Corporate Governance

Whistleblower Policy

Dark Blue Sea Ltd’s Whistleblower Policy and related procedures ("Whistleblower Policy") have been prepared in accordance with the Australian Standard AS 8004 (Whistleblower Protection Programs for Entities) 2003. The Whistleblower Policy has been adopted for the purpose of aiding in the implementation of the Company’s Corporate Ethics Policy and its Fraud & Corruption Control Policy.

The purpose of the Whistleblower Policy, is to support and promote a culture of honesty, ethical behavior and good corporate governance within Dark Blue Sea Ltd and its subsidiaries ("the Company") for the benefit of all stakeholders and to protect individuals, who in good faith, report conduct or activity of fellow employees or directors which they reasonably believe to be fraudulent, corrupt, contrary to company policy or otherwise illegal.

The Company’s Whistleblower Policy is also intended to encourage a culture of openness and transparency where concerns regarding suspected fraud or corruption or illegal activity can be reported in the appropriate way at an early stage without the person requiring actual evidence of such activity and without fear or apprehension that they will be vilified or victimised in any way.

The Company encourages its employees to make any disclosures openly and honestly. All disclosures made under this Whistleblower Policy will be dealt with in a confidential manner irrespective of the Whistleblower's desire for anonymity.

Who does this policy apply to?

This Whistleblower Policy shall apply to:

  • all employees (whether full-time, part-time or casual);
  • directors; and
  • independent contractors of the Company

who disclose a Reportable Activity (as defined below) in accordance with the terms of this Whistleblower Policy ("the Whistleblower").

Reportable Activity

The following shall constitute "Reportable Activity" under this Whistleblower Policy:

  • suspected or actual incidents of fraud or corruption (as those terms are defined in the Company’s Fraud & Corruption Control Policy);
  • suspected or actual conduct or activity which breaches any law or regulation including but not limited to the Corporations Act (Cth), the ASIC Act (Cth) or the ASX Listing Rules;
  • a suspected or actual breach of the Company’s policies, practices, procedures or other rules of conduct;
  • suspected or actual coercion, harassment or discrimination by, or affecting, any employee, director or contractor of the Company;
  • suspected or actual misleading or deceptive conduct of any kind, including conduct or representations which amount to improper or misleading accounting or financial reporting practices either by, or affecting, the Dark Blue Sea Group;
  • situations within the Company’s control which pose a danger to the health or safety of any person; or
  • situations within the Company’s control which pose a significant danger to the environment.

Disclosure of Reportable Activity

Disclosure of information regarding a Reportable Activity ("the Report") should initially and promptly be made by the Whistleblower to one or more of the following persons within the Company (the "Reporting Officers"):

  • Chief Operations Officer,
  • Operations Manager,
  • Chief Financial Offer,
  • Chief Executive Officer; or
  • Fraud Control Officer

In the event that the Whistleblower has reasonable grounds to believe that some or all of the above persons are involved in the Reportable Activity, disclosure of the Reportable Activity may be made directly to the Australian Securities and Investment Commission (ASIC) or to the Company’s auditors.

What evidence is needed before investigation?

Under the terms of this Whistleblower Policy, the Whistleblower is required to have reasonable grounds for suspecting the Reportable Activity being disclosed.

The Whistleblower should, at the minimum, be required to provide in the Report, information regarding the type of activity or conduct constituting the Reportable Activity, identify the person(s) suspected as being involved, when it occurred and who was affected.

The Whistleblower must have first-hand knowledge of the facts disclosed in the Report (i.e. information obtained from a third party or "hearsay" is not sufficient).

However the Whistleblower should not be discouraged from making a Report because they are unsure whether there is sufficient evidence to support their allegations.

Whistleblowers making a Report in bad faith or based on unfounded allegations or containing malicious, slanderous, frivolous or vexatious claims may be subject to disciplinary action by the Company.

Can disclosures be made anonymously?

A Whistleblower can make a Report under this Whistleblower Policy anonymously.

However, there are significant limits on the ability to investigate anonymous disclosures. If the anonymous Report leaves out key facts or information, then the Reporting Officer and any other person(s) investigating the report may be unable to properly pursue the investigation or maintain the anonymity of the Whistleblower.

Accordingly, it is preferable if the identity of the Whistleblower is made known to the Reporting Officer. The ability to conduct a full investigation into certain matters may be restricted if the Whistleblower chooses to remain totally anonymous and as such will not be afforded the protection available under this Whistleblower Policy and/or the Corporations Act (if appropriate).

What happens after a Report is made?

At the time of receiving the Report, the Reporting Officer should seek the consent of the Whistleblower to disclose the Report and the identity of the Whistleblower immediately to the Fraud Control Officer and the Chief Executive Officer and later to the Company’s Board of Directors.

Subject to the Whistleblower having identified themselves in the Report or otherwise at the time of making the Report, the Reporting Officer cannot disclose the Report and/or the identity of the Whistleblower to any third party other than the Australian Securities and Investment Commission ("ASIC"), the Australian Prudential Regulation Authority ("APRA") or the Australian Federal Police ("AFP"), unless they have received the prior consent of the Whistleblower.

If the Fraud Control Officer, the Chief Executive Officer, or members of the Board are suspected of being involved in the Reportable Activity, the Report and the identity of the Whistleblower should not be disclosed by the Reporting Officer to such person(s).

The Fraud Control Officer, Reporting Officer and/or the Chief Executive Officer to whom the Report has been disclosed ("the Investigators") will jointly proceed with an investigation into the accuracy of the disclosure and the seriousness and extent of the Reportable Activity.

The Investigators must take all reasonable steps to ensure that investigations regarding the Report are fair and unbiased, by ensuring that:

  • any person who may be affected by the investigation should have the opportunity to put their case forward and to be aware of the allegations and evidence against them;
  • the Investigators will obtain specialist, independent advice on matters outside their knowledge or expertise. All employees of the Company are required to assist the investigator to the maximum possible extent in carrying out investigations; and
  • investigations will be carried out as fast as reasonably practicable and with a degree of confidentiality consistent with the seriousness of the allegations raised.

The Investigators will keep detailed records of all interviews conducted and all records reviewed which affect the outcome of the investigation.

Disclosure and reporting of investigations

Because of the potential for investigations to damage the career prospects and reputation of people who are the subject of serious allegations, it will generally be inappropriate for the Investigators to make reports regarding progress of the investigation to anyone other than the Board.

The Investigators may also choose to involve the Whistleblower in the investigation, either by seeking more information or otherwise providing feedback.

However, if the Investigators believe that the interests of a fair investigation or the protection of the Whistleblower are served better by excluding them from the investigation, then the Investigators may do so.

What happens to the Whistleblower?

This Whistleblower Policy affords protection to the Whistleblower by forbidding any person from acting in a way which results in the Whistleblower receiving less favourable treatment or otherwise penalises the Whistleblower as a result of making a Report under this Whistleblower Policy. Such acts includes any threat, reprimand, reprisal, victimization, change in work duties, change in employment amenities, change in reporting requirements, damage to career prospects or reputation, or any other deliberate act or omission which results in actual or potential harm to the Whistleblower. Any person subjecting the Whistleblower to any of the above acts may be subject to disciplinary action.

Protecting the identity of a whistleblower

One of the key ways to protect the Whistleblower from reprisals or victimization is to keep their identity confidential. The Reporting Officer and the Investigators are required to do everything reasonable to ensure that the identity of the Whistleblower is kept secret during the course of any investigation and is not disclosed to anyone other than those persons to whom the Report and/or the Whistleblowers Identity is disclosed to in accordance with this Policy, or unless the Report and/or the identity of the Whistleblower is required to be disclosed pursuant to an order of a court, tribunal or government agency.

Reporting on the outcome of Investigations

At the end of the investigation, the Investigators must submit a report to the Board (subject to the Whistleblower having given their prior consent to the Report and the identity of the Whistleblower being disclosed to the Board). The reports to the Board should summarise the Report, conduct of the investigation and the evidence collected, the findings made and the recommended course of action.

Reports by Whistleblowers to persons outside the Company

It is the Company’s preference that where practicable, Reports should be made to a Reporting Officer within the Company, rather than to an external party.

In the event that a Report is made by the Whistleblower to the media or to other parties not authorized by this Whistleblower Policy to receive Reports, the Whistleblower shall not be afforded the protection of this Whistleblower Policy.

Employees are also reminded of their general duty to keep information regarding the Company’s affairs secret and confidential.

Review of this policy

The Company’s whistleblower program (including this Whistleblower Policy) should be reviewed at least every 2 years by the Board, in consultation with the Investigators.

The review should address the overall effectiveness of the whistleblower program, by taking into account the number and the nature of Reports made, the manner in which the investigations are carried out (including the associated costs to the Company), the findings of the investigations and the course of action taken, the consequences of making a Report on the Whistleblower, and the general compliance with this Whistleblower Policy.

This policy was approved by the Board of Dark Blue Sea Ltd on 26 April, 2006.

Policies