WHISTLEBLOWER POLICY

Purpose

The Whistleblower Policy (the “policy”) details the framework for receiving, investigating, and addressing allegations of Reportable Matter by a Whistleblower/Discloser to an Eligible Recipient that concerns the activities of Terry Shields Pty Ltd (“Company”).

The Company is committed to ensuring a culture of ethical, safe behaviour and good business governance. This policy is designed to promote open communication throughout the Company, develop practices that reduce the risk of Reportable Matter, and safeguards the reputation, values, and ethics of the Company.

Objectives

The objectives of this Whistleblower Policy are to:

• Provide a clear framework and process to make any and all allegations as a Protected Disclosure;
• Ensure any reports of a Reportable Matter are dealt with appropriately;
• Provide Whistleblowers with a clear understanding of how allegations will be handled;
• Protect Whistleblowers as best as possible from victimisation and retaliation;
• Support Whistleblowers throughout the reporting process;
• Provide natural justice and procedural fairness to anyone who is the subject of an allegation of Reportable Matter.

Who does this Policy apply to?

This policy applies to “Whistleblowers/Disclosers” which means anyone who is, or has been, any of the following with respect to all entities within the Company employees, directors, officers, contractors (including employees of contractors), suppliers (including employees of suppliers), associates, consultants, and relatives, dependents, spouses, or dependents of a spouse of any of the above.

The protections in this Policy will also apply to anyone who has made a disclosure of information relating to an entity in the Company to a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to whistleblowing protection laws.

Definitions

Eligible Recipients – in relation to the Company include officers, directors, senior managers, auditor or a member of an audit team conducting an audit; and actuaries.

Protected Disclosures – is a report of Reportable Matter made in accordance with this Whistleblower Policy.

Reportable Matter - is deemed a serious wrongdoing by the Company, or Company employees.

Serious Wrongdoing – is defined as but not limited to dishonesty, corrupt behaviour, illegal activities, theft, fraud, breach of company policies or procedures, bribery, sabotage, violence, victimisation, cover up of wrongdoing.

Whistleblower/Discloser – is a person with an allegation of serious wrongdoing that reports the matter and who is, or has been, any of the following with respect to all entities within the Company: employee, director, officer, contractors (including employees of contractors), suppliers (including employees of suppliers), associates, consultants, and relatives, dependants, spouses, or dependents of a spouse of any of the above. The protections in this Policy will also apply to anyone who has made a disclosure of information relating to an entity in the Company to a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to whistleblowing protection laws.

Whistleblower Policy - details the framework for receiving, investigating, addressing, recording, and reporting allegations of Reportable Matter.

Protected Disclosures

To be protected under this Whistleblower Policy, a Whistleblower must:

1. Act honestly with genuine or reasonable belief that the information in the allegation is true or likely to be true;
2. Make the disclosure in accordance with this Policy;
3. Not themselves engage in serious misconduct or illegal conduct in relation to the Reportable Matter.

Where a Whistleblower makes a Protected Disclosure that person will be protected from disciplinary action, victimisation, retaliation, or claims as a result of having made the report. The Whistleblower must, at all times, during the reporting process, continue to comply with this Policy.

If for any reason the identity of the Whistleblower is known, reasonable steps to protect the Whistleblower from retaliation or discriminatory action will be made.

Reportable Matters

Reportable Matters are deemed serious wrongdoing by the Company, or Company employees at any time. Reportable Matters includes but is not limited to the following:

• Dishonest, corrupt, or illegal activities;
• Theft, fraud, money laundering, or misappropriation;
• A serious breach of the group’s policies and procedures;
• Offering or accepting a bribe;
• Use of Company funds or Group resources in a manner that falls within the scope of Reportable Matters;
• Damage/sabotage, violence, drug & alcohol sale/use;
• Causation of risk to health and safety of workers;
• Illegal activity, and/or unethical conduct;
• Bullying, discrimination, harassment, or abuse;
• Victimising someone for reporting Reportable Matters;
• Recrimination against someone because they participated in and investigation or review;
• Any instruction to cover up or attempt to cover up serious wrongdoing.

Making a Report

To report a Reportable Matter the matter is to be made either:

1. Internal Reporting for Employees - Verbally or in writing to their immediate Manager, or General Manager as an Eligible Recipient.or
2. External Reporting – email to [email protected]; phone General Manager on 02 9204 6444 between 8:30am-5:30pm 7 days a week; postal PO Box 2516 North Parramatta NSW 2151.

The Whisleblower must inform the Eligible Recipient that they wish to make a report under this Policy, and can remain anonymous. All reasonable steps to reduce the risk that the Whistleblower will be identified as a result of the investigation.

If a whistlleblower is unable to use any of the above reporting channels, a Whistleblower can be made to an “eligible recipient” in relation to the Company such as: officers, directors, senior managers, auditor or a member of an audit team conducting an audit; and actuaries.

Reports made under this Policy should describe the grounds for the report and should provide as much detail as possible of all relevant facts and supporting documentation (if any). Information contained in reports and provided by a Whistleblower in the course of an investigation will be kept confidential, except as required by law of where disclosure is necessary to regulatory authorities, law enforcement agencies or professional advisors to the Company.

Support and Protection

The Eligible Recipient in receipt of a Reportable Matter is required to;

• Safeguard the interests of the Whistleblower,
• Assess the immediate welfare and protection needs of a Whistleblower and, where the Whistleblower is an employee seek to foster a supportive work environment,
• Respond as appropriate and necessary to any concerns or reports or victimisation by a Whistleblower as part of the Company Grievance Procedures.

A Whistleblower will not be subject to any civil, criminal, or disciplinary for making a report that is covered by this Policy, or for participating in any subsequent investigation by the Company.

No employee, officer, or contractor of the Company may engage in detrimental conduct against a Discloser who has made or proposes to make a report in accordance with this Policy, because of such report or proposed report.

All reasonable steps will be taken to ensure that a Whistleblower will not be subject to any form of victimisation, discrimination, harassment, demotion, dismissal or prejudice, because they have made a report. However, this policy will not protect the Whistleblower if they are involved in or connected to improper conduct or illegal activities that are subject of a report.

The Company is committed to ensuring that any and all persons who reports Reportable Matter acts as a witness or participates in any way with respect to a report of Reportable Matter is not victimised. The Company will thoroughly investigate any reports of victimisation. If proven, those who have victimised a person may be the subject to disciplinary action.

Employees who have reported a Reportable Matter and require support can access the Company Employee Assistance Programme as required. Use of this support service may require the Whistleblower to consent to disclose their identity or information that is likely to lead to the discovery of their identity.

Confidentiality and Privacy

All reasonable efforts to ensure the identity of a Whistleblower remains confidential throughout the investigation process. Disclosure will only occur if:

• The Whistleblower consents to the disclosure of their identity;
• Disclosure of the Whistleblower is compelled by law;
• Disclosure is necessary to prevent a serious threat to any person’s health or safety; or
• It is necessary to protect or enforce the Company’s legal rights or interests or to defend any claims.

On receipt of a Whistleblower report by a Manager or General Manager they must not disclose that report to anyone other than the Financial Controller, Legal and Compliance Manager, or Dealer Principal. Unauthorised disclosure of the Whistleblower’s identity or information from which the identity of the Whistleblower could be inferred will be regarded as a disciplinary matter and will be dealt with in accordance with Company Grievance and Disciplinary procedures.

A Whistleblower must keep all information relating to an allegation confidential at all times, both during any investigation process and following any resolution of any allegation.

Investigation

A Whistleblower report may only be investigated and acted upon following referral to the Financial Controller, Legal and Compliance Manager, or Dealer Principal. Any other person including Manager or General Manager who receives a report of Reportable Matter must immediately refer it to the Financial Controller, Legal and Compliance Manager, or Dealer Principal, take no further action, and keep the report confidential.

All allegations of Reportable Matter pursuant to this Policy must include the following:

• The date the Whistleblower made the report;
• The date and substance of the Reportable Matter;
• The identity and level of seniority of the alleged wrongdoer;
• The level of risk associated with the alleged wrongdoing.

All Protected Disclosures will ultimately be reported to the Dealer Principal and recorded as part of the Whistleblower Register.

The Financial Controller, Legal and Compliance Manager, or Dealer Principal will determine whether there is sufficient information existing to allow the report to be investigated, whether an investigation is required, and determine the appropriate investigation process including:

• The nature and scope of the investigation;
• Who will conduct the investigation and whether that person should be external to the Company,
• The nature of any technical, financial or legal advice that may be required;
• A timeframe for the investigation

A member of the Company who is implicated may be temporarily stood down on full pay whilst an investigation is in process, or may be temporarily transferred to another office, department, or workplace, if appropriate in the circumstances. Any such stand down or temporary transfer may only continue for the duration of the investigation. If the investigation determines the allegations to be unsubstantiated, the employee or officer will be reinstated to full duties.

The Whistleblower will if appropriate be informed on a continuing basis as to the nature and progress of the investigation.

The Company may be required to refer any allegation of Reportable Matter to the Police or other statutory authorities Australian Securities and Investment Commission (ASIC), Australian Taxation Office (ATO), Department of Foreign Affairs and transport (DEFAT), Australian Security Intelligence Organisation (ASIO), or the Department of Immigration, and will only disclose the Whistleblower when required by law.

Investigation Findings

The Company will apply the principles of procedural fairness and natural justice to the conduct of any investigation and resultant findings arising under this Policy. The person leading the investigation will report their findings to the Dealer Principal as agreed between the Parties and in accordance with the Company Risk Policy and Risk Matrix. At the conclusion of the investigation the findings will be presented to the Dealer Principal for review and decision. The Dealer Principal or as delegated by the Dealer Principal will approve and communicate the final decision, and inform the Whistleblower when the investigation has concluded and a final decision has been implemented.

Record Keeping and Accountability

The Company has established and maintains a register and records of all reports of Reportable Matter received, the investigation process undertaken and any actions taken to resolve the matter.

The Chair of the Audit and Risk Committee periodically reviews the Whistleblower Register to ensure that proper processes are being followed.

Policy Review and Amendment

Company policies, procedures and official documentation are reviewed in accordance with its Compliance and Programme. Any amendments will be published on the Company websites. lexusofparramatta.com.au