairness, give that employee concerned information about the substance of the alleged misconduct and an opportunity to respond to the allegations before taking any further steps against them, including disciplinary action.

Officers and employees of the Company involved in an investigation may access counselling services with the Company's EAP provider, contact details may be located on the GENEA intranet.

This policy is not intended to be and is not contractual in nature and does not form or comprise a term or condition of employment or engagement between the Company and any other person. The Company will review this policy periodically and reserves the right to vary or replace this policy from time to time.

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