Whistleblower policy

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1. Introduction

Mondus Capital Pty Ltd ACN 659 284 312 (Mondus) is committed to the highest standards of ethical conduct and compliance with legal and regulatory obligations.

Mondus will comply with its obligations relating to the protection of whistleblowers in the Corporations Act 2001 (Cth) (Corporations Act) and the Taxation Administration Act 1953 (Cth) (Taxation Administration Act).
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This policy, together with the Mondus’ other relevant policies, will be available on its website or upon written request.

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2. Definitions

In this policy:

Detrimental Conduct means any actual or threatened conduct that could cause a detriment as a result of making a disclosure, including but not limited to:
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• termination of employment;
• injury of an employee in their employment;
• alteration of an employee’s position or duties to their disadvantage;
• harassment, bullying or intimidation;
• personal or financial disadvantage;
• unlawful discrimination;
• harm or injury, including psychological harm;
• damage to reputation;
• damage to property;
• damage to a business or financial position; or
• any other conduct that constitutes retaliation.
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Eligible Person means all current and former officers, employees, volunteers, associates (as defined by the Corporations Act) and suppliers (whether paid or unpaid) (including employees) of Mondus, and relatives and dependents of any of the foregoing.

Eligible Recipients means the people who may receive disclosures that qualify for protection under the Corporations Act (or the Taxation Administration Act, where relevant) and include:

• an officer or senior manager of Mondus or related body corporate;
• the internal or external auditor (including a member of an audit team conducting an audit) or actuary of Mondus or related body corporate;
• a person authorised by Mondus to receive disclosures that may qualify for protection, and will include a direct supervisor or the Mondus Whistleblower Protection Officer (WPO) role occupied by the CEO or a delegated officer; and
• for the purposes of the Taxation Administration Act, a registered tax agent or BASagent (within the meaning of the Tax Agent Services Act 2009) who provides tax agent services (within the meaning of that Act) or BAS services (within the meaning of that Act) to Mondus, a person or body prescribed by regulation and any other employee or officer (within the meaning of the Corporations Act) of Mondus who has functions or duties that relate to the tax affairs (within the meaning of section 14ZZT) of Mondus.
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Reportable Conduct means information in relation to Mondus or a related body corporate of Mondus that concerns misconduct or an improper state of affairs or circumstances. This includes information that indicates any of the following:
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• illegal conduct (including theft or criminal damage against property);
• unlawful or corrupt conduct, or an irregular use of company funds;
• dishonest or fraudulent conduct;
• negligence, default, breach of trust or breach of duty;
• unethical conduct; or
• an offence against, or a contravention of, a provision of any of the following:
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  • the Corporations Act;
  • the Australian Securities and Investments Commission Act 2001;
  • the Banking Act 1959;
  • the Financial Sector (Collection of Data) Act 2001;
  • the Insurance Act 1973;
  • the Life Insurance Act 1995;
  • the National Consumer Credit Protection Act 2009;
  • the Superannuation Industry Supervision Act 1993; or
  • an instrument made under an Act referred to in this definition;
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• an offence against any other law of the Commonwealth that is punishable by imprisonment for a period of 12 months or more;
• any conduct that represents a danger to the public or the financial system;
• any conduct that is prescribed by regulation; or
• for the purposes of the Taxation Administration Act, information that indicates misconduct, or an improper state of affairs or circumstances, in relation to the tax affairs of Mondus or an associate and the information may assist the Eligible Recipient to perform functions or duties in relation to the tax affairs of Mondus or anassociate.
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Whistleblower means an Eligible Person who makes a disclosure in accordance with, and in the manner described by, this policy that qualifies for protection under the Corporations Act or the Taxation Administration Act.

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3. Objectives

The objectives of this policy are to:
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• encourage every Eligible Person to disclose any Reportable Conduct of which they become aware;
• provide protection for every Eligible Person who discloses allegations of Reportable Conduct; and
• To outline the manner in which Mondus will deal with any concerns about serious wrongdoing raised through this policy.
  
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4. Scope

This policy deals with issues relating to those employees, officers, volunteers and suppliers (whether paid or unpaid) (including employees), associates (as defined by the Corporations Act), of Mondus, and relatives and dependents of any of the foregoing who wish to make disclosures with respect to Reportable Conduct pertaining to Mondus. The policy also aims to provide clarity on the processes and protections provided by Mondus regarding the disclosure of such wrongdoing.
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This policy is not intended to address complaints about other matters or personal work-related grievances except as set out under this policy. Complainants should refer to Mondus’ other policies and documented processes in that regard.

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5. Whistleblower protection

This policy is designed to give guidance so that honesty and integrity are maintained at all times at Mondus.
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This policy applies where:
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• a disclosure of Reportable Conduct is made by a Whistleblower to an Eligible Recipient;
• a disclosure of Reportable Conduct is made by a Whistleblower to the Australian Securities and Investments Commission (ASIC), the Australian Prudential Regulation Authority (APRA) or a Commonwealth authority prescribed by regulations;
• a disclosure is made by a Whistleblower to a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to the operation of the whistleblower protections under Part 9.4AAA of the Corporations Act or Part IVD of the Taxation Administration Act; or
• a Whistleblower has made an emergency disclosure or public interest disclosure under whistleblower protection laws (outlined at section seven).
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For the purposes of the Taxation Administration Act, this policy applies where:
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• a disclosure of Reportable Conduct is made by a Whistleblower to an Eligible Recipient,
• a disclosure is made by a Whistleblower to the Commissioner of Taxation (ATO) and the Whistleblower considers that the information may assist the ATO to perform its functions or duties under a taxation law in relation to Mondus or an associate; or
• a disclosure is made by a Whistleblower to a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to the operation of this Part IVD of the Taxation Administration Act.
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These disclosures qualify for protection under this policy and whistleblowing laws, being the Corporations Act (or the Taxation Administration Act, where relevant). Disclosures that are not about these matters do not qualify for protection under the Corporations Act or the Taxation Administration Act.
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Mondus encourages Whistleblowers to make a disclosure to it in the first instance. This will enable Mondus to identify and address wrongdoing as early as possible.

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These procedures do not authorise any Whistleblower to inform commercial media or social media of their concern, and do not offer protection to any Whistleblower who does so (unless the disclosure is a public interest disclosure or emergency disclosure).
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Mondus will assess whether a disclosure falls within the intended scope of this policy. Mondus has the discretion to determine that a disclosure will not be dealt with under this policy, provided that the disclosure does not fall within the scope of applicable whistleblower laws.
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A Whistleblower can still qualify for protection even if the matter that is disclosed turns out to be incorrect.
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• To the maximum extent practicable, a person who genuinely discloses an allegation or concern about compliance with laws or other standards of behaviour will be protected from any adverse action (such as dismissal, demotion, suspension, harassment, or other forms of discrimination) because they have raised such allegations. Subject to this policy, a Whistleblower is protected, even if the allegations prove to be incorrect or unsubstantiated (although a person who maliciously or vexatiously makes disclosures or makes false disclosures may be subject to disciplinary action).
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Employees who participate, or assist in, an investigation involving Reportable Conduct will also be protected. Every effort will be made to protect the anonymity of the Whistleblower, however, there may be situations where anonymity cannot be guaranteed. In such situations, the Whistleblower will be informed.

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6. Conduct that is not reportable

This policy does not apply to:
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• personal work-related grievances;
• health and safety hazards managed under Work Health and Safety law; or
• general employment grievances and complaints by a person about their own employment or situation.
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However, grievances may be afforded protection for Eligible Persons under whistleblower legislation where:
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• the grievance includes information about Reportable Conduct or forms part of a disclosure concerning Reportable Conduct;
• the Eligible Person has suffered, or been threatened with, detrimental treatment for making a disclosure of information for which the person has reasonable grounds to suspect concerns Reportable Conduct; or
• it is made by to a legal practitioner for the purposes of obtaining legal advice about the operation of the whistleblower legislation.
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Personal work-related grievances

Personal work-related grievances are not covered under this policy and should instead be reported in accordance with Mondus’ other policies dealing with employee grievances, complaints or disputes, and may be protected under other legislation, such as the Fair Work Act 2009. Personal work-related grievances are grievances that relate to a Whistleblower’s current or former employment or engagement and have, or tend to have, implications for the Whistleblower personally and that do not have broader implications for Mondus. Examples include:
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• interpersonal conflicts between the discloser and another employee;
• decisions which do not breach workplace laws;
• decisions regarding the engagement, transfer, or promotion of the discloser;
• decisions about employment terms and conditions; or
• decisions to suspend, terminate or discipline the employee.
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The disclosure will be more than a personal work-related grievance if:
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• the information includes information about misconduct or suggest misconduct beyond the discloser’s personal circumstances;
• the matter regards a breach of employment or other laws which carries a minimum imprisonment sentence of 12 months;
• the conduct represents a danger to the public; or
• the discloser has suffered detriment or been threatened with detriment for making disclosures.
  
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7. How to speak up about Reportable Conduct

Internal Reporting

Any person who has reasonable grounds to suspect that Reportable Conduct, or a breach of a law or other standard of behaviour has occurred, is encouraged to report that suspicion to an Eligible Recipient.
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Only a disclosure made directly to an Eligible Recipient qualifies for protection under the Corporations Act. If an Eligible Person wishes to make a disclosure to, or within, Mondus, that person may raise the concern with the WPO in writing. An Eligible Person may otherwise make a disclosure to any other Eligible Recipient.
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If the employee reasonably believes the person they are supposed to make disclosures to is involved in the disclosable matter, or is associated with someone who is, the employee can instead make disclosures to the WPO directly.

All disclosures should provide specific, adequate and pertinent information with respect to, among other things, dates, places, persons, witnesses, amounts, and other relevant information, in order to allow for a reasonable investigation to be conducted.
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If the Whistleblower’s name is disclosed in the disclosure, the person receiving the disclosure will acknowledge having received the disclosure and may initiate a follow-up meeting. However, if the disclosure is submitted on an anonymous basis, there will be no follow-up meeting regarding the disclosure and Mondus will be unable to communicate with the Whistleblower if more information is required, or if the matter is to be referred to external parties for further investigation.

All disclosures received will be dealt with on a confidential basis and Whistleblowers are encouraged to disclose their identities, to obtain the protection afforded to them at law.

External Reporting

If employees are uncomfortable reporting internally, they can report concerns to external authorities such as a government agency, the Ombudsman, regulator or law enforcement. These include the Australian Securities and Investments Commission (ASIC), the Australian Prudential Regulation Authority (APRA), or another prescribed Commonwealth authority.
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Mondus encourages individuals to seek independent legal advice before making a public interest disclosure or emergency disclosure. Under certain circumstances disclosures can be made to a journalist or parliamentarian and qualify for protection.

This is in situations where a Whistleblower makes a public interest disclosure or an emergency disclosure. There are strict requirements for each of these disclosures. It is important that a Whistleblower understands the criteria to ensure they qualify for protection.
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Public interest disclosure

A public interest disclosure is the disclosure of information to a journalist or a parliamentarian, where:
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• at least 90 days have passed since the Whistleblower made the disclosure to ASIC, APRA, ATO or another Commonwealth body prescribed by regulation;
• the Whistleblower does not have reasonable grounds to believe that action is being, or has been taken, in relation to their disclosure;
• the Whistleblower has reasonable grounds to believe that making a further disclosure of the information is in the public interest; and
• before making the public interest disclosure, the Whistleblower has given written notice to the body to which the previous disclosure was made that:
  • includes sufficient information to identify the previous disclosure; and
  • states that the Whistleblower intends to make a public interest disclosure.
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Emergency disclosure

An emergency disclosure is the disclosure of information to a journalist or a parliamentarian, where:
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• the Whistleblower has previously made a disclosure of the information to ASIC, APRA, ATO or another Commonwealth body prescribed by regulation;
• the Whistleblower has reasonable grounds to believe that the information concerns a substantial and imminent danger to the health or safety of one or more persons or to the natural environment;
• before making the emergency disclosure, the Whistleblower has given written notice to the body to which the previous disclosure was made that:
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  • includes sufficient information to identify the previous disclosure; and
  • states that the Whistleblower intends to make an emergency disclosure; and
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• the extent of the information disclosed in the emergency disclosure is no greater than is necessary to inform the journalist or parliamentarian of the substantial and imminent danger.
  
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8. Confidentiality and anonymity

Mondus recognises that maintaining appropriate confidentiality is crucial in ensuring that potential Whistleblowers come forward and make disclosures in an open and timely manner and without fear of reprisals being made against them.
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Whistleblowers may choose to remain anonymous when making a report. Mondus will take all reasonable steps to protect the identity of the Whistleblower and will adhere to any statutory requirements in respect of the confidentiality of disclosures made. This will include secure record-keeping and information-sharing processes (e.g. all paper and electronic documents and other materials relating to disclosures will be stored securely).

In appropriate cases, disclosure of the identity of the Whistleblower, or the allegation made by them, may be unavoidable, such as if court proceedings result from a disclosure pursuant to this policy or there is a threat to life or property or if the company has an obligation to do so.

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9. Investigation

Acknowledgment

Once a disclosure has been received from a Whistleblower, the WPO will acknowledge receipt of the disclosure within 24 hours.
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Investigation Process

The WPO will conduct a preliminary assessment of the disclosure to determine whether:
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• it qualifies for protection; and
• a formal, in-depth investigation is required.

This might include an investigation of the alleged conduct, either by an appropriate person such as an independent investigator, the WPO or Mondus’ law firm Gadens.
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An investigation may not be possible if the Whistleblower has chosen to remain anonymous or refused to provide a means of being contacted.

Any investigation in relation to a disclosure will be conducted promptly and fairly, with due regard for the nature of the allegation and the rights of the persons involved in the investigation. Evidence gathered during an investigation, including any materials, documents or records, must be held by the investigator, and held securely.

During the investigation, the investigator will have access to all of the relevant materials, documents, and records. The directors, officers, employees and agents of Mondus must cooperate fully with the investigator.
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Outcome

Following the investigation, the WPO will ensure that appropriate action is taken based on the investigation findings.
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Mondus will ensure that, provided the disclosure was not made anonymously, the Whistleblower is kept informed with regular updates of the outcomes of the investigation of the allegations, subject to the considerations of privacy of those against whom allegations are made and if the discloser can be contacted. The frequency and timeframe of updates may vary depending on the nature of the disclosure.

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10. Protection for Whistleblowers

Protection Against Retaliation

This policy protects the Whistleblower against any reprisals, provided that the Whistleblower identifies himself or herself to Mondus, and the disclosure is:
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• Reportable Conduct under section two of this policy;
• submitted in good faith and without any malice or intentionally false allegations;
• based on the Whistleblower’s reasonable belief that the alleged conduct, or issue related to the alleged conduct constitutes, or may constitute, a material breach of a law or other standard of behaviour; and
• does not result in a personal gain or advantage for the Whistleblower.
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All reasonable steps will be taken to ensure that the Whistleblower suffers no Detrimental Conduct for making a disclosure. Mondus will take action it considers appropriate where such conduct is identified.
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Mondus will not take any adverse action against a Whistleblower because they have made a disclosure, which meet the above-mentioned conditions, unless the Whistleblower is a participant in the prohibited activities with respect to which the complaint is made.

If the Whistleblower was involved in the conduct, which was the subject of the disclosure, the fact that the Whistleblower has made the disclosure may be taken into account in determining the severity of the disciplinary measures, if any, that may eventually be taken against such Whistleblower.

Any reprisals against a Whistleblower are a serious breach of this policy and may result in disciplinary action, including dismissal. This protection applies to anyone providing information related to an investigation pursuant to this policy.

While it is the right of the Whistleblower to remain anonymous, if the Whistleblower does not identify themselves and requires complete anonymity, it will be hard for Mondus to protect them.

Immunity

Whistleblowers may be granted immunity from civil, criminal, and administrative liability for making a report and may be entitled to make a compensation claim (and other remedies) if they believe they have been treated detrimentally as a result of making a protected disclosure.

These protections do not grant immunity for any misconduct a discloser has engaged in that is revealed in their disclosure.

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11. Breach of this policy

Any breach of this policy will be taken seriously and may result in counselling and/or disciplinary action, up to and including summary dismissal or termination of services. An individual may also be exposed to criminal or civil liability for a breach of relevant legislation.

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12. Training and awareness

Mondus will provide regular training to employees on the importance of whistleblower protections and the procedures for reporting concerns as part of its onboard training and annual training requirements.

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13. Monitoring and review

This policy will be reviewed annually by the CEO to ensure its effectiveness and compliance with relevant legislation. Feedback from employees and other stakeholders will be considered in the review process.

Mondus reserves the right to amend this policy at any time, including as a result of any legal or regulatory changes.

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14. Contact information

For any queries or to make a report, please contact the Whistleblower Protection Officer at nir@mymondus.com or 0422 362 290.

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15. Approval

This policy has been approved by the Board of Directors of Mondus Capital Pty Ltd.

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This Whistleblower Policy aims to foster a culture of transparency and accountability within Mondus Capital Pty Ltd, ensuring that employees and other stakeholders feel safe to report any concerns.