Whistleblower Policy

1.  PURPOSE

Hino Motor Sales Australia Pty Ltd (HMSA) 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.

HMSA encourages all employees to raise any concerns and report instances of unethical, illegal, fraudulent, or undesirable conduct involving HMSA’s business and provides protections and measures so that those persons who make a report may do so confidentially and without fear of intimidation, disadvantage or reprisal.

This policy will be made available to officers and employees of HMSA via the HMSA Intranet and extranet. HMSA divisions and businesses will adopt a consistent policy and make it available on their websites, intranets and in such other ways as will ensure the policy is available to employees and persons wishing to use it.

 

2.  REPORTABLE CONDUCT

A report may be made under this policy if a person has reasonable grounds to suspect an HMSA director, officer, employee, contractor, supplier, tenderer or other person who has business dealings with HMSA, has engaged in conduct which:

• is dishonest, fraudulent or corrupt, including bribery (note Annexure C);
• is illegal activity (such as theft, violence, harassment or intimidation, criminal damage to property or other breaches of state or federal law);
• is unethical or in breach of HMSA's policies (such as dishonestly altering company records or data, adopting questionable accounting practices or wilfully breaching the HMSA Code of Conduct or other policies or procedures);
• is potentially damaging to HMSA, an HMSA employee or a third party, such as unsafe work practices, environmental damage, health risks or abuse of HMSA's property or resources;
• amounts to an abuse of authority;
• may cause financial loss to HMSA or damage its reputation or be otherwise detrimental to HMSA's interests;
• involves harassment, discrimination, victimisation or bullying, other than personal work-related grievances as defined in the Corporations Act 2001 (Cth) (""Corporations Act"); or
• involves any other kind of misconduct or an improper state of affairs or circumstances.

 

3.  WHO IS A WHISTLEBLOWER?

A 'whistleblower' is someone who alerts HMSA and/or regulatory authorities to improper behaviour within the organisation.  It is important that the whistleblower should be truthful with their concerns before invoking the whistle blowing mechanism.
To be protected under this Policy, a whistleblower must:

a. Be acting honestly with genuine or reasonable belief that the information in the allegation is true or likely to be true;

b. Make the disclosure in accordance with this Policy; and

c. Not they have engaged in serious misconduct or illegal conduct in relation to the Reportable Conduct.

 

4.  WHO CAN MAKE A PROTECTED DISCLOSURE?

• Whistleblower disclosures will be able to be made by current and former:
• Employees and officers;
• Contractors, suppliers and their employees;
• An individual who is an associate (as defined in the Corporations Act) of the entity; and
• Spouses and relatives of any of the above.

 

5.  INTERNAL WHISTLEBLOWER PROTECTION OFFICER

HMSA commits to absolute confidentiality and fairness in all matters raised under this Policy. Whistleblowers will not be personally disadvantaged in their employment at HMSA by having made a report in accordance with this Policy.

The appointed Whistleblower Protection Officer is the General Manager (GM) - Finance & Corporate Affairs who has the responsibility of providing the whistleblower who acts in good faith with protection against being personally disadvantaged and will contact him/her to discuss his/her concerns.  She/he will act impartially without any pre-conceived opinion on the whistleblower or the subject matter, or any conflicts of interest.

The types of protections HMSA make available will depend on the situation but may include:

a. ensuring confidentiality in the investigation and protecting the employee's identity;
b. monitoring and managing the behaviour of other employees related to the reported incident;
c. offering a paid leave of absence while a matter is investigated;
d. relocating employees to a different or department; or
e. rectification of any detriment an employee may have suffered as a result of the report/investigation.

Where the whistleblower believes HMSA's internal processes are inappropriate because:

a. the alleged Reportable Conduct involves the Whistleblower Protection Officer or an executive of HMSA;
or
b. the whistleblower considers the matter should not be referred to the Whistleblower Protection Officer, then the whistleblower may make the report to the External Whistleblower Protection Officer.
 

6. HMSA EXTERNAL WHISTLEBLOWER PROTECTION OFFICER & GLOBAL HOTLINE

External Reports may be made to any of the following:-

1) HMSA External Whistleblower Protection Officer Hotline, an independent service provider, who has been appointed by HMSA. This service is independent from HMSA.
2) Hino Global Compliance Hotline – NAVEX Global
3) All TOYOTA Speak Up Hotline

Refer to Annexure D for further details.

 

6.1  What is the Whistleblower Hotline?

The Whistleblower Hotlines are a confidential means by which employees can report incidents or suspected incidents of Reportable Conduct.

All disclosures can be made anonymously.

6.2  How can I make a disclosure?

An employee can make a disclosure by calling the Whistleblower Hotline on the toll-free telephone number, in writing or via email: refer to Annexure D for further details.

If a report relates to the Whistleblower Protection Officer, the HMSA External Whistleblower Protection Officer will refer the report directly to the President & CEO who shall act as the alternative Whistleblower Protection Officer in this instance.

The HMSA External Whistleblower Protection Officer remains the independent intermediary at all times and will only communicate with HMSA's Whistleblower Protection Officer or the President & CEO where applicable.

6.3  Is it confidential?

HMSA will take all reasonable steps to protect the identity of an employee making a disclosure, unless otherwise authorised by the employee or otherwise required by law. Disclosure can be made anonymously

6.4  What will I be asked when I call?

When calling, you are encouraged to provide much information as possible regarding the matter you wish to report. Although disclosure may be made anonymously, you may be asked to identify yourself because you May need to be spoken to again if clarification or further information is needed.

You will be asked to describe in detail the matter you wish to report including details of:

a. Those involved in suspected wrongdoing;
b. Supporting evidence; and 
c. Witnesses.
.

7.  MAKING A WHISTLEBLOWER REPORT

Whistleblower Reports may be provided in any of the following ways:

a. Reports in person - generally to your manager or the next level of management Please keep a file note of the discussion including the date and time;
b. Reports by telephone- these may be to a manager that is not in your immediate vicinity or to the External Whistleblower Protection Officer & Hotline (See Section 6.2). Please keep a file note of the discussion including the date and time; and
c. Reports in writing- where made to the External Whistleblower Protection Officer (see Section 6.2) please ensure you keep a copy. Where made by email, also keep a copy in a secure place. It is important that appropriate records are kept for evidentiary purposes if an investigation ensues.

Whistleblowers will be given the option of remaining anonymous. If a Whistleblower wishes to remain anonymous, it is imperative that he/she must ensure that adequate information is provided at the time of reporting (i.e. evidence).

A Whistleblower Report Template is annexed to this policy as Annexure D
 

HMSA’s Investigation of Reportable Conduct

HMSA will investigate all matters reported under this policy as soon as practicable after the matter has been reported.  The Whistleblower Protection Officer may, with your consent, appoint a person to assist in the investigation of a report. Where appropriate, HMSA will provide feedback to you regarding the investigation's progress and/or outcome (subject to considerations of the privacy of those against whom allegations are made).

The investigation will be conducted in an objective and fair manner, and otherwise as is reasonable and appropriate having regard to the nature of the Reportable Conduct and the circumstances.

While the particular investigation process and enquiries adopted will be determined by the nature and substance of the report, in general, as soon as practicable upon receipt of the report, if the report is not anonymous, the Whistleblower Protection Officer or investigator will contact you to discuss the investigation process including who may be contacted and such other matters as are relevant to the investigation.

Where a report is submitted anonymously, HMSA will conduct the investigation and its enquiries based on the information provided to it.

 

Protection of Whistleblowers

HMSA is committed to ensuring confidentiality in respect of all matters raised under this policy, and that those who make a report are treated fairly and do not suffer detriment.

a. Protection against detrimental conduct

Detrimental treatment includes dismissal, demotion, harassment, discrimination, disciplinary action, bias, threats or other unfavourable treatment connected with making a report.

If you are subjected to detrimental treatment as a result of making a report under this policy you should:

Inform the Whistleblower Protection Officer, External Whistleblower Protection Officer or senior manager within your relevant division/business unit immediately;

or

Raise it in accordance with this policy.

b. Protection of your identity and confidentiality

Subject to compliance with legal requirements, upon receiving a report under this policy, HMSA will only share your identity as a whistleblower or information likely to reveal your identity if:

You consent;

the concern is reported to the Australian Securities and Investments Commission ("ASIC"), the Australian Prudential Regulation Authority ("APRA"), the Tax Commissioner or the Australian Federal Police ("AFP"); or

The concern is raised with a lawyer for the purpose of obtaining legal advice or representation.

If HMSA needs to investigate a report, it may disclose information that could lead to your identification, but it will take reasonable steps to reduce this risk.

Any disclosures of your identity or information likely to reveal your identity will be made on a strictly confidential basis.

c. Protection of files and records

All files and records created from an investigation will be retained securely.

Unauthorised release of information to someone not involved in the investigation (other than senior managers or directors who need to know to take appropriate action, or for corporate governance purposes) without your consent as a Whistleblower will be a breach of this policy.

Whistleblowers are assured that a release of information in breach of this policy will be regarded as a serious matter and will be dealt with under HMSA's disciplinary procedures.

The Corporations Act gives special protection to disclosures about breaches of that Act, provided certain conditions are met- refer to Annexure A for further details.

The Taxation Administration Act 1953 (Cth) (Taxation Administration Act) also gives special protection to disclosures about breaches of any Australian tax law, provided certain conditions are met- refer to Annexure B for further details.

Protection of a person accused of potential misconduct

HMSA has an obligation to ensure fair treatment of all parties involved in a disclosure, including a person accused of potential misconduct under a disclosure, whom are entitled to a presumption of innocence until otherwise determined.

 

8.  CONSEQUENCES OF MAKING A FALSE REPORT

Anyone who knowingly makes a false report of Reportable Conduct, or fails to act honestly with reasonable belief in respect of the report, or otherwise breaches this policy, may be subject to disciplinary action.

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

 

9.  PUBLICATION OF THIS POLICY

Upon its approval of subsequent revision by the Board of Directors, this policy will be published on the Hino Central and/or the Hino Motor Sales Australia Pty Ltd website as well as in all induction materials provided to employees (including Directors), contractors, sub-contractors, agents, suppliers or customers.

 

10.  REPORTING PROCEDURES AND REVIEW OF THIS POLICY

The Board’s Compliance Committee has responsibility of overseeing HMSA’s whistleblower program and will be provided with regular reports on whistleblowing and actions taken to ensure the Board has full visibility of whistleblower matters.

These reports will be made on a ‘no names’ basis to maintain the confidentiality of matters raised under this policy, except to the extent that details are required to effectively address the matter.

The Board of Directors will review this policy annually to assess the effectiveness of the policy and applicable internal procedures.

 

11.  APPENDICES

11.1  Annexure A – Special Protections Under the Corporations Act 2001

The Corporations Act 2001 gives special protection to disclosures about potential breaches of that Act where the following conditions are satisfied:

1. the whistleblower is or has been:

a. an officer or employee of HMSA;
b. an individual who supplies goods or services to HMSA or an employee of a person who supplies goods or services to HMSA;
c. an individual who is an associate of HMSA;  or
d. a relative, dependent or dependent of the spouse of any individual referred to at (a) to
(c) above;

2. the report is made to:

a. a Protected Disclosure Officer or its nominee;
b. an officer or senior manager of HMSA;
c. HMSA's external auditor (or a member of that audit team);
d. an actuary of HMSA;
e. ASIC;
f. APRA; or
g. a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to the operation of the whistleblower provisions in the Corporations Act;

3. the whistleblower has reasonable grounds to suspect that the information being disclosed concerns misconduct, or an improper state of affairs or circumstances in relation to HMSA. This may include a breach of legislation including the Corporations Act, an offence against the Commonwealth punishable by imprisonment for 12 months or more, or conduct that represents a danger to the public or financial system.

Examples of conduct which may amount to a breach of the Corporations Act include: insider trading,. insolvent trading, breach of the continuous disclosure rules, failure to keep accurate financial records, falsification of accounts, failure of a director or other officer of HMSA  to act with the care and diligence  that a reasonable  person would exercise,  or to act in good faith in the best interests of the corporation or failure of a director to give notice of any material personal interest in a matter relating to the affairs of the company.

The protections given by the Corporations Act when the conditions in the table above are met are:

1. the whistleblower is immune from any civil, criminal or administrative legal action (including disciplinary action) for making the disclosure;
2. no contractual or other remedies may be enforced, and no contractual or other right may be exercised, against the whistleblower for making the report;
3. in some circumstances, the reported information is not admissible against the whistleblower in criminal proceedings or in proceedings for the imposition of a penalty;
4. anyone who causes or threatens to cause detriment to a whistleblower or another person in the belief or suspicion that a report 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 damages;
5. a whistleblower's identity cannot be disclosed to a Court or tribunal except where considered necessary; and
6. the person receiving the 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, APRA, the AFP or a lawyer for the purpose of obtaining legal advice or representation in relation to the report.
 

Confidentiality

If a report is made, the identity of the discloser must be kept confidential unless one of the following exceptions applies:

a. the discloser consents to the disclosure of their identity;
b. disclosure of details that might reveal the discloser's identity is reasonably necessary for the effective investigation of the matter;
c. the concern is reported to ASIC, APRA, or the AFP; or
d. the concern is raised with a lawyer for the purpose of obtaining legal advice or representation.

11.2  Annexure B – Special Protections under the Taxation Administration Act

The Taxation Administration Act gives special protection to disclosures about a breach of any Australian tax law by HMSA or misconduct in relation to HMSA's tax affairs if the following conditions are satisfied:

1. the whistleblower is or has been:

a. an officer or employee of HMSA;
b. an individual who supplies goods or services to HMSA or an employee of a person who supplies goods or services to HMSA;
c. an individual who is an associate of HMSA;
d. a spouse, child, dependent or dependent of the spouse of any individual referred to at (a) to (c) above;

2.  the report is made to:

a. a Protected Disclosure Officer or its nominee;
b. a director, secretary or senior manager of HMSA;
c. any HMSA external auditor (or a member of that audit team);
d. a registered tax agent or BAS agent who provides tax or BAS services to HMSA;
e. any other employee or officer of HMSA who has functions or duties relating to tax affairs of the company (e.g. an internal accountant) ("HMSA recipients");
f. the Commissioner of Taxation; or
g. a lawyer for the purpose of obtaining legal advice or representation in relation to a report; and

3. if the report is made to an HMSA recipient, the whistleblower:

a. has reasonable grounds to suspect that the information indicates misconduct, or an improper state of affairs or circumstances, in relation to the tax affairs of HMSA or an associate of HMSA; and
b. considers that the information may assist the HMSA recipient to perform functions or duties in relation to the tax affairs of HMSA or an associate of the company; and

4. if the report is made to the Commissioner of Taxation, the whistleblower considers that the information may assist the HMSA recipient to perform functions or duties in relation to the tax affairs of HMSA or an associate of the company,

The protections given by the Taxation Administration Act when these conditions are met are:

a. the whistleblower is immune from any civil, criminal or administrative legal action
(including disciplinary action) for making the disclosure;
b. no contractual or other remedies may be enforced, and no contractual or other right may be exercised, against the whistleblower for making the report;
c. where the disclosure was made to the Commissioner of Taxation, the reported information is not admissible against the whistleblower in criminal proceedings or in proceedings   for the imposition of a penalty, except where the proceedings are concerned with whether the information is false;
d. unless the whistleblower has acted unreasonably, a whistleblower cannot be ordered to pay costs in any legal proceedings in relation to a report;
e. anyone who causes or threatens to cause detriment to a whistleblower or another person in the belief or suspicion that a report has been made, or may have been made, proposes to or could be made, may be guilty of an offence and liable to pay damages;
f. a whistleblower's identity cannot be disclosed to a Court or tribunal except where considered necessary;
g. the person receiving the 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 the Commissioner of Taxation, the AFP or a lawyer for the purpose of obtaining legal advice or representation in relation to the report.
 

Confidentiality

If a report is made, the identity of the discloser will be kept confidential unless one of the following exceptions applies:

a. the discloser consents to the disclosure of their identity;
b. disclosure of details that might reveal their identity is reasonably necessary for the effective investigation of the allegations;
c. the concern is reported to the Commissioner of Taxation or the AFP; or
d. the concern is raised with a lawyer for the purpose obtaining legal advice or representation.
 

11.3  Annexure C – Fraud and Corruption

Employees of HMSA (including contractors and agents) must not engage in any fraudulent or corrupt activities, or be a party to any conspiracy or attempt to engage in fraudulent or corrupt activities.

Fraud:

Is any dishonest activity causing actual or potential financial loss;     

Includes theft of money or other property;

Generally involves deception before or at the time of or after the action; and
Can include actions such as deliberately falsifying, concealing or destroying normal business documentation for improper purposes and the improper use of information or the position held within HMSA for personal financial benefit.

Corruption:

Is any behaviour of a director, executive, manager, employee or contractor of HMSA which adversely affects or could potentially adversely affect the honest and impartial exercise of that person’s or another person’s functions;

Is behaviour of a director, executive, manager, employee or contractor of HMSA which abuses a position of trust in order to achieve some personal gain or advantage for HMSA, the individual or to another person or entity; and

Is behaviour that may or may not benefit HMSA

We Must Not Engage in Fraudulent or Corrupt Activities. 

Examples of Fraudulent and Corrupt Behaviour

Fraud

Tax evasion;
Revenue evasion;
Forgery generally or alteration of a cheque, bank draft or any other financial document; and/or
Misappropriation of funds, securities, supplies or other assets;
Profiteering as a result of insider knowledge of company activities; or any other deliberate deception for the purpose of unfair or unlawful gain.

Corruption

Bribery of a government or other official;
Blackmail;
Intentional Disclosure of confidential and proprietary information to internal or external parties;
Accepting or seeking anything of material value from contractors; vendors or persons providing services/materials to HMSA
Theft of intellectual property/confidential information for the purpose of impacting the reputation of HMSA;
Any abuse of position for private gain;
Any conspiracy or attempt to commit fraud or act corruptly is also considered fraud or corruption.

 

11.4  Annexure D – Whistleblower Report

Please complete this form, scan it and email to the HMSA Whistleblower Officer, info@morrislegal.com.au, or sent to Level 12, St James Centre, 111 Elizabeth  St, Sydney, NSW 2000, marked URGENT.  All employees reporting suspected improper conduct involving fraud or corruption   will   be   protected   by   the   HMSA   Whistleblower Policy   and   all correspondence will be treated with strict confidence.

 

Whistleblower Form

 

11.4  Annexure D – Whistleblower Protection Officer Contacts

11.4.1 Internal Whistleblower Protection Officer

 

11.4.2 External Whistleblower Protection Officer

11.4.3 Hino Global Compliance - NAVEX Global