Whistleblower Procedure

1. PURPOSE

UCG’s Whistleblower Procedure has been adopted by the Board to ensure concerns regarding unacceptable conduct or risk, including breaches of UCG’s Code of Conduct, can be raised on a confidential basis, without fear of reprisal or dismissal or discriminatory treatment. The purpose of this procedure is to promote reporting of issues where the interests of others, including the public, or of the organisation itself are at risk.

2. SCOPE

This procedure applies to all UCG Directors, employees and Delivery Partners irrespective of the seniority of the position, or whether the position is head office based or field based or whether the position is temporary, permanent, full time, part time or casual.

3. DOCUMENT CONTROL

Owner: Chair of the Audit, Risk and Compliance Committee.
Authoriser: The Chairman of the Board.

This document is an uncontrolled copy once printed or stored locally. To ensure access of the current version obtain a copy available on the UCG Employee Intranet or contact the owner of the document.

4. DISTRIBUTION

All Directors of the Board and employees.

5. REFERENCES

UCG Code of Conduct.

6. DEFINITIONS

• Delivery Partner is a director or employee of a subcontracting firm which provides services to UCG.
• ‘UCG Person’ is a Director, employee or Delivery Partner of UCG.
• ‘Whistleblower’ is a person who informs on a person or organization regarded or perceived as engaging in an unlawful or immoral activity.

7. PROCEDURE

1. Conduct Covered by this Procedure

UCG Persons are encouraged to report any conduct which is related to:
(a) Dishonest behaviour, fraudulent activities, corrupt practices or illegal activities;
(b) Conduct endangering health and safety
(c) A suspected breach of UCG’s Code of Conduct; or
(d) A breach of any UCG policy.

2. Reporting and Investigating Unacceptable Conduct

If a UCG Person suspects that unacceptable conduct has occurred, then they should contact one of the following Authorised Officers:
(a) Head of People & Culture; or
(b) Chief Executive Officer; or
(c) Chairman of the Audit Risk and Compliance Committee.

A way to confidentially contact the Chairman of the Audit Risk and Compliance Committee is to send an email to .

Upon receiving a complaint, an Authorised Officer will determine who will investigate the matter, unless the complaint concerns an Authorised Officer, in which case the Chairman of the Board will undertake this responsibility.

Where the unacceptable conduct is investigated, the investigation will be thorough, objective and fair.

UCG will ensure the fair treatment of UCG employee or director mentioned in a disclosure made under this Procedure. UCG will:
(a) to the extent that it is practical and appropriate in the circumstances, handle all disclosures confidentially;
(b) assess each disclosure on its merits and investigate as appropriate;
(c) advise an UCG employee or director who is the subject of a disclosure as and when required by principles of natural justice and procedural fairness, and where appropriate having regard to the nature of the disclosure, prior to: any external actions being taken, such as referring the disclosure to a regulator or law enforcement agency; and commencing a formal investigation;
(d) advise when conduct raised in a disclosure, if proven, could lead to allegations of misconduct being made against an employee the subject of a disclosure, leading to possible disciplinary consequences, including termination of employment;
(e) provide details of the persons who can be contacted with issues, queries and concerns. The UCG Person making the complaint will have the option to:
(a) Identify themselves; or
(b) Remain anonymous.

An internal report on the outcome of the investigation, including any recommended actions, will be prepared and reported to the Chair of the Audit, Risk and Compliance Committee.

3. Protecting Confidentiality and Privacy

3.1. Confidentiality
If a UCG Person makes a report of unacceptable conduct under this procedure, and UCG is aware of that person’s identity, UCG will make every reasonable endeavor to ensure that person’s identity is protected from disclosure. UCG will not disclose the UCG Person’s identity unless:
(a) the UCG Person making the report consents to the disclosure; or
(b) the disclosure is required by law; or
(c) the disclosure is necessary to prevent or lessen a serious threat to a person’s health or safety; or
(d) it is necessary to protect or enforce UCG’s legal rights or interests or to defend any claims.

3.2. Protecting the UCG Person
UCG Persons who report improper conduct or what they believe is potentially improper conduct in good faith and without malice can rely on the protection afforded by this Policy and Corporations Law.

UCG Persons who make reports under this Procedure should consider their actions as very professional and of high integrity as it provides UCG the opportunity to investigate and resolve problems. However, disciplinary action may be taken against an individual or UCG Person who makes a malicious or vexatious allegation.

3.3. Keeping the Whistleblower Informed
Where appropriate to do so, the UCG Person who made the report of improper or potentially improper conduct shall be kept informed of the investigation by the Authorised Officer.

4. General Reporting, Procedure Review, Disclosure and Contact Details

4.1. General Reporting on Whistleblower Activities
The Chairman of the Audit Risk and Compliance Committee will prepare reports which contain a general summary of the number and type of incidents identified or complaints received through UCG’s internal reporting processes which relate to this Procedure, together with a description of the nature and results of any investigation conducted as a result of a reported incident or complaint.

These reports will be provided:
(a) To the Executive Chairman and CEO on a regular basis (the frequency to be determined by the Executive Chairman from time to time);
(b) To the Audit and Compliance Committee; and
(c) The Board.

4.2. Review of this Procedure

The company will use the reports provided under this Procedure to monitor and review regularly the effectiveness of the whistleblower protection and harm minimisation programs described in this Policy.

4.3. Disclosure

This Procedure shall be made available to directors and employees of UCG on the UCG employee intranet and during their induction. The procedure is made available to the directors and employees of Delivery Partners during their induction.

For all persons this Procedure is made available via the UCG website.

New UCG Person’s will be made aware of this Procedure through onboarding induction.

4.4. Contact for Further Information

Any questions relating to the interpretation of this Procedure can be directed to the Head of People & Culture, or in their absence another Authorised Officer.