Whistleblower Policy

1. Purpose

(a) TKFA is committed to maintaining the highest standards of legal, ethical and moral behaviour. A key part of supporting these standards is enabling people to ‘speak up’ about unethical and unlawful conduct.

(b) The purpose of this policy is to:

(i) support and encourage the reporting of suspected misconduct or improper

conduct;

(ii) set out the process for receiving, assessing and investigating disclosures;

(iii) ensure confidentiality and lawful handling of disclosures; and

(iv) protect eligible whistleblowers from victimisation, retaliation, or other detriment

for making a disclosure in good faith.

2. Scope

This policy applies to Whistleblowers, who have access to legal rights and protections

under the Corporations Act.

3. Definitions

Board means the Board of TKFA.

Corporations Act means the Corporations Act 2001 (Cth).

Detrimental Conduct means any action taken against a Whistleblower in response to

whistleblowing, including discrimination, harassment, victimisation, retaliation, or a threat of retaliation. This may be evidenced by dismissal, suspension, or demotion; alteration of a person’s position or duties to their disadvantage; disciplinary action; harm (including psychosocial harm) or injury; damage to a person’s reputation, property, business, or financial position.

Disclosable Matters means a concern or wrongdoing where the Whistleblower has

reasonable grounds to suspect misconduct.

Eligible Recipient means the person to whom you should disclose your claim of

wrongdoing, including:

(i) the Whistleblower Protection Officer (WPO);

(ii) a member of the Board, the Company Secretary, or the General Manager of TKFA;

or

(iii) TKFA’s external auditor; or

(iv) a legal practitioner for the purposes of determining how, and if, the

whistleblower protections under the Corporations Act or the Taxation

Administration Act apply to them. In these instances, a person can make a report

to certain government entities, including the Australian Taxation Office.

Investigator means a person appointed by the WPO in accordance with clause 5.3 to

investigate reports received from Whistleblowers.

Taxation Administration Act means the Taxation Administration Act 1953 (Cth).

TKFA means Te-Kworo Foundation Australia Limited (ABN 17 657 059 357).

TKFU means Te-Kworo Foundation Limited of Kitgum Road, P.O. Box 1270, Gulu, Uganda.

Whistleblower means an individual who is a current or former:

(i) employee of TKFA;

(ii) member of the Board;

(iii) volunteer, contractor, consultant, partner, or service provider who has supplied

goods or services to TKFA; or

(iv) a spouse, relative or dependant of any of the persons mentioned above,

who reports potential misconduct or breaches of the law by TKFA to an Eligible Recipient in accordance with this policy.

Whistleblower Protection Officer (WPO) means Jeff Kendrew, to whom a report under this policy is made, and who is responsible for supporting and safeguarding the interests of the Whistleblower and ensuring the integrity of the reporting mechanism.

Wrongdoing means conduct that includes but is not limited to:

(i) illegal conduct such as theft, dealing in or use of illicit drugs, violence or threatened violence, and criminal damage to property;

(ii) fraud, money laundering or misappropriation of funds;

(iii) offering or accepting a bribe;

(v) financial irregularities;

(vi) failure to comply with, or breach of legal or regulatory requirements;

(iv) engaging in, or threatening to engage in, detrimental conduct against a person

who has made a disclosure.

4.Policy

(a) TKFA is committed to ensuring Whistleblowers feel confident to raise concerns about any suspected or actual wrongdoing by offering a reporting and investigative mechanism that is objective, independent and protects them from detriment, reprisal, or disadvantage.

(b) This policy is an important part of TKFA’s risk management and corporate governance framework.

4.1 Disclosable Matters

(a) This policy only applies to reports about Disclosable Matters.

(b) This policy is not intended to apply to matters concerning a person’s individual

employment, such as personal work-related grievances, alleged workplace

discrimination, or bullying or personal disputes between staff. Such matters should be

raised with the Chair of TKFA.

(c) This policy is also not intended to apply to reporting concerns involving children or

vulnerable people. These concerns should be raised in accordance with TKFA’s Policy:

Safeguarding Children and Vulnerable Individuals, Code of Conduct and Personal

Communications.

(d) Disclosures about matters other than Disclosable Matters do not qualify for protection under Whistleblower legislation but may be protected under other legislation.

4.2.Reporting a Disclosable Matter

(a) A Whistleblower can report a disclosable matter verbally or in writing to an Eligible

Recipient.

(b) Consistent with TKFA’s commitment to identify and address wrongdoing as early as possible, we encourage Whistleblowers to make a report in the first instance to the WPO via email: jeff.sageinvestments@gmail.com

A written report can be sent to:

3 Patrick Place, Berowra Heights NSW 2082

(c) A Whistleblower should ensure, as far as they are able, that their report is factually

accurate and presented in an unbiased fashion. Reports should include as much

information as possible, including details of the misconduct, the people involved,

dates, locations, and any other relevant evidence.

(d) A person making a report must not make a false or vexatious claim. Protections under this policy will not be applied to false reports or vexatious claims.

4.3.Investigating a Disclosable Matter

(a) The WPO will assess all reports received and determine whether the matter reported falls under this policy. Disclosable Matters will be investigated with the objective of obtaining evidence that substantiates or refutes the claims made.

(b) If the WPO determines that a report does not fall under this policy, they will advise the person making the report and explain how the report will be handled.

(c) The investigation process will vary depending on the precise nature of the conduct being investigated. The WPO will determine whether the investigation should be conducted by an internal or external investigator.

(d) The Investigator shall conduct the investigation promptly. The investigation shall be thorough, fair, objective, and independent of the Whistleblower, anyone who is the subject of the Disclosable Matter, and any business area concerned. The Investigator shall also ensure that each person subject to the investigation is given sufficient opportunity to reply to the allegations.

(e) The WPO will inform the Whistleblower of the outcomes of the investigation. The details of the investigation and the outcome will be shared with the Board on a confidential and anonymous basis.

(f) TKFA will rectify any wrongdoing uncovered to the extent practicable.

4.4. Confidentiality and anonymous reporting

(a) TKFA will treat all reports, as well as information acquired while investigating a

report, with the strictest confidence.

(b) To reduce the risk that the Whistleblower will be identified from the information

contained in their report, TKFA will ensure, to the extent possible, that:

(i) all paper and electronic documents and other materials relating to reports are

stored securely;

(ii) access to all information relating to a report will be limited to those directly

involved in managing and investigating the disclosure;

(iii) only a restricted number of people who are directly involved in handling and

investigating a report 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;

(iv) each person who is involved in handling and investigating a report will be aware

of the relevant confidentiality requirements, including that an unauthorised

disclosure of a Whistleblower’s identity may be a criminal offence.

If a Whistleblower reveals their identity to an Eligible Recipient other than the WPO,

(c) then that person will ask for consent to confidentially disclose information about the

report and identity of the Whistleblower to the WPO for the purposes of investigating

the matter reported.

(d) TKFA may disclose the information received to a legal practitioner for the purpose of

obtaining legal advice in relation to the operation of the statutory Whistleblower

protections.

(e) Subject to the requirements under Australian law, TKFA will only disclose the identity

of the Whistleblower, or any information

(f) In limited circumstances, TKFA may need to disclose the identity of the Whistleblower to certain third parties without their consent including:

(i) legal practitioners;

(ii) the Australian Securities and Investments Commission;

(iii) the Australian Taxation Office;

(iv) the Australian Charities and Not-for-profits Commission; and

(v) the Australian Federal Police or Australian State Police.

4.5 Protection from Detrimental Conduct

(a) TKFA understands that the decision to make a report can be a difficult one. Therefore, TKFA is committed to ensuring that if a Whistleblower makes a report under this policy in good faith, they will not be penalised or disadvantaged because they have made a report.

(b) Under this policy, any Detrimental Conduct against a person reporting a Disclosable Matter or participating in a Disclosable Matter investigation will be treated as serious wrongdoing. Such behaviour may constitute serious misconduct and may result in disciplinary measures, up to and including dismissal.

(c) If a person makes a report and subsequently faces any kind of Detrimental Conduct, they are encouraged to notify the WPO. The WPO will ensure the matter is investigated promptly and addressed with the appropriate remedial action.

4.6.Support for persons implicated

(a) TKFA recognises that individuals against whom a report is made must also be supported during the handling and investigation of the Disclosable Matter. The WPO will take reasonable steps to ensure that they are treated fairly during the investigation.

(b) No action will be taken against employees or officers who are implicated in a report under this policy until an investigation has determined whether any allegations against them are substantiated.

4.7.Statutory protections

(a) There are statutory protections (including in relation to civil liability, criminal liability and administrative liability) available to Whistleblowers who make disclosures in respect of certain matters to defined recipients under the Corporations Act or Taxation Administration Act. Individuals wishing to make a report are encouraged to seek independent legal advice to determine how, and if, these statutory protections apply to them.

(b) In circumstances where such protections are available, persons can seek compensation and other legal remedies if:

(i) they suffer loss, damage, and injury because of a disclosure; and

(ii) TKFA failed to take reasonable precautions and exercise due diligence to prevent Detrimental Conduct.

4.8.Public Interest and Emergency Disclosure Reporting

(a) TKFA encourages a person to make a report by contacting the WPO via email in the

first instance where possible.

(b) Disclosures of information made ‘in the public interest’ and in the context of

‘emergency disclosure’ in the circumstances contemplated in the Corporations Act will

be protected from Detrimental Conduct if the relevant requirements in the

Corporations Act are established. In these circumstances, reports can be made to

journalists and members of the Commonwealth, state or territory parliaments

(Eligible Public Recipient).

(c) It is important that a person making a report understands the criteria for making a

public interest or emergency disclosure. TKFA recommends that independent legal

advice is sought on the relevant requirements for these disclosures.

(d) Reports made in the public interest are protected from Detrimental Conduct if a

person:

(i) has already made a report to TKFA concerning a Disclosable Matter (Initial Report) and at least 90 days has lapsed since the initial report was made; and

(ii) has no reasonable grounds to believe that action is being, or had been, taken to address the matters relating to the initial report; and

(iii) has reasonable grounds to believe that making a further report would be in the public interest; and

(iv) gives written notification to the TKFA after the 90 days mentioned have lapsed that easily identifies the Initial Report and intention to make a public interest report; and

(v) makes the public interest report to an Eligible Public Recipient and the extent of the information reported is no greater than necessary to demonstrate the misconduct or improper state of affairs or circumstances. Reports made in emergency situations are protected from Detrime

(e) Reports made in emergency situations are protected from Detrimental Conduct if a

person:

(i) has already made an Initial Report to TKFA; and

(ii) has given TKFA written notification that easily identifies the Initial Report and

(iii) intention to make an emergency report; and has reasonable grounds to believe that the information in the Initial Report concerns a substantial and imminent danger to the health or safety of person(s) or the natural environment; and

(iv) makes the emergency report to an Eligible Public Recipient and the extent of the information reported is no greater than necessary to inform the Eligible Public Recipient of the substantial and imminent danger.

5.Responsibilities

5.1.Responsibilities of Whistleblowers

(a) All persons to whom this policy applies should only report Disclosable Matters where

they have reasonable grounds to suspect that the information concerns wrongdoings

as outlined in this policy.

(b) By making a report under this policy, a Whistleblower consents to the WPO and any

other investigator taking action and performing their roles and responsibilities, with

respect to the report, as set out in this policy.

5.2.Responsibilities of the WPO

The WPO is the officer appointed to receive particulars about all reports on Disclosable

Matters. The WPO is responsible for:

(a) providing support to and protecting the confidentiality of the Whistleblower reporting the Disclosable Matter;

(b) keeping the Whistleblower informed of the progress and outcomes of the

inquiry/investigation subject to considerations of privacy of those against whom a

disclosure has been made;

(c) reporting to the Board on a confidential and anonymous basis, each report made

under this Policy, including details of the investigation and its outcomes.

5.3.Responsibilities of the Investigator

The Investigator is appointed by the WPO and may be internal or external to TKFA. Where the Investigator is internal, they must be independent of the area/individuals affected by the alleged wrongdoing. The Investigator will:

(a) as directed by the WPO, investigate reports received from Whistleblowers;

(b) provide timely updates to the WPO on their inquiry/investigation;

(c) maintain confidentiality when conducting investigations;

(d) be fair, objective, and independent throughout the investigation and conduct a

sufficient and proper inquiry into the content of the report.

5.4.Responsibilities of the Board

The Board is responsible for fostering a culture in which the values of integrity, honesty

and compassion are evidence in all TKFA’s dealings and monitoring compliance with this

policy and reviewing it on a regular basis to ensure it is operating effectively.

5.5.Responsibilities of TKFU

(a) TKFU has delegated the following responsibilities to the board members of TKFU to

ensure that they and all employees and volunteers are aware of their obligations under

this policy. TKFU is required to:

(i) comply with all obligations as defined in their Memorandum of Understanding

with TKFA;

(ii) develop whistleblowing policies and procedures with assistance from TKFA

where required;

(iii) ensure any Disclosable Matters reported to them, as well as the resolution and

action taken are reported to the Chair of TKFA immediately.

(b) TKFU should also make clear to Whistleblowers that they can make their report to the WPO directly, where the reporting person believes it is necessary.

6.Compliance with this policy

(a) Any breach of this policy may be regarded as misconduct and may result in

disciplinary action, up to and including dismissal where relevant.

(b) A breach of this policy may also amount to a civil or criminal contravention under the

Australian whistleblower protection laws (in particular, the provisions in the

Corporations Act or the Tax Administration Act), giving rise to significant penalties.

7. Availability of this policy

(a) This policy will be communicated to all employees on adoption and when any

subsequent revisions are made.

(b) This policy will be made available on TKFA’s website.

8.Review and amendments

This policy shall be reviewed at least every 2 years to ensure its continued relevance and effectiveness. Any proposed amendment or updates shall be presented to the Board for approval.

9.Contacts

For questions about this policy, please contact Allison Strickland (Company Secretary) via email: cosec@te-kworofoundation.org or the WPO at jeff.sageinvestments@gmail.com