Whistleblower Policy The Way We Do Things: (v2.1 Updated January 2022) - REA Group
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REA Group Limited ABN 54 068 349 066
The Way We Do Things:
Whistleblower Policy
(v2.1 Updated January 2022)Th e W a y We Do T h i n g s: Wh i st l e b l o w e r P o l i c y
A statement about the Whistleblower Policy
REA Group Limited and its related bodies corporate (REA) values, outlined within The Way We Do
Things, reinforce our culture of respect, integrity, honesty and our commitment to act legally and
ethically throughout our operations.
Staying true to our values is a key part of the way we work and we encourage all people involved with
REA, including those with a work, client or supply relationship, to feel comfortable reporting any
wrongdoing. REA acknowledges the importance of managing confidentiality and protecting anyone who reports
wrongdoing from any detrimental action, such as intimidation or harassment.
Under this policy, REA is committed to:
• Handling all reports confidentially and securely;
• Undertaking necessary actions to safeguard the wellbeing of Whistleblowers raising concerns
regarding reportable conduct; and
• Providing timely feedback to Whistleblowers on the outcomes of their report, where possible.
1. Scope and Purpose
What is the purpose of this policy?
The purpose of this policy is to encourage all directors, employees and contractors of REA and its
subsidiaries, investments in associates and joint ventures, to raise concerns without fear of
intimidation, reprisal or victimisation and to ensure all reports are handled professionally and
confidentially.
Who does this policy apply to?
This policy applies to any individuals who are, or who have ever been:
• an REA employee;
• an officer of REA, including directors and secretaries;
• a director or secretary of one of REA Group Limited's subsidiaries;
• a director or secretary of a joint venture REA is part of;
• a consultant to REA, or an employee of a consultant, that provides goods or services to REA;
• a contractor, or an employee of a contractor, that provides goods or services to REA;
• a sub-contractor, or an employee of any sub-contractor, to REA;
• a supplier, or an employee of any supplier, to REA;
• a casual staff member or volunteer.
This policy also applies to all relatives and dependents of the individuals (or the individual’s spouses) listed
above.
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What is whistleblowing?
Whistleblowing is the disclosure by or for a witness, of actual or suspected wrongdoing in an organisation that reveals
fraud, corruption, illegal activity, gross mismanagement, malpractice or any other serious wrongdoing.
The Whistleblower is a person who reports serious wrongdoing in accordance with this policy.
What is reportable?
This policy refers to reportable conduct as ‘Wrongdoing’, which is conduct the Whistleblower has
reasonable grounds to suspect concerns misconduct, or an improper state of affairs or
circumstances in relation to REA. This includes where the Whistleblower has reasonable grounds to
suspect conduct is:
• Illegal, or in breach of regulations;
• Fraudulent or corrupt (as defined in REA’s Code of Conduct);
• Unethical, including acting dishonestly or wilfully breaching REA’s Code of Conduct, or any
other REA Policy;
• Seriously harmful or has the potential to be seriously harmful, including deliberate unsafe work
practices or disregard for standard operating procedures;
• Represents a serious mismanagement of REA’s resources;
• Theft, or misappropriation;
• Abuse of authority;
• Acts that are inconsistent with REA’s values and/or behaviours (e.g. discrimination, bullying,
sexual harassment, dishonest conduct, unsafe work practices); and/or
• Representing a danger to the public or the financial system.
Disclosures that are not ‘Wrongdoing’ do not quality for protection under the Corporations Act.
The reportable conduct need not involve contravention of a particular law. For example, information that
indicates a significant risk to public safety may be a disclosable matter even though it does not involve a breach
of a particular law.
Even if you are unsure whether the matter is a ‘reportable matter’, we recommend that you follow the processes
in this policy to report the matter, to ensure that you have the whistleblower protections available if the matter
is in fact a ‘reportable matter’. REA will treat all disclosures made under this policy in the same way whether
they quality for protections under the whistleblower laws or not.
Exclusion of personal work-related grievances
Disclosure of personal work-related grievances relating to the employment of the person making the
disclosure are excluded from the scope of this policy. For example:
• a conflict between the Whistleblower and a colleague;
• a decision relating to the promotion of the Whistleblower; or
• a decision to suspend or terminate the Whistleblower.
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In limited circumstances, a disclosure including a personal work-related grievance may qualify for
protection. For example, the disclosure is a mixed disclosure (where information provided relates to
misconduct, some information relates to a personal work-related grievance).
Note that Whistleblower protections may still apply even though a disclosure turns out to be incorrect.
2. See Something? Say Something
How do you raise a report?
Diagram A outlines the process for making a report.
ASIC, ATO
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Who do you report to?
REA has several channels for making a report if a person becomes aware of any issue or behaviour which
he or she considers to be a Wrongdoing:
Authorised channel Recommended contact method
Executive Leadership Team member Respective email
Chief Risk Officer Respective email
Jennifer Lambert - Audit, Risk & Compliance Committee Via SAFECALL* Online Whistleblower service
www.safecall.co.uk/report
Chair
SAFECALL* Phone Hotline Australia: 1800 312 928
India: 00 0800 400 1256
ASIC https://asic.gov.au/about-asic/asic-investigations-and-
enforcement/whistleblowing/
ATO https://www.ato.gov.au/general/gen/whistleblowers/
(in relation to tax avoidance and other tax issues)
*REA has engaged a third party, SAFECALL to host its Whistleblower service. SAFECALL is not a related party to
REA and will gather information independently and confidentially. SAFECALL will gather as much information as it
can from you and will then provide a report to the Chief Risk Officer or Audit, Risk & Compliance Committee Chair.
Can I report to anyone else?
The following people may also receive a disclosure that will qualify for protection:
• legal practitioners, where the disclosure is made for the purpose of obtaining legal advice or
representation in relation to the whistleblowing protection provisions. Please note that REA’s in-house
lawyers act for REA and may not be in a position to provide independent legal advice to an individual
reporting Wrongdoing pursuant to this Policy;
• an auditor, or a member of an audit team, conducting an audit on REA;
• regulatory bodies and other external parties; and
• journalists and members of Commonwealth, state or territory parliaments (in very specific
circumstances, see Appendix 1 for more information).
Is it OK to let my Line Manager know?
It is important to be aware that disclosure to your line manager may result in you losing the protections available
to you as a Whistleblower under the legislation. To ensure that you are able to retain the relevant protections, a
Whistleblowing report must be reported following one of the four options in Diagram A.
Can I make a report anonymously?
You may choose to make a Whistleblowing report anonymously and you will still be protected by
the Corporations Act. Information disclosed by you that may lead to your identification will only be
disclosed if it is reasonably necessary for us to investigate the disclosure.
If you report anonymously:
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• we are required to take all reasonable steps to reduce the risk that you will be identified.
• You can refuse to answer any questions that you feel may reveal your identity. We suggest that if you
want to report anonymously that you keep a two-way conversation open with us so that we can ask any
follow up questions and provide feedback.
• we will communicate with you through anonymous telephone hotlines or anonymised email
addresses, or you may wish to use a pseudonym for the purpose of your disclosure.
3. We have your back
REA will protect you
Keeping things confidential and protecting Whistleblowers is important to us. REA will take all
reasonable and legal steps to protect the identity of a Whistleblower.
REA will not disclose the Whistleblower’s identity unless:
• the Whistleblower has consented to the disclosure; or
• the disclosure is required by law (for example, to ASIC, APRA, the Federal Police or further a
criminal investigation).
We know that confidentiality is the best way to protect a Whistleblower. Protective actions will be
undertaken with an aim to prevent any detrimental outcomes to the Whistleblower. These actions will
depend on the circumstances surrounding the Whistleblower and the report made.
Any retaliatory actions undertaken by REA staff in reprisal for the filing of a Whistleblower report or for
the content of a Whistleblower report (including references to other employees) will be treated extremely
seriously, investigated and may result in disciplinary action or dismissal. If a Whistleblower believes they
have experienced detriment following their report they should first discuss this with an ELT Member or the
Chief Risk Officer. If the Whistleblower does not believe the issue has been resolved in a satisfactory
manner, they may wish to discuss this with the Chair of the Audit, Risk & Compliance Committee (refer
Option 3 outlined in section 2, Diagram A).
It is important to note that a Whistleblower should have reasonable grounds to suspect the conduct
having occurred. Whistleblowers should be aware that reports found to be knowingly false, of a trivial nature
made maliciously, could result in disciplinary action up to and including termination of
employment. No action will be taken against a Whistleblower if investigations show that the concerns have a
reasonable basis and are not vexatious in nature.
For more information regarding roles and responsibilities and protection and confidentiality, please
refer to Appendix 1 and 2 respectively.
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How will we investigate?
The action and the time taken by REA in response to a report of concern under this Policy will depend on
the nature of the concern. REA is committed to rectifying any wrongdoing identified under this Policy and
will investigate reports in a timely, thorough, confidential, objective and fair manner and as is reasonable
and appropriate having regard to the law, the nature of the reportable conduct and all of the circumstances.
REA will investigate all Whistleblower reports and, insofar as it is able, keep the Whistleblower regularly
informed of the outcomes of the investigation, subject to considerations of law, privacy and
confidentiality (including those of the subject of the report). Illegal or criminal activities may result in police
involvement.
The Investigator may be internal or external to REA and will be appointed by the Chief Risk Officer or the
Audit, Risk and Compliance Committee Chair. The Investigator will have appropriate experience to carry
out the role, at the discretion of the appointing Officer.
An internal Investigator will be independent of line management in the area of the whistleblowing
report and Whistleblower. The method for documenting and reporting the findings of an investigation will
depend on the nature of the disclosure. There may also be circumstances where it may not be
appropriate to provide details of the outcome to the discloser.
The Investigator’s role is to examine the substance of the report:
• Fairly and objectively;
• In line with any applicable established investigation protocols; and
• Independently of the Whistleblower, the applicable area of REA operations and the subject of the
report.
Where an investigation verifies any wrongdoing, REA is committed to rectifying this, including taking disciplinary
action as necessary.
If you believe you have suffered detriment during the process outlined in this policy, you may seek independent
legal advice or contact regulatory bodies such as ASIC or the ATO.
In respect of REA India only, the Chief Risk Officer or the Audit, Risk and Compliance Committee Chair
will have the authority to appoint an internal or external investigator, or delegate the investigation to the
Whistleblower Committee as per the REA India’s Whistleblower Policy. The Whistleblower Committee
has the responsibility to inform the CRO or ARCC Chair on all Whistleblower reports, include the
outcomes of the investigation.
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How will the report be handled?
The following steps will be undertaken by the Chief Risk Officer or Chair of the Audit, Risk and
Compliance Committee in handling the report. Specifically, but not limited to:
• Initial Inquiries - Initial inquiries will be made to determine whether an investigation is
appropriate, and the form that it should take. Some concerns may be resolved without the
need for investigation;
• Further Information - The amount of contact between you and the person or persons
investigating the concern will depend on the nature of the issue, the clarity of information provided
and whether you
have requested anonymity. Further information may be sought from the Whistleblower;
• Reporting Outcomes - Information provided as a result of the report and details of the actions
taken shall be provided to the Audit, Risk & Compliance Committee as well as the Whistleblower. Feedback
on the outcomes or progress of the investigation will also be provided to the Whistleblower if and where
appropriate.
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Document Administration
Document Status
The current status of this document is shown below:
Title Whistleblower Policy
Version 2.1
Effective Date January 2022
Document Owner Chief Risk Officer
Document Sponsors Chief Financial Officer, General Counsel
Document Approved By Chief Financial Officer
File Name REA Group – Whistleblower Policy
Next Review Date 31 January 2023
This policy is accessible within REA on Garage at:
https://garage.rea-group.com/sites/rea-group-policies
This policy is accessible outside of REA at:
https://www.rea-group.com/company/investor-centre/corporate-governance/
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Appendix 1 - Roles and Responsibilities
The internal and external reporting channels and their roles and responsibilities are outlined below
along with those of Whistleblowers and management staff across REA.
Whistleblower
A Whistleblower should have reasonable grounds to suspect the conduct being reported has occurred. Whistleblowers
should be aware that reports that are found to be knowingly false, or of a trivial nature, could result in disciplinary action.
No action will be taken against a Whistleblower if investigations show that the concerns have a reasonable
basis.
Chief Risk Officer (CRO) and Audit, Risk & Compliance Committee Chair
The CRO and Audit, Risk & Compliance Committee Chair roles have direct access to independent financial, legal
and operational advisers as required, and a direct line of reporting to the CEO or the Board, as may be required
to satisfy the objectives of this Policy. However, the CRO or Chair must not disclose the identity of the
Whistleblower or the nature of any Whistleblower's report internally unless they have the consent of the
Whistleblower.
Executive Leadership Team
The Executive Leadership Team (ELT) play a role in listening and taking action if a Whistleblower raises a
report.
As noted above, the ELT member must not disclose the identity of the Whistleblower or the nature of
any Whistleblower's report internally unless they have the consent of the Whistleblower.
Appendix 2 – Protection and Confidentiality
Whistleblowers should be aware that when a report is investigated it may become necessary to
disclose details of the report to other personnel involved in the investigation and that through the
investigation, elements of the reported conduct may become obvious to the subject(s) of the report.
Throughout the process, REA will work closely with the Whistleblower to protect their identity,
however in a case where the subject may be able to determine who has provided information,
immediate action will be taken to protect the Whistleblower from any detrimental actions.
We will protect the confidentiality of a Whistleblower’s identity. This may include redacting personal
information, referring to the Whistleblower in a gender-neutral context and restricting the number of people
who will know the discloser’s identity.
The Corporations Act gives special protection to disclosures specifically relating to Corporations
Act breaches, if certain conditions are met. These conditions are:
• The Whistleblower falls within the scope defined in section 1 above;
• The report is made to an ‘eligible recipient’, which includes:
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o the Whistleblower service;
o an officer or senior manager of the group company concerned;
o the Audit, Risk and Compliance Committee Chair or the external auditor; or
o a person authorised by REA to receive disclosures (for example the Chief Risk Officer or the
external whistleblowing hotline).
• The Whistleblower has reasonable grounds to suspect that there has been misconduct, or an
improper state of affairs in relation to REA or an REA Group company.
A Whistleblower may also be protected as a whistleblower under the Corporations Act if they are an eligible
whistleblower and they have made a disclosure to a lawyer for the purposes of obtaining legal advice or
legal representation about the operation of the whistleblower provisions in the Corporations Act (even if the
lawyer concludes that the disclosure does not relate to a ‘disclosable’ matter).
There are also some limited circumstances where a Whistleblower is entitled to disclose information to a
journalist or member of State or Federal Parliament (an “Emergency Disclosure”). A Whistleblower may make
an Emergency Disclosure if:
• it has previously made a disclosure using the process described above and a reasonable time has
passed since this disclosure;
• the Whistleblower has reasonable grounds to believe there is an imminent risk of serious harm or
danger to public health or safety, or to the financial system, if the information is not acted on
immediately.
Before a Whistleblower makes an Emergency Disclosure, they must notify the person or body that made its
original disclosure that it intends to make an Emergency Disclosure. The Whistleblower should also contact
an independent legal adviser before making a public interest or emergency disclosure.
In short, the protections given by the Corporations Act when these conditions are met are:
• The Whistleblower cannot be subject to civil, criminal and administrative liability for making
the report (although a Whistleblower can be subject to civil or criminal a c t i o n if the
Whistleblower's report contains admissions of their own conduct);
• Anyone who victimises or threatens the Whistleblower is guilty of an offence and may be
liable for damages;
• The Whistleblower’s identity will be kept confidential, and not disclosed to any other person
without the Whistleblower’s consent (except any disclosures required to obtain legal advice
or for the purpose of escalating or investigating the Whistleblower’s report (e.g. disclosures
to ASIC or the Federal Police)); and
• 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, the
Australian Federal Police or APRA, or as otherwise specifically authorised by law.
• A Whistleblower may seek compensation or other remedies through the courts if they suffer
loss, damage or injury because of a disclosure and the entity failed to take reasonable
precautions and exercise due diligence to prevent the detrimental conduct.
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It is important to note that these protections do not grant you immunity in respect of any misconduct by
you which you reveal as part of your disclosure.
REA is committed to full compliance with these protective provisions.
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