Whistleblowing

1 Introduction

1.1 Objective

Totality Wealth Limited (Totality) is committed to the highest standard of openness, integrity and accountability. All staff, directors and senior management must all be held to the highest standard of accountability. The objective of this policy is to outline how employees, consultants or agents can escalate a matter that they believe may contravene financial services law or associated regulation.

1.2 Purpose

The purpose of this Policy is to help deter wrongdoing by encouraging employees to report concerns of misconduct or behaviour that is likely to harm employees, customers, business partners or the reputation or financial well-being of Totality. In doing so, this Policy also outlines how and when to report a concern, including the available protections and remedies for eligible disclosers. This Policy applies to all Totality employees including senior management, contractors, agents and directors.

2 Reportable concerns – and how to report

2.1 Definition of Reportable Concerns

Reportable concerns include misconduct or behaviour that is likely to harm employees, customers or business partners or the reputation or financial well-being of Totality. Reportable concerns are not limited to regulatory matters or criminal offences and may include breaches of internal policies or procedures.
It should be noted that minor breaches of business procedures and policies are not supposed to be escalated under this Whistleblowing policy. Examples of these are: cooperation problems, incompetence, absence, breach of guidelines, or inappropriate use of email/internet.

The following is a non-exhaustive list of examples of matters that may be reportable concerns:

• Money laundering related
• Market abuse (e.g. insider trading, market manipulation)
• Fraudulent behaviour (including forgery, document falsification, bribery and corruption)
• Conflicts of interest (including inducements and kickback arrangements)
• Accounting, auditing and internal control matters
• Breaches of confidentiality and integrity of business processes

Please note that all grounded suspicions may be reported and proof is not needed in order to report.
Individual’s (disclosers) reporting should not initiate their own investigation but report what they have observed.

2.2 Eligible whistle-blower

A discloser qualifies for protection as a whistle-blower under the Corporations Act 2001 (Cth) (‘Corporations Act’) if they are an eligible whistle-blower in relation to Totality and:

(a) they have made a disclosure of information relating to a ‘disclosable matter’ directly to an ‘eligible recipient’ or ASIC;

(b) they have made a disclosure to a legal practitioner for the purposes of obtaining legal advice or legal representation about the operation of the whistle-blower provisions in the Corporations Act; or

(c) they have made an ‘emergency disclosure’ or ‘public interest disclosure’.

2.3 Eligible Recipient

An eligible recipient in Totality is:

• Totality Head of Compliance
• Totality CEO;
• HR Manager;
• Global Head of Legal & Compliance; and
• External auditor (including a member of an audit team conducting an audit).

2.4 Disclosable Matter

Disclosable matters involve information that the discloser has reasonable grounds to suspect concerns misconduct, or an improper state of affairs or circumstances, in relation to:

(a) Totality; or
(b) Another related body corporate, such as DMA.

2.5 Emergency Disclosure

An ‘emergency disclosure’ is the disclosure of information to a journalist or parliamentarian, where:

(a) the discloser has previously made a disclosure of the information to ASIC;
(b) the discloser 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;
(c) before making the emergency disclosure, the discloser has given written notice to ASIC that:
(i) includes sufficient information to identify the previous disclosure; and
(ii) states that the discloser intends to make an emergency disclosure; and
(d) 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.

2.6 Public Interest Disclosure

A ‘public interest disclosure’ is the disclosure of information to a journalist or a parliamentarian.

2.7 Reporting Concerns to Regulators

Totality encourages individuals to report concerns through one of the channels described above, but each whistle-blower has the right to escalate a matter to an approved regulator if they wish.
For ASIC this can be raised via the link below: https://compliance.asic.gov.au/#/form/583b77dc397bbc319837ea2a/app/61a81c1f8c21211604965e96
If you would like to report Totality for non-compliance with workplace laws you can contact Fair Work Ombudsman can be contacted here: https://portal.fairwork.gov.au/get-help#/content

3 Dealing with concerns raised

3.1 Assessment and Escalation of Reported Concerns

All reported concerns will be escalated to the Whistleblowing Committee who will review and decide on the actions to be taken in each case. For example, the Whistleblowing Committee may appoint an investigation team, may involve internal parties such as external Legal counsel, may involve external advisors and will report to Management, the Board of Directors and external regulators, if deemed necessary. The investigation process and timeframe may vary depending on the nature of the disclosure.

While not all disclosures will ultimately warrant formal investigation, due consideration will be given to all concerns reported. The Whistleblowing Committee will prepare and maintain records of reportable concerns, and how those reportable concerns were handled.

3.2 General Outline of an Investigation

• The objective of an investigation is to determine whether there is enough evidence to substantiate or refute the matters reported;
  
  
• When an investigation needs to be undertaken, the process will be objective, fair and independent;
  
  
• an employee who is the subject of a disclosure will be advised about the subject matter of the disclosure as and when required by principles of natural justice and procedural fairness and prior to any actions being taken;
  
  
• Totality may determine the most appropriate time to inform the individual who is the subject of a disclosure about the investigation, provided that Totality informs the individual before making any adverse finding against that individual. In some circumstances, informing the individual at an early stage of an investigation may compromise the effectiveness of the investigation, such as when there may be concerns that the individual may destroy information or the disclosure needs to be referred to ASIC, the ATO or the Federal Police

3.3 Keeping A Discloser Informed

A discloser will be provided with regular updates, including the outcome of the investigation upon completion, if the discloser can be contacted (including through anonymous channels). The frequency and timeframe may vary depending on the nature of the disclosure.

4 Protection of Whistle-blowers

There are protections available to an eligible discloser, which gives the discloser certain rights and protections under the Corporations Act. These protections are:

• identity protection (confidentiality);
• protection from detrimental acts or omissions;
• compensation and remedies; and
• civil, criminal and administrative liability protection.

Any person who believes that a reportable concern that they have raised in good faith has not been dealt with in a satisfactory manner or believes they have been treated unfairly as a result of raising a reportable concern may raise their concern with any member of the Group Whistleblowing Committee. These protections apply not only to internal disclosures, but to disclosures to legal practitioners, regulatory and other external bodies, and public interest and emergency disclosures that are made in accordance with the Corporations Act.

Confidentiality

It is illegal for a person to identify a discloser, or disclose information that is likely to lead to the identification of the discloser, outside applicable exceptions. The exception to this is if persons disclosing the discloser’s identity is addressed to ASIC, the Australian Federal Police, a Legal Practitioner (for the purpose of obtaining legal advice), a person/body prescribed by regulations, or with the consent of the discloser.

Examples of how Totality will protect the confidentiality of a discloser’s identity:

• all personal information or reference to the discloser witnessing an event will be redacted;
• the discloser will be referred to in a gender-neutral context;
• all paper and electronic documents and other materials relating to;
• only a restricted number of people who are directly involved in handling and investigating a disclosure will be made aware of a discloser’s identity (subject to the discloser’s consent) or information that is likely to lead to the identification of the discloser

Protection from detrimental acts or omissions

A person cannot engage in conduct that causes detriment to a discloser (or another person), in relation to a disclosure, if:

(a) the person believes or suspects that the discloser (or another person) made, may have made, proposes to make or could make a disclosure that qualifies for protection; and

(b) the belief or suspicion is the reason, or part of the reason, for the conduct.

In addition, a person cannot make a threat to cause detriment to a discloser (or another person) in relation to a disclosure. A threat may be express or implied, or conditional or unconditional. A discloser (or another person) who has been threatened in relation to a disclosure does not have to actually fear that the threat will be carried out.

Examples of detrimental conduct that are prohibited under the law, without deterring employees from making disclosures include:

(a) dismissal of an employee;
(b) injury of an employee in his or her employment;
(c) alteration of an employee’s position or duties to his or her disadvantage;
(d) discrimination between an employee and other employees of the same employer;
(e) harassment or intimidation of a person;
(f) harm or injury to a person, including psychological harm;
(g) damage to a person’s property;
(h) damage to a person’s reputation;
(i) damage to a person’s business or financial position; or

any other damage to a person.

Examples of actions that are not detrimental conduct include:

(j) administrative action that is reasonable for the purpose of protecting a discloser from detriment (e.g. moving a discloser who has made a disclosure about their immediate work area to another office to prevent them from detriment); and

(k) managing a discloser’s unsatisfactory work performance, if the action is in line with the entity’s performance management framework.

Examples of measures and/or mechanisms Totality may employ to protect the disclosers from detriment:

• strategies to help a discloser minimise and manage stress, time or performance impacts, or other challenges resulting from the disclosure or its investigation;
• Allow the discloser to perform their duties from another location, reassign the discloser to another role at the same level, make other modifications to the discloser’s workplace or the way they perform their work duties, or reassign or relocate other staff involved in the disclosable matter; and

Compensation and Remedies

A discloser (or any other employee or person) can seek compensation and other remedies through the courts if:

(a) they suffer loss, damage or injury because of a disclosure; and
(b) the entity failed to take reasonable precautions and exercise due diligence to prevent the detrimental conduct.
Disclosers or any other employee or person wishing to obtain compensation and remedies should seek independent legal advice.

Civil, criminal and administrative liability protection

A discloser is protected from any of the following in relation to their disclosure:

(a) civil liability (e.g. any legal action against the discloser for breach of an employment contract, duty of confidentiality or another contractual obligation);

(b) criminal liability (e.g. attempted prosecution of the discloser for unlawfully releasing information, or other use of the disclosure against the discloser in a prosecution (other than for making a false disclosure)); and

(c) administrative liability (e.g. disciplinary action for making the disclosure).
The protections do not grant immunity for any misconduct a discloser has engaged in that is revealed in their disclosure

4.1 Data Protection and Security Measures

To support the protection of disclosers from detriment, all personal information will be handled in compliance with applicable data protection laws and internal policies and procedures.

4.2 Deliberate False and Malicious Allegations

Notwithstanding the protections afforded whistle-blowers under the Corporations Act, Totality does not tolerate deliberately false and malicious allegations.

Any individual found to have made deliberately false and/or malicious allegations will be subject to disciplinary action, up to and including termination, subject to local law.

5 Governance, roles and responsibilities

Compliance is responsible for

• ensuring there are appropriate reporting channels and adequate procedures for reporting of concerns
• ensuring that procedures for reporting of concerns are communicated to employees and consultants
• assessing and escalating all concerns reported, including appointing an investigation team and involving internal and external parties, as necessary
• providing feedback to non-anonymous whistle-blowers about reportable concerns, where feasible and appropriate
• preparing and maintaining appropriate records of reportable concerns, and how those reportable concerns were handled
• reporting at least annually to Management and the Board of Directors on the operation and effectiveness of whistleblowing arrangements, including reporting on the effectiveness of measures taken to protect whistle-blowers.

5.1 Compliance with this policy

All employees, contractors & agents are encouraged to report concerns or suspicions in good faith.

Totality reserves the right to update this policy at any time to comply with changes in the legislation and in its internal organisation and procedures. The updated version will be communicated to employees when changes are made.

5.2 Accessibility to the Whistleblowing Policy

This Policy is available on Totality’s intranet, all employees are encouraged to familiarise themselves with. Totality employees will also receive periodic Whistleblowing training, including forming part of onboarding training for new employees.