Corporate governance refers to the system by which companies are directed and managed. It influences how the objectives of a company are set and achieved, how risk is monitored and assessed, and how performance is optimised. What constitutes good corporate governance will evolve with the changing circumstances of a company and must be tailored to meet those circumstances.
The ASX Corporate Governance Council (Council) provides guidelines in relation to corporate governance, entitled "Corporate Governance Principles and Recommendations" (4th Edition). This document articulates 8 central principles and 38 best practice recommendations (ASX Principles and Recommendations). The Council believes that the ASX Principles and Recommendations underscore good corporate governance and includes guidelines to assist companies in complying with the ASX Principles and Recommendations.
The board of directors (Board) of Gefen International AI Ltd. (Company) supports the central principles and best practice recommendations published by the Council. The current policies, procedures and practices of the Company as contained in this Corporate Governance Policy (Corporate Governance Policy) aim to comply with a number of the Council's principles and best practice recommendations to the extent possible taking into account the Company's size, complexity, history and corporate culture.
As required under ASX Listing Rule 4.10.3, the Company will include in its annual report either the corporate governance statement (which discloses the extent to which the Company has followed the ASX Principles and Recommendations), or the URL of the page on the Company's website where the corporate governance statement can be located.
The Company will also lodge an Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations.
The Company has adopted the following corporate governance charters and policies:
Attached are copies of each of the above policies as adopted by the Board.
This Board Charter sets out the major principles adopted by the Board to manage its affairs and enable it to discharge its responsibilities. It operates in conjunction with the Company's articles of association and relevant laws, including under the Companies Law 1999 (Israel) (Companies Law) and ASX Listing Rules.
Where the Company is required under the ASX Listing Rules and, in contracts relevant to its securities, to provide information to the ASX, the Company will enter into an agreement with each director obliging them to provide the necessary information to the Company to enable the Company to discharge those obligations.
All directors are required to enter into such an agreement and to provide the specified information within the agreed timeframe.
The Securities Law 1968 (Israel) (Securities Law), together with the Companies Law, prohibit Insider Trading and imposes significant penalties if a person with Inside Information engages in Insider Trading.
Inside Information includes profit projections, knowledge of large contracts won or lost, knowledge of a merger or takeover or sale or knowledge of a significant change in personnel. The offence of Insider Trading relates to the use of Inside Information to trade or cause (ie to incite, induce, encourage or tip off) others to trade in the Company’s shares.
The Company has developed a separate Trading Policy (set out in section 3 of this Corporate Governance Policy) which directors are required to comply with in all trading activities. The Trading Policy:
The Board is aware of its obligations with respect to continuous disclosure of material information and embraces the principle of providing access to that information to the widest audience of investors. The Board will regularly review the effectiveness of the Company's procedures to ensure compliance with its continuous disclosure obligations.
In accordance with applicable laws and the ASX Listing Rules, the Company will advise ASX of any transaction conducted by its directors in its securities. A Board policy “Continuous Disclosure Policy” has been issued and all directors are required to comply with that policy (attached at section 4 of this Corporate Governance Policy).
The Board will appoint a responsible executive of the Company as the Compliance Officer of the Company at all times. The Compliance Officer is responsible for arranging and monitoring the compliance obligations of the Company and is also responsible for reporting on the performance of those obligations to the Board. Unless a more appropriate officer is available, the Company Secretary will be appointed as the Compliance Officer.
To ensure the Board has adequate time to concentrate on strategy, planning and performance enhancement, the Board will delegate certain specific duties to Board subcommittees. There are currently two sub-committee: the Audit and Risk Committee (aka Audit Committee) and the Nomination and Remuneration Committee (aka Compensation Committee).
Board sub-committees will assist and support the Board in the conduct of its duties and obligations under the Companies Law and the Company's Articles of Association. The structure and membership of each sub-committee and any charters are reviewed annually. Other sub-committees may be constituted from time to time, as required.
The Company Secretary is directly accountable to the Board on all matters to do with the proper functioning of the Board.
The role of the Company Secretary includes, among other things
The decision to appoint a Company Secretary will be formally resolved by the Board in accordance with its residual (default) authority under section 49 of the Companies Law. The decision to remove a Company Secretary will be made or approved by the Board.
The Board has adopted the following Code of Conduct to articulate the standards of behaviour expected of the directors, senior executives, Key Management Personnel (KMP), officers and employees of the Company.
In addition, the Board has adopted the measures outlined in section 2.3 of this Code of Conduct in order to prevent corrupt or unethical conduct and to provide guidance about acceptable forms of entertainment, corporate hospitality, gifts and political donations.
The Company recognises that the behaviour of its directors, senior executives, KMP, officers and employees reflects on the Company's reputation and standing in the community and with security holders. This Code of Conduct will enable the Company to improve, preserve and protect a lawful, ethical and responsible workplace culture and most effectively achieve the values and corporate goals of the Company.
The Company expects that all directors, senior executives, KMP, officers and employees will:
The Company expects its directors, senior executives, KMP, officers and other employees (Personnel) to avoid any circumstances which may lead to a conflict of interest between their or their family's personal interests or activities and the interests or activities of the Company.
Personnel must declare any such circumstances so that either proper approval to continue those interests or activities can be granted, or the conflict may be avoided.
Such matters may include:
The offering of bribes or any other improper payment or benefit to public officials is a serious criminal offence and can damage the reputation and community standing of the Company.
The Company conducts business in an honest and ethical manner and takes a zero- tolerance approach to bribery and corruption.
The Company expects its directors, senior executives, KMP, officers and employees (Personnel), along with its distributors and representatives (including agents, consultants and contractors) (together, Business Partners) to maintain the highest standards of integrity and ethical business practice.
Many countries have laws which prohibit benefits being provided to government officials or officers with the purpose of influencing them to carry out their duties in a particular way. The Company is committed to complying with all applicable laws and standards.
Anti-bribery and corruption laws may have extra-territorial reach and many jurisdictions in which the Company operates have equivalent or similar laws, to which all Personnel and Business Partners must comply.
This section 2.3 outlines what constitutes a bribe and who is a considered to be a public official, along with the process and legal protections that are available when reporting a breach of this Code of Conduct and the applicable laws.
Appropriate action will be taken in respect of any Personnel who breach this Code of Conduct. Breaches by Business Partners will be dealt with in accordance with the terms of their engagement or appointment.
In this Code of Conduct, the following definitions apply:
Bribe means money or any other benefit, including but not limited to cash, travel, gifts, entertainment, secret commissions, employment and directed charitable donations which are provided in order to influence a person to improperly exercise their duty. A benefit offered to a public official which is expressly permitted by written foreign law applicable to the official will not be a Bribe.
Public Official includes:
Each Personnel and Business Partner commits not to:
(c) Gifts and reimbursement of expenses
Entertainment, corporate hospitality and gifts
The Company acknowledges that entertainment, corporate hospitality, sponsored travel or accommodation and the giving of modest gifts (together, Gifts) can, in appropriate circumstances, be legitimate business activities. The framework in this Code of Conduct is not intended to prohibit reasonably and proportionate Gifts. It is designed to prevent Gifts where there is an intention to influence, induce or reward improper performance, in which case the Gift will be considered a Bribe.
This Code of Conduct applies to any Gifts provided in the course of a Personnel's or Business Partner's activities, including Gifts provided or received by Personnel or as Business Partners.
Personnel and Business Partners may provide Gifts to Public Officials or Officers where:
When seeking the required written approval, Personnel must provide the following information:
The receipt or provision of any Gift (or the refusal of any Gift due to it being inappropriate) must be appropriately notified to the Chairperson or the CEO and recorded by the Company in an appropriate register.
Personnel must not contribute any funds, assets or anything else belonging to the Company to any political party or organisation. This extends to the granting of contributions to any individual who holds any form of public office, except where such contributions are authorised under this Code of Conduct.
Reimbursement of expenses
Other than expenses which are occasional and of modest value, Personnel and Business Partners must not offer or promise to reimburse or pay expenses incurred by a Public Officialor any other person, without the prior written approval of the Chairperson or CEO.
Reimbursement may be approved where:
(d) Reporting breaches
The Board self-reports any suspected breaches of this section 2.3 of this Code of Conduct or any other suspicious or corrupt interactions between Public Officials and Personnel and/or Business Partners (such as any express or implied requests for Bribes from Public Officials or other persons) to the appropriate body of the relevant jurisdiction in which the suspected breach has taken place in order to:
Any internal reporting of a breach or other suspicious or corrupt interactions will be dealt with in accordance with the Company's Whistleblower Policy (attached at section 4 of this Corporate Governance Policy).
In accordance with the Whistleblower Policy, an Eligible Whistleblower (see definition in section 4 of this Corporate Governance Policy) reporting the breach or inappropriate conduct will be protected from any victimisation or harassment, discrimination, demotion, dismissal or current or future bias asa result of making a report.
In making a report of a breach of this Code of Conduct or other inappropriate conduct, an Eligible Whistleblower may choose to remain anonymous or request that their name be kept confidential (attached at section 5.6 of this Corporate Governance Policy).
Induction training on this Code of Conduct will be provided to all new Personnel and Business Partners. Training is mandatory and will be tailored to the situations most relevant to particular Personnel.
Wherethe CEO determines that further training of particular Personnel, or Business Partners or all Personnel or Business Partners is required, such training will be arranged and will be mandatory.
If Personnel or Business Partners are uncertain about the operation of this Code of Conduct or its application to a particular situation, the point of contact is the Chairman or the CEO.
The CEO will monitor compliance with this Code of Conduct. This Code of Conduct will be periodically reviewed to ensure it continues to operate effectively for the Company's business operations and will be amended as required.
The Boardhas adopted the following Trading Policy to regulate when and how Key Management Personnel (KMP) and Other Employees and the Relatives of a KMP may trade (ie buy and sell) in the Company's Securities, or engage in Short-term Trading, Short Selling or other secured financing arrangements.
This Trading Policy is also designed to regulate the communication of Market-Sensitive Information and Inside Information by KMP and other employees with the intention of minimising the risk or appearance of Insider Trading and the significant reputational damage to the Company that may result.
In this Trading Policy it is important to understand:
This Trading Policy outlines the laws prohibiting Insider Trading, the obligations on KMP, directors, senior executives, officers and other employees in relation to the use of Inside Information in order to gain an improper advantage for themselves or someone else, and the consequences for the Company and its KMP, directors, senior executives, officers and other employees in the event of a breach of these laws.
This Trading Policy applies to all KMP and other employees of the Company at all times, even during trading periods permitted under this Trading Policy. The Company requires strict compliance with this Trading Policy.
To promote compliance with the Insider Trading prohibitions under the Securities law and Companies Law as well as this Trading Policy, a copy of this Trading Policy will be distributed to all employees and directors upon induction.
If any Material Changes are to be made to this Trading Policy, the Company must give the amended Trading Policy to the ASX company announcements office for release to the market within 5 days of making the Material Changes.
Under ASX Listing Rule 12.11, the Company must provide a copy of this Trading Policy to the ASX.
In this Trading Policy:
ASX means ASX Limited ACN 008 624 691;
Closed Period means a fixed period specified in section 3.5 of this Trading Policy; Family
Company has the meaning given to that term in the ASX Market Rules;
Family Trust means a trust defined in the ASX Market Rules;
Hedging Transactions means any transaction or arrangement which partly or totally offsets the risk relating to a current holding, or an element or remuneration, that either has not vested or has vested but remains subject to a holding lock;
Inside Information means any information that is not generally available but which, if it were generally available, a reasonable person would expect the knowledge of that information to have a material effect on the price or value of the Company’s Securities;
Insider Trading means buying or selling, or procuringor encouraging another person to buy or sell Securities whilst in the possession of Inside Information;
KMP or Key Management Personnel means any person who has authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise), the CEO of the Company and other relevant senior executives who report to the CEO;
Market-Sensitive Information means any information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company's Securities;
Material Changes has the meaning given in the ASX Listing Rules, including any changes:
Other Employee means any employee of the Company who:
Personal Interest has the meaning given to the term "Personal Interest" in section 1 of the Companies Law;
Relative has the meaning given to the term "Relative" in section 1 of the Companies Law;
Short Selling means the technique used by traders who borrow the security and sell it in the hope that they will be able to buy the security back at a lower price at some point in the future and close out their short position at a profit;
Short-term Trading means to trade in and out of an entity's securities over a short period of time (ie periods of 1, 2, 3 or 6 months);
Standing Notice, in relation to a director who has an interest in matter, means a notice issued by that director to the Board notifying theBoard of the details and nature of the interest; and
Trading Notice means a notice given in writing as defined under section 3.7 of this Trading Policy.
Care must be taken to ensure that the confidentiality of Inside Information is not unintentionally breached due to the information being in another person's possession.
Any KMP or Other Employee in possession of Inside Information concerning the Company has a duty to:
Any person who possesses Inside Information about the Company's Securities, is generally prohibited from trading, even where:
In addition, KMP and their Relatives are prohibited from entering into Hedging Transactions.
Except as provided in section 4.6 and 4.7 of this Trading Policy, the following persons are generally restricted from trading:
Under ASX Listing Rule 12.12.2, KMP are restricted from trading in the Company's Securities as they are required to meet high ethical standards and investors place high levels of trust and confidence in KMP. In holding an executive position, such as a director or senior executive, in the Company, KMP are most likely to be in possession of Inside Information and Market-Sensitive Information about the Company and are therefore more likely to be vulnerable to allegations of Insider Trading.
Each KMP, and Other Employee is obliged to ensure that each of their related or associated entities complies with this Trading Policy, on the basis that they may also have access to, or come into possession of, Market-Sensitive Information or Inside Information ahead of the market.
For the purposes of this section 3.4, a related or associated entity includes:
This Trading Policy also prohibits Other Employees from trading in the Company's Securities on the basis that they may have access to, or come into possession of, Market-Sensitive Information or Inside Information ahead of the market.
Trading in the Securities , along with Short-term Trading, Short Selling and other secured financing arrangements are not permitted in the period leading up to the publication of yearly and half-yearly results (Closed Periods). No KMP or Other Employee may buy or sell any Securities at any time during the following Closed Periods:
Trading in the Securities along with Short-term Trading, Short Selling and other secured financing arrangements by all KMP and Other Employees of the Company is prohibited when the relevant person is aware of any Inside Information. Without limiting the application of this general prohibition, the Chairperson of the Board may from time to time declare a Closed Period where there is the possibility of any person possessing Inside Information. During a Closed Period all KMP and Other Employees of the Company are prohibited from trading in the Securities along with Short-term Trading, Short Selling and other secured financing arrangements.
ASX Listing Rule 12.12.3 permits trading in certain circumstances, namely if the trading falls within an exclusion, or the trading occurs within a permitted trading window, or if there are exceptional circumstances which enable the trading to occur. However, if a KMP, or Other Employee is in possession of Inside Information about the Company's Securities prior to or while trading, no exception applies and the trading is prohibited under relevant insider trading laws.
(a) Excluded trades
The following types of trades are expressly excluded from the operation of, and the restrictions specified under, this Trading Policy:
(b) Trading during a Closed Period in exceptional circumstances
The Company recognises that KMP or Other Employees may need to trade in the Company's Securities in exceptional circumstances (even during a Closed Period).
Securities and other secured financing arrangements may be traded due to exceptional circumstances if:
Subject to any ad hoc restrictions imposed under section 4.5(c) of this Trading Policy, if aKMP or other employee wishes to trade in Securities along with Short-term Trading, Short Selling and other secured financing arrangements of the Company in exceptional circumstances or during a Closed Period they must give written notice (including via email) to the Chairperson (or in the case of the Chairperson applying for clearance to trade, to the Chairperson of the Audit & Risk Committee) seeking consent to trade (Trading Notice) no less than 7 business days before the proposed trade in order to determine whether such a transaction might be sensitive or infringe the general prohibition on Insider Trading (see above section 3.5 in relation to the general prohibition).
The Trading Notice must set out:
The Trading Notice may be a Standing Notice that the relevant person intends to buy or sell the Securities or engage in Short-term Trading, Short Selling and other secured financing arrangements:
Notifiable interests of directors
The Company requires all directors to provide in a timely manner (and in any event not more than 3 business days after any change in their notifiable interests in the Securities) details of any change. Under ASX Listing Rule 3.19A.2 the Company is required to complete and lodge with ASX an Appendix 3Y (Change of Director's Interest Notice) within 5 business daysafter the change in the relevant director's notifiable interest. In lodging an Appendix 3Y Form, the following information must be included:
Details of purchases or sales of Securities or engagement in Short-term Trading, Short Selling and other secured financing arrangements by officers and employees must also be notified as soon as possible in writing to the Company Secretary to be recorded in the register kept for that purpose.
Register of Dealings
Any director of the Company selling any of their Securities or securities of a related body corporate must submit a notice to the Company Secretary who will keep a register of all such dealings. The register will be tabled at each Board meeting and will be available for inspection by directors at any time. The Company Secretary will prepare and circulate to directors in advance of each Board meeting a summary of transactions notified since the previous Board meeting.
The KMP or other employee mustnot trade the Securities or engage in Short-term Trading, Short Selling and other secured financing arrangements unless and until permission for the proposed trade is received. A decision to permit or not to permit the proposed trade is at the sole discretion of the Chairperson (or in the case of the Chairperson applying for clearance to trade, the Chairperson of the Audit & Risk Committee), taking into account:
It is at the sole discretion of the Chairperson (or in the case of the Chairperson applying for clearance to trade, the Chairperson of the Audit & Risk Committee) whether to grant permission or clearance to trade.
A clearance to trade can be granted or refused without reason and if new information comes to light (e.g. the KMP or Other Employee comes to possess Inside Information), or there is a change in the circumstances of the KMP or Other Employee (ie they no longer have an exceptional circumstance that applies), the Chairperson (or in the case of the Chairperson applying for clearance to trade, the Chairperson of the Audit & Risk Committee) may withdraw their clearance.
The decision of the Chairperson (or in the case of the Chairperson applying for clearance to trade, the Chairperson of the Audit & Risk Committee) is final and binding on the KMP or Other Employee seeking clearance.
Where clearance to trade is refused or withdrawn, the KMP or Other Employee seeking clearance must keep that information confidential and not disclose the fact that their clearance to trade has been refused or withdrawn.
Where clearance to trade is granted by the Chairperson (or in the case of the Chairperson applying for clearance to trade, the Chairperson of the Audit & Risk Committee), the KMP or Other Employee seeking clearance must be advised in writing (including viaemail) that the clearance has been granted. The notification must set out the period in which the Securities or other secured financing arrangements can be traded and whether Short-term Trading and Short Selling and other secured financing arrangements can be engaged in.
Any clearance to trade granted is an exemption from the operation of this Trading Policy and is not an approval to trade. The KMP or Other Employee intending to deal in Securities or engage in Short-term Trading, Short Selling and other secured financing arrangements is personally responsible for any decision to trade and for compliance with relevant laws.
The Company’s shares are listed on ASX. It is a serious offence for a person including a KMP or Other Employee who possess Inside Information to:
The Company Secretary must be immediately advised of any breach of this Trading Policy who, in turn, will report to the Board.
A breach of this Trading Policy may result in disciplinary action, which may include termination of employment in serious cases.
A single offence for breach of Insider Trading provisions by a KMP or Other Employee may result in imprisonment, a substantial fine or both, in addition to other consequences (eg paying compensation for damages suffered by theother party to the transaction).
As part of the Company's overall policy of open disclosure, the Company ensures all material communications regarding its operations are made available to all interested stakeholders in a timely fashion. To ensure that information provided given to the public is timely, accurate, consistent, appropriate and conforms with Company policy, no public statement may be made on any matter concerning the Company's work, employees or customers except in accordance with this policy.
The Company is required to notify ASX of any material information which a reasonable person would expect to have a material effect on the price or value of securities of the Company (unless an exception under ASX Listing Rule 3.1A applies).
The Board is aware of its continuous disclosure obligations in respect of material information, and understands the importance of providing access to that information to the widest audience through market announcements.
The Company Secretary has responsibility for:
To safeguard against inadvertent disclosure of price sensitive information, the Board has limited the number of directors and employees authorised to speak on the Company’s behalf. In order of precedence, the following combinations of officers have authority to speak on behalf of the Company without the prior approval of the Board:
These officers are also authorised to clarify information the Company has released publicly through ASX, but must avoid commenting on other price sensitive matters.
The Company Secretary must be made aware of any information disclosures in advance, including information to be presented at private briefings. This will minimise the risk of breaching the continuous disclosure requirements.
The Company Secretary is responsible for:
The Company will include a copy of this Continuous Disclosure Policy in the "Corporate Governance" section on its website.
Whether a matter is material (and therefore should be reported) needs to be considered from both a quantitative viewpoint (eg a claim for more than a specified amount) and a qualitative viewpoint (eg if it could adversely affect the reputation of the Company).
The Board will determine qualitative and quantitative material guidelines having regard to the financial position and performance of the Company.
Matters that are material should be immediately reported to the Company Secretary.
If there is any doubt as to whether a matter is material, the matter should also be notified to the Company Secretary for further consideration.
The Company must ensure that it does not give analysts any material price sensitive non public information at any time (e.g. during analysts' briefings, answering analysts questions or reviewing draft analyst research reports).
Where possible, the Company will provide advance notice of significant group briefings and will use reasonable endeavours to make them as widely accessible as possible (including through the use of webcasting, or publishing recordings or transcripts on the Company's website).
When responding to enquiries or correcting errors from analysts, the Company must be careful not to inadvertently provide analysts with material non-public information (e.g. inadvertently releasing financial information by correcting an analyst's profit forecasts).
In order to increase transparency and confidence in the Company's disclosure practices, all information to be given to analysts at a briefing (such as presentation slides) must first be given to the Company Secretary for release to the ASX.
The Company will carefully monitor all dealings with analysts to ensure that material non- public information is not inadvertently disclosed, and if it is, to immediately disclose that information to ASX. This may include audio recordings of dealings, the taking of detailed notes of conversations or having a designated person to observe proceedings with analysts. The Company will maintain an internal record of briefings with investors and analysts, (including details on the time and place, as well as a list of attendees).
In general, the Company does not respond to market speculation and rumours except where:
Only authorised Company spokespersons (see section 4.2 above) may make any statement on behalf of the Company in relation to market rumours or speculation. If employees or officers become aware of any market speculation or rumours which the Company Secretary may not be aware of, these should be reported to the Company Secretary.
The Company will comply with its obligations under ASX Listing Rule 3.1 as follows:
"3.1 Once an entity is or becomes aware of any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity's securities, the entity must immediately tell the ASX that information.
3.1A Listing rule 3.1 does not apply to particular information while each of the following is satisfied in relation to the information:
The Company will be "aware" of information if a director or other officer has, or ought reasonably to have, come into possession of that information in the course of their role with the Company. Once the Company becomes aware of information that it assesses to be material, the Board will assess if the exception under ASX Listing Rule 3.1A applies.
The Company Secretary is responsible for notifying the ASX of any material information that does not meet the exception under ASX Listing Rule 3.1A.
Note there is also an obligation under Listing Rule 3.1B to correct or prevent a false market in the Company's shares if the ASX asks for information to be publicly released.
This Board policy on continuous disclosure will be reviewed annually by the Board to ensure its effectiveness. This Continuous Disclosure Policy may only be amended with approval by the Board.
The Company is committed to fostering a culture of good corporate governance and ethical behaviour for its officers, employees and contractors (Personnel).
The Company has implemented this Whistleblower Policy (Whistleblower Policy) to provide Personnel with a mechanism for addressing any concerns about the Company's operations and activities in order to provide transparency around the Company's framework for receiving, handling and investigating reports of undesirable and unlawful conduct to prevent the conduct from occurring in the future.
The Company believes that the best way to maintain this culture is through a secure and safe working environment in which Eligible Whistleblowers are able to report instances of undesirable and unlawful conduct without fear of victimisation, retaliation or reprisal from the Company or its Personnel.
In this Whistleblower Policy it is important to understand:
In addition, this Whistleblower Policy outlines who is considered to be an Eligible Whistleblower, what is considered to be a Disclosable Matter, how and to whom an Eligible Whistleblower may report or make a disclosure and the legal protections available where such disclosures are made.
This Whistleblower Policy applies to the Company and all of its related bodies corporate, including those operating outside of Israel and reflects the requirements under the ASX Corporate Governance Principles and Recommendations (the Fourth Edition).
An Eligible Whistleblower means any person or body corporate who is currently, or has ever been:
This Whistleblower Policy applies to and protects all Eligible Whistleblowers who have made:
(a) Disclosable Matters
Disclosable Matters means any conduct by a person who is connected with the Company (including an employee or officer of the Company) or related bodies corporate and the Eligible Whistleblower has reasonable grounds to suspect that such conduct:
(b) Non-Disclosable Matters
This Whistleblower Policy is not intended to replace any other reporting processes relating to complaints about Personnel's employment which may have implications for Personnel personally but do not have significant implications for the Company or any other entity with which the Company has dealings with (Personal Work-Related Grievances).
Personal Work-Related Grievances include:
Generally, any reports made in relation to Personal Work-Related Grievances, do not constitute Disclosable Matters and do not qualify for whistleblower protection under this Whistleblower Policy.
Personal Work-Related Grievances may be protected under this Whistleblower Policy if the grievance includes any information as specified in section 7.3 of this Whistleblower Policy or where Personnel suffer from or are threatened with retaliation or harassment for making a report of Disclosable Matters.
An Eligible Whistleblower may make a report concerning a Disclosable Matter to an Eligible
Recipient who includes:
The Company has appointed a Whistleblower Protection Officer who is appropriately trained and qualified to receive and handle reports of Disclosable Matters and to safeguard the interests of Eligible Whistleblowers.
The Whistleblower Protection Officer is Raanan Alergand.
The Whistleblower Protection Officer will be responsible for appointing the Whistleblower Investigation Officer who will investigate the report of Disclosable Matters. The Whistleblower Investigation Officer must not have a personal interest in the Disclosable Matter.
The Whistleblower Protection Officer is also responsible for protecting an Eligible Whistleblower's rights under this Whistleblower Policy and ensuring that each report of Disclosable Matters complies with the relevant legislation.
Personnel may contact the Whistleblower Protection Officer to seek accurate and confidential information and advice in relation to this Whistleblower Policy including information about how to make a report of Disclosable Matters.
An Eligible Whistleblower may make a report concerning a Disclosable Matter to a legal practitioner for the purposes of obtaining legal advice or legal representation in relation to the operation of the whistleblower protection regime.
An Eligible Whistleblower may make a report concerning a Disclosable Matter to a registered tax agent or BAS agent who provides tax agent services to the Company, or any other officer of the Company who has duties that relate to tax affairs.
An Eligible Whistleblower may also report Disclosable Matters directly to an external regulator or any other regulatory body and qualify for protection under this Whistleblower Policy.
Eligible Whistleblowers may make a Public Interest Disclosure or an Emergency Disclosure to a journalist or parliamentarian.
(a) Public Interest Disclosures
A Public Interest Disclosure is a report of Disclosable Matters made to a journalist or parliamentarian. In making a Public Interest Disclosure, Eligible Whistleblowers will qualify for protection under the whistleblower protection regime where the following applies:
If an Eligible Whistleblower is unsure whether the Public Interest Disclosure provisions described in this section (a) apply to their report of Disclosable Matters, they are encouraged to contact the Whistleblower Protection Officer or seek external legal advice.
(b) Emergency Disclosures
An Emergency Disclosure is a report of Disclosable Matters made to a journalist or parliamentarian that is necessary to inform the journalist or parliamentarian of substantial and imminent danger. In making an Emergency Disclosure, Eligible Whistleblowers will qualify for protection under the whistleblower protection regime where the following applies:
If an Eligible Whistleblower is unsure whether the Emergency Disclosure provisions described in this section (b) apply to their report of Disclosable Matters, they are encouraged to contact the Whistleblower Protection Officer, or seek external legal advice.
All disclosures will be taken seriously and will be thoroughly investigated by the Company
In order to be protected by this Whistleblower Policy, Eligible Whistleblowers must make a report of Disclosable Matters directly to an Eligible Recipient, as defined above in section 7.4 of this Whistleblower Policy. Any report of Disclosable Matters which is not made directly to the Whistleblower Protection Officer will be referred to the Whistleblower Protection Officer, subject to the consent of the Eligible Whistleblower.
The report should include a full disclosure of the relevant details of the conduct and, wherever possible, provide the reasons for their concerns and all supporting documentation, if available.
Eligible Whistleblowers may elect to remain anonymous by employing any of the options listed below or by creating an anonymous email address from which to send their report of the Disclosable Matters. In making an anonymous report of Disclosable Matters, the Eligible Whistleblower will still be protected under the whistleblower protection regime.
All information provided to the Whistleblower Protection Officer will be kept confidential and will only be disclosed in accordance with this Whistleblower Policy or as required by law.
The Whistleblower Protection Officer will ensure that all telephone calls are conducted in private and that all emails are kept confidential. Personnel wishing to meet with the Whistleblower Protection Officer away from the workplace should contact the Whistleblower Protection Officer directly to arrange a meeting (this could be outside of business hours).
If Eligible Whistleblowers believe it is necessary to do so, they may also report Disclosable Matters directly to an external regulator or any other regulatory body and qualify for protection under this Whistleblower Policy.
For the avoidance of doubt, an Eligible Whistleblower can still qualify for protection under the whistleblower regime even if their report of Disclosable Matters turns out to be incorrect.
If an Eligible Whistleblower has made a report of Disclosable Matters which is deliberately false, or is trivial or without substance, the Eligible Whistleblower's conduct will be considered a serious breach of this Whistleblower Policy.
To ensure the Company adheres to the principles of good corporate governance, all reports of Disclosable Matters received by the Whistleblower Protection Officer will also be delivered to the Board for review. The Board is required to comply with all sections of this Whistleblower Policy and the whistleblower protection regime.
In order to ensure fairness and to avoid possible risk to the objectivity of the investigation, Eligible Whistleblowers should not discuss their report and should keep confidential the fact that they have made a report of Disclosable Matters against the Company.
If an Eligible Whistleblower does not wish to be identified, they may adopt a pseudonym, communicate anonymously via telephone or through email, or refuse to answer any question that the Eligible Whistleblower believes could reveal their identity. However, the Company may not be able to undertake an investigation if it is not able to contact the Eligible Whistleblower.
The Whistleblower Protection Officer, Whistleblower Investigation Officer and any other person connected with the investigation must ensure that all disclosure materials, along with the identity of, and any information relating to the Eligible Whistleblower remains confidential including any information or an opinion about a person, a person's race or ethnicity, political opinion, religious beliefs, sexual orientation, health information, employee record information, or any other information that may lead to the identification of a person (Personal Information).
Personnel must protect and maintain the confidentiality of Eligible Whistleblowers they know or suspect to have made a disclosure and any unauthorised identification or disclosure of an Eligible Whistleblower's identity may constitute a criminal offence under law.
The Company will endeavour to protect the anonymity of Eligible Whistleblowers by ensuring that all information and Personal Information concerning a report of Disclosable Matters is held in the strictest confidence and stored securely and is not disclosed to a person who is not directly connected with the investigation.
However, the Company may disclose the identity of the Eligible Whistleblower where:
In addition, the Whistleblower Protection Officer, Whistleblower Investigation Officer and any other person connected with the investigation into the report of Disclosable Matters must ensure that all communications and documents relating to the investigation of a disclosure are not sent to an email address that may be accessed by any other person who is not directly connected with the investigation into the report of Disclosable Matters.
It is an offence for the Company or its Personnel to cause, or threaten to cause, any action or behaviour that is, or could be perceived to be, victimisation, retaliation or harassment of an Eligible Whistleblower (Detriment).
The Company and its Personnel will ensure that, as a result of making a report of Disclosable Matters, Eligible Whistleblowers are not subject to or threatened with:
In addition, the Company or its Personnel, as a result of an Eligible Whistleblower making a report of Disclosable Matters must not:
If an Eligible Whistleblower suffers Detriment as a result of making a report of Disclosable Matters, they should contact the Whistleblower Protection Officer who will assist and support the Eligible Whistleblower in managing stress, seeking counselling or other professional or legal services.
However any disciplinary measures relating to an Eligible Whistleblower's individual misconduct, including unsatisfactory work performance, that is unrelated to the report of Disclosable Matters, does not constitute Detriment.
If the Company or its Personnel fail to take reasonable precautions to protect an Eligible Whistleblower from suffering loss, damage or injury as a result of making a report of Disclosable Matters, or fails to exercise due diligence to prevent the Detriment, the Company or its Personnel may be liable to pay compensation or any other remedy as determined by a court.
In making a report of Disclosable Matters, Eligible Whistleblowers are protected from civil, criminal and administrative liabilities. However, Eligible Whistleblowers may still be personally liable for their involvement in the Disclosable Matters, even if the Eligible Whistleblower reports the conduct.
In addition, the protections listed above do not grant an Eligible Whistleblower immunity from disciplinary measures for their individual misconduct, including unsatisfactory work performance, which is unrelated to the report of Disclosable Matters.
If an Eligible Whistleblower believes they have suffered Detriment they are encouraged to contact the Whistleblower Protection Officer, seek external legal advice or contact appropriate regulatory bodies.
Investigations into reports of Disclosable Matters will be conducted by the Whistleblower Investigation Officer, who has been appointed by the Company (via its Whistleblower Protection Officer) for this purpose.
It is the responsibility of the Whistleblower Investigation Officer to ensure that all investigations into reports of Disclosable Matters are conducted in accordance with this Whistleblower Policy.
In order to ensure proper process and to prevent actual or perceived unethical conduct, the offices of the Whistleblower Protection Officer and Whistleblower Investigation Officer will not be held by the same person.
The Whistleblower Protection Officer will provide details of each report of Disclosable Matters they receive to the Whistleblower Investigation Officer on a confidential basis who will then conduct an investigation into the report to determine whether the report falls within the scope of this Whistleblower Policy and whether a formal investigation is required.
The objective of a formal investigation is to locate evidence that either substantiates or disproves the claims made in a report of Disclosable Matters. In conducting a formal investigation, the Whistleblower Investigation Officer will:
The Whistleblower Investigation Officer will also maintain appropriate records and documentation for each stage of the investigation process. All parties will be given the opportunity to be heard and will have the right to legal representation, if required.
Depending on the nature and scope of the allegations made in the report of Disclosable Matters, the Whistleblower Investigation Officer will advise the Eligible Whistleblower within 20 business days of them making the report whether an investigation into the Disclosable Matters has been undertaken and the start date of the investigation, whether the investigation has been completed and any action that is to be taken to address the Disclosable Matters, subject to any applicable confidentiality or privacy requirements or other relevant considerations.
If the investigation is ongoing, the Whistleblower Investigation Officer will regularly update the Eligible Whistleblower on the progress of the investigation until the investigation is finalised.
Once an investigation is completed, the Whistleblower Investigation Officer will report the findings of the investigation to the Whistleblower Protection Officer (Investigation Report)
A copy of the Investigation Report will be provided to the Company's Audit & Risk Committee in order to assist in updating and amending the risk management and compliance frameworks.
If the Audit & Risk Committee is satisfied that the Disclosable Matters have occurred, they will make a recommendation to the Whistleblower Protection Officer as to the action that should be taken.
If the Audit & Risk Committee is not satisfied that the Disclosable Matters have occurred, they will provide a report of the findings of the investigation to the Whistleblower Protection Officer including a summary of the reasons why they are not satisfied that the Disclosable Matters have occurred.
Where appropriate, the Whistleblower Protection Officer will communicate a summary of the findings of the investigation to the Eligible Whistleblower and the person named in the report of Disclosable Matters (ie the Disclosee).
If the Eligible Whistleblower is not satisfied with the decision or recommendations made by the Audit & Risk Committee, they may lodge a complaint with an appropriate regulatory body or appeal to the Audit & Risk Committee of the Company.
Any Personnel named in reports of Disclosable Matters (Disclosees) have the right to be informed of, and given the opportunity to respond to, the content of any allegations made against them prior to any final decision being made by the Chair of the Audit & Risk Committee.
The Company will protect Disclosees by ensuring that all Personal Information relating to the Disclosee remains confidential unless a formal investigation finds that the Disclosable Matters have occurred.
Personnel will be made aware of the existence of this Whistleblower Policy and the mechanisms for reporting Disclosable Matters through staff briefing sessions and team meetings, the Company's induction packages, employee handbooks and new-starter training programs, staff noticeboards and also via the Company's website (which may be accessed here: https://www.ngsolutions.co/).
The Company will also provide ongoing education and training programs for all Personnel in relation to this Whistleblower Policy and its processes and procedures in order to ensure company-wide knowledge and understanding of all rights and obligations under this Whistleblower Policy.
All Eligible Recipients will be provided with training and resources in order to ensure consistency and company-wide knowledge and understanding of the processes and procedures for responding to reports of Disclosable Matters under this Whistleblower Policy.
The Company's Secretary is responsible for the oversight and monitoring of this Whistleblower Policy and will review this Whistleblower Policy on a regular basis at least every 2 years.
This Whistleblower Policy may only be amended with approval by the Board.