Whistleblower Policy

Who is covered by this policy?

This policy applies to protected disclosures made in Australia by:

  • an officer, employee, former employee or contractor of Tool Kit Depot
  • an individual who supplies goods or services to Tool Kit Depot
  • an employee of a person or entity who supplies goods or services to Tool Kit Depot (whether paid or unpaid)
  • an individual who is an associate of Tool Kit Depot (meaning a director or secretary of Tool Kit Depot or of its related bodies corporate, or a person acting in concert with Tool Kit Depot); and
  • a relative or dependant of any of the persons listed above.

In addition to the protections under this policy:

  • the Corporations Act 2001 (Cth) (Corporations Act) provides specific protections to whistle blowers who disclose information concerning misconduct or an improper state of affairs or circumstances in relation to Tool Kit Depot or a related body corporate (see Annexure A). This may include a breach of legislation including the Corporations Act, an offence against the Commonwealth punishable by imprisonment for 12 months or more, or conduct that represents a danger to the public or financial system; and
  • the Taxation Administration Act 1953 (Cth) (Taxation Administration Act) provides specific protections to whistle blowers on tax related matters (see Annexure B).

What is Reportable Conduct?

You may make a report under this policy if you objectively have reasonable grounds to suspect that a Tool Kit Depot director, officer, team member, contractor, supplier, tenderer or other person who has business dealings with Tool Kit Depot has engaged in conduct ("Reportable Conduct") which:

  • is dishonest, fraudulent or corrupt, including bribery or other activity in breach of the Wesfarmers Anti-bribery Policy;
  • is illegal activity (such as theft, violence, harassment or intimidation, criminal damage to property, breach of competition and consumer law, breach of privacy law or other breaches of state or federal law);
  • is unethical or in breach of Tool Kit Depots’ policies (such as dishonestly altering company records or data, adopting questionable accounting practices or wilfully breaching Wesfarmers’ Code of Conduct or Tool Kit Depots’ other policies or procedures);
  • is potentially damaging to Tool Kit Depot, a Tool Kit Depot team member or a third party, such as unsafe work practices, environmental damage, health risks or abuse of Tool Kit Depots’ property or resources;
  • amounts to an abuse of authority or a conflict of interest;
  • may cause financial loss to Tool Kit Depot or damage its reputation or be otherwise detrimental to Tool Kit Depots’ interests; or

involves any other kind of misconduct or an improper state of affairs or circumstances. 

Tool Kit Depot expects that reports made under this policy are made honestly, ethically an on reasonable grounds. Persons making reports under this policy may still qualify for protection under this policy even if their disclosure turns out to be incorrect.

What is not Reportable Conduct?

This policy is not intended to apply to disclosures relating to conduct concerning a person’s individual employment or former employment (other than as set out in Reportable Conduct), such as:

  • an interpersonal conflict at work;
  • a decision relating to engagement, transfer or promotion;
  • a decision relating to terms and conditions of engagement; or
  • a decision to suspend or terminate the engagement or to discipline the person.

These matters will not be deemed to be Reportable Conduct, do not fall within the scope of this policy, and will typically be investigated or addressed separately under Tool Kit Depots’ Respectful Workplaces Policy.

Who can I make a report to? 

Tool Kit Depot has several channels for making a report if you become aware of any issue or behaviour which you consider to be Reportable Conduct:

Method

Details

To Speak Up (independent third-party)

A report may be made via the Tool Kit Depot Speak Up Service: a free external hotline and reporting service independently monitored by Deloitte.

Speak Up reporting options are:

  • by phone: 1800 176 386
  • by email: SpeakUp@deloitte.com.au
  • web-based access: www.SpeakUp.deloitte.com.au
  • by post: Speak Up

                             Reply Paid 12628

                             A’Beckett Street

                             Melbourne VIC 8006

Reports may be made anonymously, but if you provide your contact details to Speak Up, those contact details will only be provided to Tool Kit Depot if you consent.  

To a

Protected Disclosure Officer

In order to ensure appropriate escalation if a disclosure is made internally, and timely investigation, we request that reports are made to any one of our Protected Disclosure Officers, listed below:

Michael Schneider                    MSchneider.whistleblower@bunnings.com.au

Managing Director, Bunnings Group Limited

 

Damian Zahra                          DZahra.whistleblower@bunnings.com.au

Director HR, Bunnings Group Limited

 

By post

Reports may also be posted to c/- Locked Bag 3004, Hawthorn, Victoria, 3122 (marked Private & Confidential and to the attention of one of the Protected Disclosure Officers).

In order to qualify for protection, the disclosure must be made to one of the recipients outlined above, or any other recipient prescribed by law, such as an “officer” or “senior manager” of the company (includes a director, or a senior manager in the companywho makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the company, or who has the capacity to affect significantly the company’s financial standing), or the relevant regulator.  Under the Corporations Act and the Taxation Administration Act, reports can also be made to Tool Kit Depots’ external auditors and actuaries as set out in Annexures A and B.

Tool Kit Depots’ investigation of Reportable Conduct

Tool Kit Depot will investigate Reportable Conduct reported under this policy as soon as practicable after the matter has been reported. Speak Up, or a Protected Disclosure Officer may, with your consent, appoint a person to assist in the investigation of a report. Where appropriate, Tool Kit Depot will provide feedback to you regarding the investigation’s progress and/or outcome (subject to considerations of the privacy of those against whom allegations are made).

Any investigation will be conducted in an objective and fair manner, and otherwise as is reasonable and appropriate having regard to the nature of the Reportable Conduct and the circumstances.

While the particular investigation process and enquiries adopted will be determined by the nature and substance of the report, in general, as soon as practicable upon receipt of the report, if the report is not anonymous, a Protected Disclosure Officer or delegate will contact you to discuss the investigation process, including who may be contacted and such other matters as are relevant to the investigation.

Where a report is submitted anonymously, Tool Kit Depot may conduct an investigation based on the information provided to it.

Protection of Whistleblowers

Tool Kit Depot is committed to ensuring confidentiality in respect of all matters raised under this policy, and that those who make a report are treated fairly and do not suffer detriment. 

(a)            Protection against detrimental conduct

Detrimental treatment includes dismissal, demotion, harassment, discrimination, disciplinary action, bias, threats or other unfavourable treatment connected with making a report.

If you are subjected to detrimental treatment as a result of making a report under this policy you should:

  • inform a Protected Disclosure Officer, officer or senior manager of Tool Kit Depot immediately; or
  • raise it in accordance with this policy. 

(a)            Protection of your identity and confidentiality

Subject to compliance with legal requirements, upon receiving a report under this policy, Tool Kit Dept will take reasonable steps to keep your identity confidential and reduce the risk of disclosure in the course of an investigation and will only share your identity as a whistleblower or information likely to reveal your identity if:

  • you consent;
    • the concern is reported to the Australian Securities and Investments Commission ("ASIC"), the Australian Prudential Regulation Authority ("APRA"), the Tax Commissioner or the Australian Federal Police ("AFP"); or
  • the concern is raised with a lawyer for the purpose of obtaining legal advice or representation. 

If Tool Kit Depot needs to investigate a report, it may disclose information that could lead to your identification, but it will take reasonable steps to reduce this risk.

Any disclosures of your identity or information likely to reveal your identity will only be made to an employee, advisor or contractor of Tool Kit Depot, or Wesfarmers Limited, who reasonably has a need to investigate, report on, or respond to, the matters raised in your disclosure. 

 

(a)            Protection of files and records

All files and records created from an investigation will be retained securely.

Unauthorised release of information to someone not involved in the investigation (other than senior managers or directors who need to know to take appropriate action, or for corporate governance purposes) without your consent as a whistleblower will be a breach of this policy. 

Whistleblowers are assured that a release of information in breach of this policy will be regarded as a serious matter and will be dealt with under Tool Kit Depot’ disciplinary procedures.

Duties of team members in relation to Reportable Conduct 

It is expected that Tool Kit Depots’ team members who become aware of actual Reportable Conduct, or suspect on reasonable grounds, potential cases of Reportable Conduct, will make a report under this policy or under other applicable policies.

Reporting procedures

Protected Disclosure Officers will report to the Bunnings and Wesfarmers boards on the number and type of whistleblower incident reports annually, to enable Wesfarmers to address any issues and trends at a divisional/business unit and/or Group level.  These reports will be made on a ‘no names’ basis, maintaining the confidentiality of matters raised under this policy.

The Wesfarmers Audit and Risk Committee will receive copies of all Tool Kit Depot whistleblower reports, and whistleblower reports from Protected Disclosure Officers (as appropriate). In addition, serious and/or material Reportable Conduct will be considered by the Protected Disclosure Officers for immediate referral to the Chairman of the Wesfarmers Audit and Risk Committee. 

Operation and Amendment of this policy 

This policy:

  • operates in addition to the Wesfarmers Whistleblower Policy and, in the event of any inconsistency with the Wesfarmers Whistleblower policy, the Wesfarmers Whistleblower policy will prevail to the extent of the inconsistency;
  • cannot be amended without approval of the Tool Kit Depot Board. It will be reviewed from time to time to ensure that it remains effective and meets best practice standards and the needs of Tool Kit Depot.

Annexure A – Special protections under the Corporations Act[1]

The Corporations Act gives special protection to disclosures about any misconduct or improper state of affairs relating to Tool Kit Depot if the following conditions are satisfied:

1           the whistleblower is or has been:

a.       an officer or employee of Tool Kit Depot;

b.       an individual who supplies goods or services to Tool Kit Depot or an employee of a person who supplies goods or services to Tool Kit Depot;

c.       an individual who is an associate of Tool Kit Depot; or

d.       a relative, dependent or dependent of the spouse of any individual referred to at (a) to (c) above;

2           the report is made to

a.        an independent third-party, which Tool Kit Depot has approved for the purpose of receiving a report — in this case, Speak Up

b.       a Protected Disclosure Officer;

c.       an officer or senior manager of Tool Kit Depot;

d.       Tool Kit Depots’ external auditor (or a member of that audit team)[2];

e.       an actuary of Tool Kit Depot [3];

f.        ASIC;

g.       APRA; or

h.       a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to the operation of the whistleblower provisions in the Corporations Act even if the advice is to the effect that the disclosure does not relate to a disclosable matter; and

3            the whistleblower has reasonable grounds to suspect that the information being disclosed concerns misconduct, or an improper state of affairs or circumstances in relation to Tool Kit Depot. This may include a breach of legislation, including the Corporations Act, an offence against the Commonwealth punishable by imprisonment for 12 months or more, or conduct that represents a danger to the public or financial system.

Examples of conduct which may amount to a breach of the Corporations Act include: insider trading, insolvent trading, breach of the continuous disclosure rules, failure to keep accurate financial records, falsification of accounts, failure of a director or other officer of Tool Kit Depot to act with the care and diligence that a reasonable person would exercise, or to act in good faith in the best interests of the corporation or failure of a director to give notice of any material personal interest in a matter relating to the affairs of the company.

The protections given by the Corporations Act when these conditions are met are:

1            the whistleblower is immune from any civil, criminal or administrative legal action (including disciplinary action) for making the disclosure.  However, the discloser can still be pursued for having made a false disclosure and in connection with the discloser's own conduct which is revealed by the matters highlighted in the disclosed information (i.e. the discloser's own conduct in the misconduct, improper affairs or other circumstances which are revealed by the protected disclosure);

2            no contractual or other remedies may be enforced, and no contractual or other right may be exercised, against the whistleblower for making the report;

3            in some circumstances, the reported information is not admissible against the whistleblower in criminal proceedings or in proceedings for the imposition of a penalty;[4]

4            anyone who causes or threatens to cause detriment to a whistleblower or another person in the belief or suspicion that a report has been made, or may have been made, proposes to or could be made, may be guilty of an offence and may be liable for damages;

5            a whistleblower's identity cannot be disclosed to a court or tribunal except where considered necessary; and

6            the person receiving the report commits an offence if they disclose the substance of the report or the whistleblower’s identity, without the whistleblower’s consent, to anyone except ASIC, APRA, the AFP or a legal practitioner for the purpose of obtaining legal advice or representation in relation to the report.

 

Confidentiality

If a report is made, the identity of the discloser must be kept confidential unless one of the following exceptions applies:

a)     the discloser consents to the disclosure of their identity;

b)     for the purpose of investigating a matter to which a disclosure relates to, Tool Kit Depot has taken reasonable steps to reduce the risk that the discloser will be identified as a result of the disclosure;

c)     the concern is reported to ASIC, APRA, or the AFP; or

d)     the concern is raised with a legal practitioner for the purpose of obtaining legal advice or representation.

 Disclosures may be made anonymously and the discloser may choose to remain anonymous and remain protected under the Corporations Act.

A “public interest disclosure” or an “emergency disclosure” may be made to a journalist or a parliamentarian under certain circumstances and qualify for protection. The discloser should seek independent legal advice before making such a disclosure.



[1] See Part 9.4AAA of the Corporations Act 2001 (Cth).

[2]Tool Kit Depot utilises the same external auditor as Wesfarmers, details of which can be found in the Wesfarmers Annual Report and as at March 2019 was Ernst & Young, Darren Lewsen Lead Partner.

[3]Tool Kit Depot utilises the same actuary as Wesfarmers, and as at March 2019 is Finity Consulting Pty Ltd.

[4] Such as where the disclosure has been made to ASIC or APRA, or where the disclosure qualifies as a public interest or emergency disclosure.