Overview and Purpose

This whistleblower policy (Policy) outlines the process by which whistleblowers can report any illegal, unethical or improper conduct, and the protections (including statutory legal protections) from any reprisal or detrimental action that are available to whistleblowers.

For the purposes of this document, the Alumina Group (or Group)means Alumina Limited (ACN 004 820 419) (Alumina or the Company) and its related bodies corporate.

The Alumina Group is committed to ensuring that individuals who disclose wrongdoing can do so safely, securely and with confidence that they will be protected and supported. The Alumina Group is equally committed to corporate compliance and seeks, through this Policy, to provide a framework for compliance with obligations under relevant laws.

This Policy includes, and should be read in conjunction with the Schedules to this Policy.

Scope of this Policy

1)         This Policy applies to people within and external to the Alumina Group, including all employees, directors and third-party service providers. The Alumina Group encourages all persons to report any information which indicates that the Company or an Alumina Group entity is not acting lawfully or ethically or in socially responsible manner.

2)         In addition to any protections under this Policy, the Corporations Act 2001 (Cth) (Corporations Act) and the Tax Administration Act 1953 (Cth) (Tax Administration Act)) provide statutory legal protections for certain “Qualifying Disclosures” made by an “Eligible Whistleblower” in relation to a company that is registered under the Corporations Act (or its related bodies corporate, such as subsidiaries).

3)       An “Eligible Whistleblower” is a current or former:

(a)   officer or employee of the Alumina Group;

(b)   associate of the Alumina Group;

(c)    supplier (or employee of the supplier) of goods or services to the Alumina Group (whether paid or unpaid);

(d)   relative, dependant or spouse of any of the above persons.

Conduct that can be the subject of a protected disclosure

4)         If you meet the criteria for an “Eligible Whistleblower” (set out at item 3 of this Policy), you may qualify for protection under the Corporations Act and the Tax Administration Act if you make a Qualifying Disclosure (set out at item 5 of this Policy), even if your disclosure turns out to be incorrect.

5)         A Qualifying Disclosure includes:

(a)   a disclosure of certain information directly to an “Eligible Recipient” or to ASIC, the Australian Prudential Regulation Authority (APRA) or another prescribed Commonwealth body (identified in Schedule 1.1 (A or B) of this Policy, being those most likely relevant to the Alumina Group);

(b)   a disclosure of certain information to a legal practitioner (identified in Schedule 1.1 (C) of this Policy);

(c)   an “Emergency Disclosure” or “Public Interest Disclosure”. It is important that you understand the criteria for making an Emergency Disclosure or Public Interest Disclosure and you should contact an independent legal adviser before doing so (identified in Schedule 1.2 of this Policy); or

(d)   other Qualifying Disclosures for which protections are available under the Corporations Act (identified in Schedule 1.3 of this Policy).

To make a Qualifying Disclosure you must meet the relevant criteria in Schedule 1.1 (A or B or C), Schedule 1.2 or Schedule 1.3 (as relevant) of this Policy.

6)         If your disclosure is not a Qualifying Disclosure, you are not entitled to legal protection under the Corporations Act or the Tax Administration Act. However, you may be protected under other Australian laws, some of which are outlined in Schedule 2.1 of this Policy.

Conduct that cannot be reported as a whistleblower matter

7)    ‘Personal work-related grievances’ are not within the scope of this Policy and do not qualify for protection under the Corporations Act. Grievances of this nature should generally be raised under the [Equal Opportunity and Workplace Behaviour Policy].  

8)    Personal work-related grievances are concerns that relate to your current or former employment, which have implications for you personally, and do not have significant implications for the Alumina Group that do not relate to you (i.e. matters solely related to your personal employment). Examples of personal work-related grievances include:

(a)        a conflict with another employee;

(b)        a decision relating to a transfer or a promotion;

(c)        a decision relating to the terms and conditions of your employment; or

(d)        a decision relating to the suspension or termination of your employment, or otherwise to discipline you.

9)    However, in limited circumstances, you may still be entitled to protection under the Corporations Act for disclosures about personal work-related grievances. These include circumstances where:

(a)        a personal work-related grievance includes information about misconduct, or information about misconduct includes or is accompanied by a personal work-related grievance (a mixed report);

(b)        the Alumina Group has breached employment or other laws punishable by imprisonment for a period of 12 months or more, engaged in conduct that represents a danger to the public, or the disclosure relates to information that suggests misconduct beyond your personal circumstances;

(c)        you suffer from or are threatened with detriment for making a disclosure; or

(d)        you seek legal advice or legal representation about the operation of the whistleblower protections under the Corporations Act.

10)         Personal work-related grievances, and other types of disclosures that are not protected under the Corporations Act, may be protected under other Australian law which may also be relevant to you. These are outlined in Schedule 2.1 of this Policy.

Disclosure and investigation process

Disclosure process

11)         Disclosures can be made via the Company’s whistleblower portal which is available on the Company’s intranet site or by calling the Company’s whistleblower hotline on 1800 339 276 (Ethics Point). Disclosures made through these channels will be treated confidentially, securely and can be made outside business hours.

12)         All disclosures reported internally will be documented and promptly assessed and may be the subject of an investigation promptly.  If there is evidence of criminal activity, the Australian Federal Police (AFP) will be notified promptly.

13)         Persons making a disclosure can do so anonymously and are not required to supply their name to the person to whom the disclosure is made. Qualifying Disclosures that are anonymously made will still enjoy the protections under the Corporations Act (as set out at item 24).

14)         You can choose to remain anonymous and refuse to answer questions that you feel could reveal your identity at any time (including while making a disclosure, over the course of the investigation and during follow-up conversations after the investigation is finalised).

15)         The Alumina Group has several measures in place to protect anonymity, if you prefer not to disclose your identity. These include:

(a)        anonymous telephone hotlines and anonymised email addresses, through which communication with whistleblowers will be conducted; and

(b)        providing a whistleblower with the option to adopt a pseudonym for the purpose of their report.

Investigation process

16)         Investigations of allegations of wrongdoing will be conducted in a manner that is confidential, fair and objective. Persons reporting wrongdoing will be protected and investigations will be conducted in accordance with this Policy.

17)         Without a whistleblower’s consent, we cannot disclose information that is likely to lead to the whistleblower’s identification as part of the investigation process, except in the limited circumstances set out in item 27.

18)    Each disclosure will be assessed and may be the subject of an investigation. If a disclosure is made internally, the person to whom the disclosure is made is required to commence promptly an assessment of the claim within 30 days and if appropriate, commence an investigation into the claim. The objective of an investigation is to determine whether there is enough evidence to substantiate or refute the matters reported. [Subject to confidentiality obligations, an employee who is the subject of a disclosure will be advised of 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.]

19)         The investigator is required to act impartially and document the disclosure, any interviews conducted, the results of the investigation and any recommendations. In doing so, the investigator will observe the principles of confidentiality contained in this Policy (see items 26 to 29 and item 38).  All investigations will be carried out as quickly as is practicable.

20)         The investigation process will vary depending on the nature of the alleged wrongdoing and the amount of information provided. Generally, after a disclosure is received, the investigator will need to assess the disclosure to determine whether it falls within this Policy or whether a formal, in-depth investigation is required. For a report to be fully investigated, it must contain sufficient information to form a reasonable basis for investigation.  An employee reporting anonymously should provide as much information as possible so as not to compromise the ability to fully investigate the report. While it is your right to remain anonymous, requiring complete anonymity may make it more difficult to fully investigate your report (for example, we may not be able to undertake an investigation if we cannot contact you).

21)         If you can be contacted, you will receive confirmation acknowledging our receipt of your disclosure. Following this, we will seek to give you updates, the first being to inform you of the outcome of the assessment, including whether an investigation has begun. The amount and regularity of updates will vary depending on the nature of the disclosure.

22)         The record of a serious disclosure reported internally will be drawn to the attention of the Audit and Risk Management Committee of the Board of Alumina (maintaining anonymity and confidentiality at all times).  Progress of the investigation will be reported to the Audit and Risk Management Committee.  If the disclosure is the subject of an internal investigation that reveals genuine problems in relation to any of the subject matter categories set out in Schedule 1 (Parts A and B), the Audit and Risk Management Committee will be required to take or recommend appropriate remedial action.

23)         Following completion of an investigation, and where appropriate having regard to the circumstances (including privacy rights and confidentiality obligations), the whistleblower will be informed of the outcome of the investigation and will be provided with a final report that records the findings of any investigation and other action taken. However, the method for documenting and reporting findings will depend on the nature of the disclosure and there may be circumstances where it may not be appropriate to provide details of the outcome to you.]

Protections and support

24)    The Corporations Actprotects those making any of the Qualifying Disclosures identified in Schedule 1.1 to 1.3 through:

a)    identity protection and confidentiality (see items 26 to 29 below);

b)    protection from detrimental acts or omissions (see items 30 to 34 below);

c)     compensation and other remedies (see item 35 below); and

d)    civil, criminal and administrative liability protection (see item 36 to 39 below).

25)   These legal protections apply to all Qualifying Disclosures, including disclosures made to an Eligible Recipient of the Alumina Group, disclosures to legal practitioners, regulatory and other external bodies, and Public Interest Disclosures and Emergency Disclosures made in accordance with the Corporations Act.

Identity protection and confidentiality 

26)    Under the Corporations Act, the Alumina Group has a legal obligation to protect the confidentiality of a whistleblower’s identity. It is illegal to disclose information which would identify the whistleblower or would be likely to lead to their identification without their consent (the only exceptions are disclosures to ASIC, APRA, the AFP, or a legal practitioner to obtain legal advice as to the operation of these provisions).

27)    In limited circumstances, the information contained in a disclosure can be disclosed without the whistleblower’s consent. This includes the circumstance where the information does not include the whistleblower’s identity, the Alumina Group has taken all reasonable steps to reduce the risk that the whistleblower will be identified from the information and it is reasonably necessary for investigating the issues raised in the disclosure.

28)    If you have any concerns or wish to report a breach of confidentiality, you can lodge a complaint by contacting the General Counsel by telephone on 03 8699 2604 or email stephen.foster@aluminalimited.com  In addition, you may lodge a complaint with a regulator, such as ASIC or, APRA or the ATO, for investigation.

29)    The Alumina Group is committed to taking all reasonable steps to ensure that whistleblowers are protected and supported. The following practical measures are in place to protect the confidentiality of a whistleblower’s identity:

(a)   all personal information or reference to the discloser witnessing an event will be redacted;

(b)   the whistleblower will be referred to in a gender-neutral context;

(c)   where possible, the whistleblower will be contacted to help identify certain aspects of their disclosure that could inadvertently identify them;

(d)   disclosures will be handled and investigated by qualified staff;

(e)   all paper and electronic documents and other materials relating to disclosures will be stored securely;

(f)    access to all information relating to a disclosure will be limited to those directly involved in managing and investigating the disclosure;

(g)   only a restricted number of people who are directly involved in handling and investigating a disclosure will be made aware of a whistleblower’s identity (subject to the whistleblower’s consent) or information that is likely to lead to the identification of the whistleblower;

(h)   communications and documents relating to the investigation of a disclosure will not to be sent to an email address or to a printer that can be accessed by other staff; and

(i)    each person who is involved in handling and investigating a disclosure will be reminded about the confidentiality requirements, including that an unauthorised disclosure of a whistleblower’s identity may be a criminal offence.

Protection from detrimental acts or omissions

30)    The Corporations Act makes it an offence for a person to engage in, or threaten conduct that causes any Detriment to the whistleblower or another person, if that person does so because he or she believes or suspects that the whistleblower or any other person made, may have made, proposes to make or could make a disclosure that qualifies for protection.

31)    “Detriment” to an employee includes (but is not limited to): dismissal; injury in the employee’s employment; alteration of the employee’s position or duties to his or her disadvantage; discrimination; harassment or intimidation and harm or injury to a person.

32)    The Alumina Group is committed to protecting a whistleblower from Detriment and may do so through specific action, including allowing the whistleblower to perform their duties from another location, making modifications to the whistleblower’s workplace or the way they perform their work duties. Such action, and any other administrative action that is reasonable for the purpose of protecting a whistleblower from Detriment, does not constitute Detriment. In addition, Detriment does not include managing a whistleblower’s unsatisfactory work performance, in line with the Alumina Group’s performance management framework.

33)    The following practical measures are also in place to protect whistleblowers from Detriment:

(a)   processes for assessing the risk of Detriment against a whistleblower and other persons, which will commence as soon as possible after receiving a disclosure;

(b)   support services that are available to whistleblowers;

(c)   strategies to help a whistleblower minimise and manage stress, time or performance impacts, or other challenges resulting from the disclosure or its investigation;

(d)   processes for ensuring that management are aware of their responsibilities to maintain the confidentiality of a disclosure, address the risks of isolation or harassment, manage conflicts, and ensure fairness when managing the performance of, or taking other management action relating to, a whistleblower;

(e)   procedures on how a whistleblower can lodge a complaint if they have suffered Detriment, and the actions Alumina may take in response to such complaints (e.g. the complaint could be investigated as a separate matter by an officer who is not involved in dealing with disclosures and the investigation findings will be provided to the board or audit or risk committee); and

(f)    interventions for protecting a whistleblower if Detriment has already occurred—for example, Alumina could investigate and address the detrimental conduct, such as by taking disciplinary action, or Alumina could allow the whistleblower to take extended leave, develop a career development plan for the whistleblower that includes new training and career opportunities, or offer compensation or other remedies.]

34)    If you believe that you have suffered Detriment, you may seek independent legal advice or contact regulatory bodies, such as ASIC, APRA or the ATO.

Compensation and other remedies

35)    The Corporations Act allows for the whistleblower (or any other employee or person) to seek compensation and other remedies if they suffer loss, damage or injury because of a disclosure and the Alumina Group failed to take reasonable precautions and exercise due diligence to prevent the Detriment. You should seek independent legal advice if this is relevant to you.

Civil, criminal and administrative liability protection

36)    The Corporations Act:

(a)        protects the whistleblower from being subject to any civil, criminal or administrative liability (including disciplinary action) for making the disclosure;

(b)        protects the whistleblower from enforcement or exercise of any contractual or other remedy or right on the basis of the disclosure;

(c)        prevents the use of the information disclosed from being used as evidence against the whistleblower in criminal proceedings, or in proceedings for the imposition of a penalty, other than proceedings in respect of the falsity of the information;

(d)        gives the whistleblower qualified privilege in respect of the information disclosed; and

(e)        prevents the termination of a contract to which the whistleblower is a party, on the basis that the disclosure is a breach of that contract.

37)    However, the Corporations Act protections do not grant immunity for any misconduct that a whistleblower has engaged in that is revealed in their disclosure.

38)    Additionally, any disclosure made pursuant to this Policy in good faith, which is not the subject of statutory protections, will be treated as follows:

(a)        Confidentially:  The whistleblower’s identity or information likely to lead to their identification will not be disclosed without their consent.

(b)        Protection from reprisal: Alumina will not tolerate any reprisals against any person who makes a report in good faith, in accordance with this Policy. Alumina will act to protect the person from any victimisation, adverse reaction or intimidation.  If the disclosure was made in bad faith, Alumina reserves the right to take disciplinary action against the discloser, provided the disciplinary action is within applicable laws, and does not breach Alumina’s Code of Conduct or the individual’s rights.

39)    We support you through our practical measures (outlined in items 29 and 33), our whistleblower disclosure process (outlined in items 11 to 15), our fair investigation process (outlined in item 16), and our commitment to confidentiality (outlined in items 26 to 29).

This Policy is generally available on the Alumina intranet, and is also made available to employees and officers following employee induction.

To obtain additional information, you can also contact Stephen Foster or Colin Hendry.