The below policy, annual certification form and disclosure form can be downloaded here.
Five V Capital Pty Ltd ACN 162 193 928 (Five V Capital), any Related Body Corporate or Associate of Five V Capital (each as defined under the Corporations Act 2001 (Cth)) (but excluding, for the avoidance of doubt, any investee entity) and any partnership or trust of which Five V Capital (or any of its Related Bodies Corporate or Associates) is the manager, general partner or trustee (as applicable) (together, the Five V Group) is committed to fostering a culture of compliance, ethical behaviour and good corporate governance. The Five V Group values teamwork, respect and integrity and wishes to encourage a culture where any officer, employee or contractor does not suffer detriment because of speaking up about potential misconduct concerns. This policy has been adopted to provide a safe and confidential environment for people to raise any such concerns without fear of reprisal.
This policy sets out:
- when you will be protected for speaking up about misconduct / making a disclosure;
- the protections that will be provided to you if you speak up/ make a protected disclosure; and
- how disclosures made under this policy will be handled by the Five V Group.
All officers, employees and contractors of the Five V Group, wherever they are based, must comply with this policy.
Officers and employees of the Five V Group based outside Australia may also be subject to additional local whistle-blower requirements in the country in which they are based.
You will be protected under this policy if:
- you are one of the individuals set out in section 3;
- you disclose information about the type of matters set out in section 4;
- and you disclose that information to one of the persons set out in section 5.
You may make a disclosure that qualifies for protection under the Australian whistle blower laws if you are or were:
- an officer or employee of the Five V Group, including permanent, part-time, fixed-term or temporary employees or interns, and secondees;
- a Five V Group contractor or supplier of goods and services to the Five V Group (whether paid or unpaid) (for example, consultants, service providers and business partners), including an employee of such a contractor or supplier; or
- an associate of the Five V Group; or
- a parent, grandparent, child, grandchild, sibling, spouse or dependent of any of the above.
Disclosures do not have to be about breaking the law.
Disclosures may be about misconduct or an improper state of affairs or circumstances in relation to the Five V Group (including by a Five V Group officer or employee) where you have reasonable grounds to suspect has occurred or is occurring in relation to the Five V Group.
Disclosures solely about a personal work-related grievance are not covered by this policy and do not qualify for protection under the Australian whistle-blower laws unless they also relate to any detriment or threat of detriment by reason of you making or being suspected of making a protected disclosure (see section 7.3 for examples of “detriment”).
Some examples of matters that qualify for protection under the Australian whistle blower laws are:
- conduct that amounts to a criminal offence or contravention of the Corporations Act 2001 (Cth) or Australian Securities and Investments Commission Act 2001 (Cth);
- conduct that is a Commonwealth criminal offence punishable by more than 12 months imprisonment;
- illegal conduct, such as theft, dealing in, or use of, illicit drugs, actual or threatened violence, corruption, bribery, criminal damage to property or breaches of work health and safety laws;
- fraud, money laundering or misappropriation of funds;
- negligence, default, breach of trust or breach of duty;
- any conduct that may indicate a systemic issue in relation to the Five V Group;
- conduct relating to business behaviours and practices that may cause consumer harm;
- conduct that represents a danger to the public or the financial system;
- information that indicates a significant risk to public safety or the stability of, or confidence in, the financial system;
- misconduct in relation to the Five V Group’s tax affairs; or
- engaging in or threatening to engage in detrimental conduct against a person who has made a disclosure or is believed or suspected to have made, or be planning to make, a disclosure;
A personal work-related grievance means a grievance about any matter in relation to your employment or former employment that has, or tends to have, implications only for you personally.
Examples of a personal work-related grievance include (but are not limited to):
- an interpersonal conflict between you and another employee;
- a decision that does not involve a breach of workplace laws. For example, the Five V Group not agreeing to cash out annual leave;
- a decision about your engagement, transfer or promotion;
- a decision about your terms and conditions of engagement, payroll or remuneration. For example being unhappy about a pay review; or
- a decision to suspend or terminate your engagement, or otherwise discipline you.
If your disclosure is a solely personal work-related grievance, you should make it in accordance with our Five V Capital Employee Manual which can be accessed at the Five V Capital SharePoint drive.
You may still qualify for protection if your disclosure turns out to be incorrect, but you must have reasonable grounds for suspecting that the information you are disclosing concerns misconduct or an improper state of affairs or circumstances in relation to the Five V Group.
A disclosure made without reasonable grounds (such as where you know it to be false) may amount to misconduct and be subject to disciplinary action.
All of the people listed in this section may receive disclosures that qualify for protection under the Australian whistle-blower laws. However, we encourage you to make your disclosure to our dedicated whistle-blower protection officer as described below (Whistle-blower Protection Officer) .
Whistle-blower Protection Officer
Jennifer Vercoe,
Five V Capital Company Secretary
Email: jvercoe@fivevcapital.com
If you prefer, you may instead make a disclosure to the following people:
- any other officer (which includes a director or company secretary) of the Five V Group;
- an external auditor (including a member of an audit team conducting an audit on the Five V Group); or
- the Five V Group’s registered tax agent , if the disclosure concerns the Five V Group’s tax affairs or the tax affairs of an associate of the Five V Group’s, or an officer or employee at the Five V Group who has functions or duties relating to its tax affairs and who you consider may be assisted in their role by knowing that information.
You may make a disclosure at any time to the people identified in section 5 in person, by email, post, or by hand.
An example form for making a disclosure is attached to this policy.
If you make a disclosure from or to a Five V Group email address, your email may be accessed by certain people within our IT department in accordance with the Five V Group’s policies. If you are concerned about those limited circumstances in which your email might be accessed, you may prefer to make your disclosure verbally or by mail.
You may make your disclosure anonymously (and stay anonymous throughout and after any investigation) and still qualify for protection under the Australian whistle-blower laws.
You may wish to obtain independent legal advice before making a disclosure. That communication with your legal adviser will also be protected under the Australian whistle-blower laws.
Everyone involved in an investigation must take all reasonable steps to reduce the risk that a discloser will be identified.
We will do this by:
- obscuring your name and identifying features from any internal reporting about your disclosure (unless you agree for your identity to be known);
- referring to you in a gender-neutral context (unless you agree for your identity to be known);
- where possible, contacting you to help identify certain aspects of your disclosure that could inadvertently identify you;
- engaging qualified staff to handle and investigate disclosures;
- storing all material relating to disclosures securely;
- limiting access to all information to those directly involved in handling and investigating the disclosure; and
- ensuring that anyone who is involved in handling and investigating your disclosure is aware of the confidentiality requirements.
Identity protections and exceptions
If you make a protected disclosure, it is illegal for anyone to identify you or disclose any information that is likely to lead to you being identified, unless:
- it is not possible to investigate the disclosure without disclosing information that might identify you (but all reasonable steps must be taken to protect your identity);
- it is necessary to obtain legal advice about your disclosure and the whistle-blower laws, in which case, we can pass the information on to our lawyer;
- we need to disclose the information to the Australian Federal Police; the Australian Securities and Investments Commission (ASIC), the Australian Prudential Regulatory Authority (APRA) or the Australian Taxation Office (ATO), if the disclosure concerns the Five V Group’s tax affairs or the tax affairs of an associate of the Five V Group; or
- you consent to that disclosure.
You may lodge a complaint to a regulatory body, such as ASIC APRA or the ATO, if you believe that your confidentiality has been breached.
No-one at the Five V Group may disclose or produce to a court or tribunal any information or documents which disclose your identity (or information likely to lead to your identification) without seeking the advice of our Whistle-blower Protection Officer.
If you make a protected disclosure and become aware that a court or tribunal has requested disclosure of your identity or production of documents containing your identity (or information likely to lead to your identification), you may apply to the court or tribunal for an order protecting your identity.
We are committed to protecting people who make disclosures under this policy.
It is against the law for anyone in the Five V Group (including any officers, employees or contractors) to cause or threaten any Detriment to any person because that person:
- is or proposes to make a disclosure under this policy or the Australian whistle-blower laws; or
- is suspected or believed to have made a disclosure under this policy.
“Detriment” includes (but is not limited to):
- dismissal of an employee;
- injury of an employee in their employment;
- alteration of an employee’s position or duties to their disadvantage;
- discrimination, harassment or intimidation;
- harm or injury including psychological harm, damage to property, reputation or financial position;
- taking action against a person (including any disciplinary action or imposing a liability) for making a disclosure; or
- threats of any of the above.
However, we are entitled to take steps that:
- are reasonably necessary to protect you from Detriment (for example, moving you to another office to protect you from Detriment if you have made a disclosure about your immediate work area); or
- relate to managing unsatisfactory work performance in line with the Five V Group’s performance management framework.
You may seek independent legal advice or contact regulatory bodies, such as ASIC, APRA or the ATO, if you believe you have suffered Detriment because of your disclosure.
If you make a protected disclosure, you will also be protected from any of the following in relation to your disclosure:
- civil liability – for example, any legal action against you for breach of an employment contract, duty of confidentiality or another contractual obligation;
- criminal liability – for example, prosecution for unlawfully releasing information or unlawfully using your disclosure against you in a prosecution; and
- administrative liability – for example, disciplinary action for making a disclosure.
However, you may be liable for any misconduct that you have engaged in that is revealed by your disclosure (or revealed by an investigation following your disclosure).
You may seek compensation and other remedies through the courts if:
- you suffer loss, damage or injury because of a disclosure; and
- the Five V Group failed to take reasonable precautions and exercise due diligence to prevent Detrimental conduct.
We encourage you to seek independent legal advice if you wish to seek compensation or remedies in court.
When you make a disclosure internally under this policy, your disclosure will typically be investigated as follows. This process may vary depending on the nature of your disclosure.
STEP 1 The person who receives your disclosure will provide the information to the Whistle-blower Protection Officer (or to a Director if the disclosure is about the Whistle-blower Protection Officer), as soon as practicable, ensuring your identity is protected, unless you have consented otherwise.
STEP 2 The Whistle-blower Protection Officer (or Director) will determine whether your disclosure is covered by this policy and if a formal, in-depth investigation is required.
If an investigation is required, the Whistle-blower Protection Officer will determine whether the investigation of your disclosure should be conducted internally or externally and appoint an investigator with no personal interest in the matter. The Whistle-blower Protection Officer may consider an external investigation is appropriate to ensure fairness and independence or because specialist skills or expertise are required.
STEP 3 The investigator will conduct the investigation in an objective and fair manner, ensuring that they give any employee who is mentioned in the disclosure an opportunity to respond to the allegations prior to any adverse findings being made against them. Those employees are also entitled to access the support services referred to in section 9.
If you can be contacted (including through anonymous channels), we will give you regular updates on the status of the investigation as appropriate, with the frequency and timing of such updates depending on the nature of your disclosure.
STEP 4 The outcome of the investigation will be reported to the board of Five V Capital (Board) protecting your identity, if applicable) and may, if the Whistle-blower Protection Officer considers appropriate, be shared with you and any persons affected by the disclosure as considered appropriate by the Whistle-blower Protection Officer.
Appropriate records and documentation for each step in the process will be maintained by the investigator.
We encourage you to raise any concerns you have about the investigation of your disclosure (including breach of confidentiality) with the Whistle-blower Protection Officer or the person to whom you made your disclosure.
We will aim to conclude the investigations within two months of receiving your disclosure. But that time may vary depending on the nature of your disclosure.
We may not be able to undertake an investigation if we are not able to contact you or receive additional information from you to fully investigate your disclosure. If you have made your disclosure anonymously, we suggest you maintain ongoing two-way communication with us, so we may ask follow-up questions or provide feedback. You may refuse to answer questions that you feel may reveal your identity at any time.
Subject to the exceptions allowed under section 7.1 of this policy or otherwise by law, the identity of a discloser (or information that is likely to lead to their identity becoming known) must be kept confidential at all times during and after the investigation (including in any reporting to the Board).
The Five V Group has in place processes for protecting, supporting and monitoring the welfare of anyone who makes a disclosure. This includes risk assessment of any potential Detriment, work adjustment considerations and support services such as stress management strategies which may include counselling.
The Whistle-blower Protection Officer will, where appropriate (whilst maintaining confidentiality in accordance with section 7.1), provide the Board or its delegated committee at least quarterly reports on all active whistle-blower matters, which may include information on:
- the number and nature of disclosures made in the last quarter (for example, by who, who to and matter type);
- how disclosures were made;
- the status of any investigations underway;
- any actions taken in relation to a disclosure;
- the frequency of communications with disclosers;
- the outcomes of completed investigations; and
- the timeframes for responding to and investigating disclosures.
Our Whistle-blower Protection Officer and all eligible recipients of disclosures must attend compulsory training organised by the Five V Group on our processes and procedures for receiving and handling disclosures made under this policy, including training on confidentiality and the prohibitions against Detrimental conduct.
We will also inform our external eligible recipients (for example, our auditor and tax agent) about their obligations under the Australian whistle-blower laws.
Our employees must receive compulsory training on our whistle-blower program which will include information on how to make a disclosure, what the disclosure may be about, to whom a disclosure may be made, the protections and support available and when further information or independent legal advice might be sought.
Any breach of this policy by any officer, employee or contractor of the Five V Group will be taken seriously by us and may be the subject of a separate investigation and/or disciplinary action.
A breach of this policy may also amount to a civil or criminal contravention under the Australian whistle-blower laws, giving rise to significant penalties.
We encourage you to raise any concerns about non-compliance with this policy with the Whistle-blower Protection Officer in the first instance. You may also lodge any concerns with ASIC, APRA or the ATO for investigation.
This policy must be reviewed by the Whistle-blower Protection Officer at least every two years to ensure it is operating effectively. Any recommended changes must be approved by the Board or its delegated committee.
Five V Capital will ensure any updates to this policy, its processes and procedures following a review are widely disseminated to, and easily accessible by, individuals covered by this policy. Where necessary, additional training will be provided.
Policy reviewed: August 2022
Next due date for review: August 2024