Whistleblower Protection Policy
This document (Policy) sets out the arrangements implemented by Fox HoldCo Limited (Company) and its direct and indirect subsidiaries (collectively, the Group, and any member of the Group, each a Group Company) in relation to whistleblower protection.
The Group is committed to the highest standards of legal, ethical and moral behaviour, and to conducting its businesses with integrity. Implementing and maintaining appropriate whistleblower arrangements are an integral part of supporting good governance and a transparent, accountable and safe workplace culture.
The Company’s Board of Directors has a strong interest in corporate misconduct being brought to light early, so that it can be addressed and prevented from recurring. Whistleblowers play an important role in identifying and calling out misconduct and harm (both internal and external) to the organisation. If Wrongdoing (as defined below) is reported, the Company should be able to quickly address any underlying causes or systemic issues.
This Policy applies to all employees (including temporary employees), directors and officers of the Group and all independent suppliers, contractors, agents, other consultants and/or third-party representatives of the Group (together, Personnel).
1. PURPOSE AND CONTEXT
1.1
The purpose of this Policy is to:
(a)
articulate the internal policy arrangements and requirements for Personnel in relation to whistleblower matters, in the context of the Australian legal framework; and
(b)
encourage and facilitate the making of whistleblower reports and the general observance of required standards, to protect and promote the interests of shareholders, Personnel and all other stakeholders of the Group.
1.2
In particular, the purpose of this Policy is to:
(a)
encourage reporting of Wrongdoing (as defined below);
(b)
help deter Wrongdoing, in line with the Group’s risk management and governance framework;
(c)
ensure that individuals who disclose Wrongdoing can do so safely, securely and with confidence that they will be protected and supported;
(d)
ensure disclosures are dealt with appropriately and on a timely basis;
(e)
provide transparency around the Group’s framework for receiving, handling and investigating disclosures;
(f)
support the Group’s Code of Conduct and the stated values of Group Companies – in particular, acting with integrity, dignity and respect and practicing the highest standards of ethics and transparency;
(g)
support the Group’s long-term sustainability and reputation; and
(h)
meet our legal and regulatory obligations.
1.3
The Company is committed to achieving this purpose by:
(a)
having a well-communicated Code of Conduct and other policies that foster upward reporting in an environment free from recrimination;
(b)
providing accessible, secure and reliable channels for the following parties to report reasonably suspected Wrongdoing, including by anonymous reporting:
Personnel and their relatives, dependants, spouse, civil partner or de facto partner;
external parties, including suppliers to the Group and their employees, clients and members of the public;
(c)
supporting the right of Personnel to refuse to participate in Wrongdoing;
(d)
providing robust protection from retaliation, victimisation or detrimental action for individuals in connection with reports of reasonably suspected Wrongdoing, and ensuring that confidentiality is maintained as required by law;
(e)
facilitating proper, timely, fair and impartial investigation of reports of Wrongdoing by people who have the right skills, are independent to the allegations and do not have a conflict of interest;
(f)
addressing issues identified, including by taking appropriate disciplinary action if required; and
(g)
at all times complying with whistleblowing legislation in any country that the Group operates.
1.4
This Policy should be read in conjunction with other applicable Group policies and procedures.
1.5
Non-compliance with this Policy may result in disciplinary action, termination of employment and/or legal consequences.
1.6
Any questions or issues relating to this Policy should be addressed to the Group General Counsel.
2. WHO CAN BE A WHISTLEBLOWER UNDER THIS POLICY?
2.1
Each of the following persons may make a protected disclosure under this Policy:
(a)
Former and current employees and officers of the Group;
(b)
Former and current officers (including directors) of the Group;
(c)
Former and current contractors and suppliers of goods or services to the Group (including contracting and supplier entities’ employees);
(d)
the Group’s related bodies corporate (and their directors), including former employees and officers of these related bodies corporate; and
(e)
spouses, relatives or dependents of any of the people listed above,
who are collectively referred to as Eligible Whistleblowers.
2.2
There is no requirement for an Eligible Whistleblower to identify themselves to be protected by Whistleblower Laws. That is, protected disclosures may be made anonymously.
3. WHAT CONSTITUTES “WRONGDOING”?
3.1
Definition of “Wrongdoing”
In this Policy, Wrongdoing means misconduct or an improper state of affairs or circumstances in relation to a member of the Group or its operations, or which involves Personnel. It is sometimes referred to as Reportable Conduct (including in the Corporations Act 2001 (Cth) (Corporations Act)). This may include conduct that:
is corrupt;
is in breach of laws applying to any member of the Group or to Personnel, including theft, illicit drug sale or use while at work or during working hours, violence, threatened violence, harassment and criminal damage to property;
involves misconduct such as fraud, negligence, default, breach of trust, breach of duty, money laundering or misappropriation of funds; offering or accepting a bribe; failure to comply with, or breach of, legal or regulatory requirements;
is unethical, such as acting dishonestly, altering company records, wilfully making false entries in books and records of Group Companies;
is irresponsible, seriously harmful or potentially seriously harmful to anyone, such as bullying, deliberate unsafe work practices or wilful disregard for the safety of others in the workplace;
involves retaliatory action against an Eligible Whistleblower for planning to make, having made, or is believed or suspected to have made, a report of Wrongdoing, or against Personnel for refusing to participate in Wrongdoing; or
involves any other kind of serious impropriety, including actions to cover up any of these types of Wrongdoing.
This Policy is intended to apply to all legitimate,substantiated and non-vexatious reports of Wrongdoing where the reporter has reasonable grounds to suspect Wrongdoing, but not to trivial or vexatious matters with no substance.
3.2
Personal work-related grievances
This Policy is not intended to apply to concerns that are solely Personal Work-Related Grievances. A Personal Work-Related Grievance is a grievance about any matter in relation to the discloser’s employment or former employment, having (or tending to have) implications for the discloser personally, which does not involve:
an allegation that the discloser has suffered detriment or been threatened with retaliation due to reporting or raising the grievance; or
alleged conduct that could be an offence, or comprises serious Wrongdoing.
Typical examples of Personal Work-Related Grievances include:
personal conflicts within the workplace; and
decisions relating to engagement, promotion, suspension and termination of employees, as well as bonuses and incentives.
For reports relating solely to Personal Work-Related Grievances:
reporters are encouraged to utilise grievance procedures set out in internal workplace behaviour policies and procedures; and
the Company may refer such reports for resolution in accordance with those grievance procedures.
A Personal Work-Related Grievance may still qualify for whistleblower protection if:
it includes information about misconduct, or information about misconduct includes or is accompanied by a Personal Work-Related Grievance (that is, a mixed report);
the 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 the discloser’s personal circumstances;
the discloser suffers from or is threatened with detriment for making a disclosure; or
the discloser seeks legal advice or legal representation about the operation of the whistleblower protections under the Corporations Act.
Reports relating to Personal Work-Related Grievances which do not involve an element of Wrongdoing do not attract the protections afforded to Eligible Whistleblowers under this Policy or under Australian law.
REPORTING WRONGDOING
4.1
How can you make a report of Wrongdoing?
Reports can be made to both external and internal channels. Those receiving the reports are considered Eligible Recipients under the Corporations Act.
The Group wishes to identify and address Wrongdoing as early as possible and encourages early reporting of Wrongdoing. Reports of Wrongdoing may be made through any of the following channels:
(a)
QANTM Speak Up Service
Eligible Whistleblowers may make reports through the QANTM Speak Up Service, an externally managed service which has been established to receive reports of Wrongdoing by telephone, email, through an online platform or by mail. Reports will be held securely and be provided to an appropriate officer within the Group for confidential assessment and referral for appropriate resolution.
The QANTM Speak Up Service can be accessed through various means, as set out below.
Reporting Channels
QR Code
Phone
1800 324 775 (Australia)
Address
PO Box 730, Milsons Point NSW 1565
Personnel are encouraged to use the QANTM Speak Up service, but may also make reports to the following Eligible Recipients:
(b)
Senior managers
Reports may also be made to any of the following QANTM officers and senior managers:
Chief Executive Officer;
Chief Financial Officer;
Chief People Officer; or
General Counsel.
(c)
Directors
If the alleged Wrongdoing involves the QANTM Chief Executive Officer or a direct report of the QANTM CEO, then reports may be made to the Chair of the Fox HoldCo Limited Board of Directors, or to the Chair of the Audit, Risk and Compliance Committee.
4.2
Other Protected Disclosures
(a)
In addition to the protections which the Company commits to provide to Eligible Whistleblowers under this Policy, the Corporations Act provides extensive legal protection to certain categories of Eligible Whistleblowers, with respect to specific categories of reports of Wrongdoing, made to certain external parties who are not directors, officers or employees of the relevant Group Company. Protections can also arise under the Taxation Administration Act 1953 (Cth).
(b)
Depending on the circumstances, Eligible Recipients of whistleblower reports may include:
the Australian Securities and Investments Commission (ASIC) or other Commonwealth authorities;
the auditor of, or any member of an audit team conducting an audit of, any members of the Group;
an actuary of any member of the Group;
a member of the parliament or legislature of the Commonwealth or a State or Territory of Australia, or a journalist; or
legal practitioners, for the purpose of obtaining legal advice or legal representation in relation to the operation of Australian whistleblower protection laws.
(c)
While the Company encourages reports to be made initially using the reporting channels outlined in this Policy, to enable the relevant Group Company to investigate and respond appropriately to reports of Wrongdoing, the relevant Group Company will afford the protections and provide the support outlined in this Policy to all Eligible Whistleblowers making disclosures which attract statutory protection under the Corporations Act.
(d)
In addition to the protections under this Policy, the additional types of protection afforded to the relevant categories of Eligible Whistleblowers under the Corporations Act include, in summary, statutory provisions:
making it an offence to disclose the identity of the Eligible Whistleblower, or information that is likely to lead to their identification, and exposing to civil penalties the person disclosing such identity or information;
affording protection to the Eligible Whistleblower from certain legal actions (including, for example, actions for breach of employment contract or other disciplinary action) to which they would otherwise be subject by reason of making the Whistleblowing report;
making it an offence to victimise or cause detriment to the Eligible Whistleblower, or threaten to do so, for reasons which include a belief or suspicion that a relevant Whistleblowing report has been made or could be made. The type of detriment prohibited by the law includes dismissal, alteration of employee’s position or duties to their disadvantage, discrimination, harassment or intimidation, causing harm or injury (including psychological harm), damaging a person’s property or reputation or business or financial position, or causing any other damage to a person; and
making available a wide range of remedies to a person who is victimised or suffers detriment in relation to a whistleblowing report.
4.3
Emergency and public interest disclosures
An Eligible Whistleblower may make an Emergency Disclosure and Public Interest Disclosures, of Reportable Conduct to journalists and members of the Commonwealth, state or territory parliaments. You should contact the Group General Counsel or an independent legal advisor to ensure you understand the criteria for making an emergency and public interest disclosure.
KEY INFORMATION TO INCLUDE IN A REPORT OF WRONGDOING
Disclosures of Wrongdoing are most useful when they include key information that offers actionable insight. Disclosures should include as much of the following information as possible, if known by the person making the disclosure:
what has occurred;
how the Wrongdoing arose;
where it occurred;
when it occurred;
who was involved;
any material to support the concerns, such as documents;
whether the matter has been reported elsewhere; and
what protections may be needed after making the report and/or any other concerns.
WHISTLEBLOWER PROTECTIONS: ANONYMITY AND CONFIDENTIALITY
6.1
Anonymity
An Eligible Whistleblower can make an anonymous disclosure if they do not want to reveal their identity.
An Eligible Whistleblower is encouraged to provide their name because it will make it easier for the Group to address their concern and provide the required support and protection. For example, the context in which any Wrongdoing was observed is likely to be useful, and the Group may seek further information to assist in any investigation.
If an Eligible Whistleblower does not provide their identity, the Group will assess their concern in the same way as if they had revealed their identity and will conduct an investigation based on the report, to the extent we are able to and/or it is appropriate. However, an investigation may not be possible unless sufficient information is provided, and it may be difficult to offer the same level of practical support and protection if the Group does not know the Eligible Whistleblower’s identity.
If an Eligible Whistleblower makes a report anonymously through the QANTM Speak Up service, they will have the option of maintaining ongoing anonymous two-way communication with the Group, via the third-party provider.
Group Companies will not, and Personnel must not, attempt to determine the identity of an anonymous Eligible Whistleblower, unless there is a legal requirement to do so. Attempts by Personnel to discover the identity of an anonymous Eligible Whistleblower will be regarded as serious misconduct, and may result in disciplinary action, which may include dismissal.
6.2
Confidentiality
The Group will, and Personnel must, take all reasonable steps to maintain confidentiality with respect to an Eligible Whistleblower’s identity, unless, and only to the extent that:
the Eligible Whistleblower consents to disclosure of their identity; or
the Group or relevant Personnel are required to disclose the Eligible Whistleblower’s identity by law.
Attempts by Personnel to discover the identity of a Eligible Whistleblower, or unauthorised disclosure by Personnel of information relating to:
the identity of an Eligible Whistleblower; or
information from which the identity of the Eligible Whistleblower could be inferred,
will be regarded as serious misconduct and may result in disciplinary action, which may include dismissal. Such unauthorised disclosure may also constitute an offence under Australian law.
Measures to protect the confidentiality of an Eligible Whistleblower’s identity may include:
personal information or references to the Eligible Whistleblower witnessing an event being redacted;
using gender neutral language with respect to the Eligible Whistleblower;
where possible, contacting the Eligible Whistleblower to help de-identify certain aspects of their report that could inadvertently identify them;
storing hard copy and electronic files relating to whistleblower reports securely;
restricting the number of people who are directly involved in assessing and investigating a report of Wrongdoing and to whom a disclosure is made (with the Eligible Whistleblower’s consent or as required or permitted by law) of their identity, or information that is likely to lead to their identification;
reminding each person who is involved in handling and investigating a report of Wrongdoing about confidentiality requirements, including the fact that unauthorised disclosure of an Eligible Whistleblower’s identity may be a criminal offence; and/or
communications and documents relating to the investigation of a disclosure not being sent to an email address or to a printer that can be accessed by other Personnel.
6.3
Confidentiality and/or anonymity may impair investigation, response and support
The fact that a whistleblowing report has been made anonymously or confidentially may potentially prevent or impair the Group’s ability to adequately investigate the alleged Wrongdoing and take steps to rectify it, to provide appropriate protection and support to the Eligible Whistleblower and monitor their welfare, and to provide feedback to the Eligible Whistleblower on the progress and outcomes of an investigation.
FURTHER WHISTLEBLOWER PROTECTIONS
7.1
No retaliation or victimisation where reasonable grounds for suspecting Wrongdoing
The Group strictly prohibits an Eligible Whistleblower from suffering any retaliation or victimisation arising as a result of raising a concern of Wrongdoing where there are reasonable grounds for suspecting the Wrongdoing.
The Group is committed to protecting and respecting the rights of an Eligible Whistleblower who has reported Wrongdoing, in circumstances where they have reasonable grounds to suspect that the report is accurate.
Personnel must not victimise, retaliate or discriminate (or threaten to do so) against an Eligible Whistleblower (or any other person) because they have reported Wrongdoing based on reasonable grounds, or because there is a belief or suspicion that the Eligible Whistleblower may have made, proposes to make or could make a report, even it is established that the Eligible Whistleblower is mistaken or the report is not substantiated.
For example, an Eligible Whistleblower (or another person) must not be disadvantaged for having made a report (or due to a belief or suspicion that they have made, propose to make or could make a report), by way of:
dismissal, demotion, altering a position or duties to a person’s disadvantage, or other disadvantage with respect to their employment;
termination of services or supply;
discrimination, harassment, intimidation or bias;
causing harm or injury (including psychological harm);
any other form of detriment; and/or
threats of any of the above,
where the making of the report, or the belief or suspicion in relation to the actual or potential making of a report is the reason, or part of the reason, for the detrimental conduct. Any such retaliatory action will be treated as serious misconduct and will result in disciplinary action, which could include dismissal.
Detrimental conduct does not include:
action which is reasonable for the purpose of protecting an Eligible Whistleblower from detriment, such as moving an Eligible Whistleblower who has made a disclosure about their immediate work area to another work area; or
managing an Eligible Whistleblower’s unsatisfactory work performance, if the action is in line with the performance management framework for the relevant Group Company.
7.2
Practical measures to protect and support Eligible Whistleblowers from detriment
Practical measures to be adopted to protect and support an Eligible Whistleblower from detriment may include:
conducting a risk assessment in relation to the potential for detrimental conduct;
referral to the Employee Assistance Program(s) which the Group uses, to provide assistance to Personnel with respect to mental health and wellbeing;
allowing an Eligible Whistleblower, or directing other Personnel, to perform duties from an alternative location;
training relevant managers or supervisors on measures to address risk of isolation or harassment, manage conflicts and ensuring fairness when managing performance issues or taking other management action with respect to an Eligible Whistleblower; and
taking action to protect an Eligible Whistleblower if detriment has already occurred, such as disciplinary action, allowing additional leave, compensation or other remedies.
Eligible Whistleblowers may seek independent legal advice, or contact regulatory bodies, such as ASIC or the Australian Taxation Office, if they believe they have suffered detriment.
7.3
Wrongdoing by Eligible Whistleblower not protected
Making a report of Wrongdoing may not protect an Eligible Whistleblower from consequences arising from involvement in the Wrongdoing itself. A person’s liability for their own conduct is not affected by their reporting of that conduct under this Policy.
REPORTS MADE WITHOUT REASONABLE BELIEF OF WRONGDOING ARE NOT PROTECTED
The Group is committed to protection of Eligible Whistleblowers who have reasonable grounds to suspect that a report of Wrongdoing is true at the time the report is made. Reports made without such reasonable grounds are not protected.
Whistleblower reports made by Personnel which are found to have been made maliciously, to avoid a disciplinary or other workplace process, or knowingly to be false, will be viewed as serious misconduct and may be subject to disciplinary action, including dismissal.
If made by suppliers or business partners, reports of this nature may result in cessation of a business relationship.
INVESTIGATIONS
The investigation process will be respectful and supportive. Group Companies will ensure that:
all reports of Wrongdoing are be investigated in a proper, timely, fair and impartial manner, which is proportionate to the severity of the matter reported and overseen by an appropriate senior manager. Investigations will be confidential, and may be undertaken by an authorised internal person specifically appointed for the purpose of the relevant investigation, or by an external provider. The investigator will possess the appropriate skills, will be independent to the allegations and will not have a conflict of interest;
the identity of the Eligible Whistleblower is protected in the course of the investigation;
Personnel who are mentioned in a whistleblower report are treated fairly, including those in respect of whom an allegation of Wrongdoing has been made. Measures to ensure such fair treatment will include consideration of the following:
disclosures will be handled confidentially, when it is practical and appropriate;
each disclosure will be assessed and may be the subject of an investigation;
the objective of an investigation will be to determine whether there is enough evidence to substantiate or refute the matters reported;
when an investigation needs to be undertaken, the process will be objective, fair and independent;any member of Personnel who is the subject of a disclosure will be advised about the subject matter of the disclosure as and when required by principles of natural justice and procedural fairness and before any actions being taken — for example, if the disclosure will be the subject of an investigation; and
any member of Personnel who is the subject of a disclosure will be referred to the Employee Assistance Program(s) which the Group uses from time to time to provide assistance to Personnel in relation to mental health and wellbeing; and
appropriate and proportionate measures to be adopted to ensure protection of the Eligible Whistleblower (and other persons, where applicable) from retaliation on account of a report having been made, and provision of appropriate support to the Eligible Whistleblower.
An Eligible Whistleblower may elect to appoint an independent support person to accompany them for interviews and meetings that are related to the investigation.
The relevant Group Company will keep the Eligible Whistleblower informed of the progress and outcomes of an investigation, and will designate an appropriate internal person as the contact person for them, subject to restrictions on sharing information due to privacy, confidentiality or other legal considerations. The frequency and timing of updates may vary depending on the nature of the matters under investigation.
Concerns about the adequacy or impartiality of an investigation may be reported through any of the reporting channels set out in section 4.1 of this Policy.
Subject to local laws, Personnel, including the Eligible Whistleblower, are required to co- operate with investigations, and to act honestly in doing so.
10. PERSONS AGAINST WHOM REPORTS OF WRONGDOING ARE MADE
The Group recognises that individuals in relation to whom a report of Wrongdoing is made must also be supported during the relevant investigation. Group Companies will ensure that reasonable steps are taken to treat the person who is the subject of a report fairly during the assessment and investigation process in accordance with an established investigation procedure.
Group Companies will provide appropriate support to Personnel who have been the subject of a report of Wrongdoing where the allegations contained in the report are established to be baseless.
11. RECORDING AND REPORTING ON WHISTLEBLOWING REPORTS
Group Companies will:
record reports of Wrongdoing, progress and outcomes of investigations, including such communications with the Eligible Whistleblower; and
report to the Board to ensure appropriate oversight and monitoring of the implementation of this Policy.
12. FURTHER INFORMATION
You may contact the Group General Counsel for further information about this Policy, practical steps that Group Companies can take to support you and protect you from retaliation if you make a Whistleblowing report, and the scope of protection available to Eligible Whistleblowers under applicable Australian law.
You may also contact the QANTM Speak Up Service via any of the reporting channels for more information on how to make a report. Calls to the service are not recorded.
You may seek this information either before or after making a Whistleblowing report. Where appropriate, you may be referred confidentially to an independent legal practitioner for advice.
13. BREACHES
13.1
The Group requires compliance and takes breaches of this Policy and whistleblower laws extremely seriously. Failure to comply with this Policy has the potential to expose Group Companies and executives to civil and criminal liability, fines, reputational damage, public reprimands, limitations on business activities, liability for breach of contract and other serious consequences.
13.2
For Personnel, failure to comply with this Policy may result in disciplinary action, up to and including dismissal.
14. REPORTING
Any breach of this Policy and or sanctions laws must be reported immediately to the Group General Counsel.
Failure to report a known breach of this Policy constitutes a breach of this Policy.
15. ACCESS, AWARENESS AND TRAINING
This Policy will be made available to all Personnel by the following means:
on the intranet site of all Group Companies;
available on the QANTM Intellectual Property Internet Site;
available on the QANTM Speak Up Service described in section 4.1 above;
communicated to all employees and officers by email on implementation; and
otherwise, communicated to employees and contractors on commencement of employment or engagement.
16. RESPONSIBILITIES AND GOVERNANCE
All Personnel have a part to play in preventing whistleblower breaches. This includes:
(a)
Directors and Officers – who are responsible and accountable for ensuring compliance with whistleblower obligations and the requirements set out in this Policy;
(b)
Executive Team Members and other Senior Management – who are responsible for ensuring that control processes and procedures are appropriately designed and implemented and are operated effectively, to monitor compliance with this Policy and reduce the risk of a breach; and
(c)
Employees and Contractors – who are responsible for complying with this Policy and other applicable whistleblower procedures of the Group, completing all whistleblower training assigned to them and reporting any known or suspected breaches of this Policy.
17. REVIEW
This Policy is subject to annual review by the Fox HoldCo Limited Board of Directors.
This Policy has been approved by the Fox HoldCo Limited Board of Directors.
Date Approved: 28 January 2026