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Whistleblower Protection Policy

Objectives

Lexus Australia is committed to encouraging and supporting ethical conduct and fostering a positive and open environment. The purpose of this Policy is to:

  1. encourage the reporting of actual or suspected wrongdoing;
  2. help deter wrongdoing and promote integrity;
  3. outline the protections available to individuals who disclose actual or suspected wrongdoing; and
  4. provide information on how Lexus Australia handles and investigates reports of actual or suspected wrongdoing.

Scope

This Policy applies to all former and current Lexus Australia employees, as well as the additional people included in the definition of Reporting Persons.

It is important for Reporting Persons to understand that, in addition to the protections outlined in this Policy, statutory protections are available for protected reports under the Corporations Act and the Taxation Administration Act (together, Protections). The Protections will only be available if a report complies with the terms outlined in this Policy. For information on the Protections, please refer to the Policy Principles below.

Excluded matters

While Lexus Australia encourages individuals to report any concerns they may have, not all types of concerns are intended to be covered by this Policy. The types of concerns that are generally not covered by this Policy are Guest Complaints and Personal Work-Related Grievances.

Guest complaints

If you are a guest and have a product or customer service concern, please contact Lexus Customer Assistance Centre on 1800 023 009.

Personal Work-Related Grievances

If you are an employee or contractor of Lexus Australia and wish to report a grievance that directly affects you personally in the context of your employment or wish to report any Personal Work-Related Grievance, you should contact a Manager or your Human Resources Business Partner.

While reports that are exclusively about Personal Work-Related Grievances will not qualify for the Protections, these reports may be protected under other legislation, such as the Fair Work Act 2009 (Cth).

Individuals who report Personal Work-Related Grievances can still qualify for the Protections in some circumstances, including if:

  1. a report of a Personal Work-Related Grievance includes information about misconduct or unethical conduct; or
  2. the individual who reports a Personal Work-Related Grievance suffers from, or is threatened with, Detriment for making the report.

If you are unsure whether a report relating to a Personal Work-Related Grievance qualifies for the Protections, or if you have questions regarding your rights and protections under employment or contract law, we recommend you seek independent legal advice.


Definitions

AFP means the Australian Federal Police.

APRA means the Australian Prudential Regulation Authority.

ASIC means the Australian Securities and Investments Commission.

Corporations Act means the Corporations Act 2001 (Cth), as amended from time to time.

Detriment or Detrimental Conduct includes:

  1. dismissal;
  2. demotion;
  3. harassment;
  4. discrimination;
  5. disciplinary action;
  6. bias;
  7. threats;
  8. harm or injury to a person, including psychological harm;
  9. damage to a person’s property;
  10. damage to a person’s reputation;
  11. damage to a person’s business or financial position; or
  12. or other unfavourable treatment,

but does not include:

  1. administrative action that is reasonable to protect an individual who makes a report under this Policy;
  2. conduct that involves managing the unsatisfactory work performance individual who makes a report under this Policy, if the action is consistent with Lexus Australia’s internal policies and standards.

Personal Work-Related Grievances are those that relate to an individual’s current or former employment and have, or tend to have, implications for the individual personally, but do not have any other significant implications for Lexus Australia or relate to any conduct, or alleged conduct, about Reportable Conduct, and may include:

  1. a personal conflict between the discloser and another employee;
  2. a decision relating to the engagement, transfer or promotion of the discloser;
  3. a decision that does not involve a breach of workplace laws; and / or
  4. a decision by Lexus Australia to suspend or terminate the engagement of the discloser, or otherwise discipline the discloser;

Policy means this Whistleblower Protection Policy, as amended from time to time in accordance with its terms.

Reportable Conduct includes information:

  1. concerning misconduct in relation to Lexus Australia or its Related Bodies Corporate, such as corruption, bribery, fraud, money laundering, terrorist financing or other serious misconduct;
  2. concerning an improper state of affairs relating to Lexus Australia or its Related Bodies Corporate;
  3. concerning an improper state of affairs relating to Lexus Australia’s tax affairs;
  4. that indicates Lexus Australia, its officers, employees, Related Bodies Corporate or their officers or employees have engaged in conduct that constitutes an offence against, or a contravention of, a provision of any of the following:
    1. the Corporations Act;
    2. the Australian Securities and Investments Commission Act 2001;
    3. the Banking Act 1959;
    4. the Financial Sector (Collection of Data) Act 2001;
    5. the Insurance Act 1973;
    6. the Life Insurance Act 1995;
    7. the National Consumer Credit Protection Act 2009;
    8. the Superannuation Industry (Supervision) Act 1993;
  5. that indicates Lexus Australia, its officers, employees, Related Bodies Corporate or their officers or employees have committed an offence against any Commonwealth law punishable by twelve (12) months imprisonment;
  6. that indicates Lexus Australia, its officers, employees, Related Bodies Corporate or their officers or employees represent a danger to the public or financial system;
  7. concerns engaging in or threatening to engage in Detrimental Conduct against a person who has made a report under this Policy or is believed or suspected to have made, or be planning to make, a report under this Policy;
  8. that indicates a significant risk to public safety or the stability of, or confidence in, the financial system, even if the relevant conduct does not involve a breach of a particular law;
  9. concerns an unsafe work-practice; and / or
  10. concerns unethical conduct (including breach of Lexus Australia’s Code of Ethics or generally) or breach of Lexus Australia’s policies or procedures.

Related Body Corporate has the meaning given to it by the Corporations Act.

Taxation Administration Act means the Taxation Administration Act 1953 (Cth), as amended from time to time.

Lexus Australia or Lexus means Lexus Australia, a division of Toyota Motor Corporation Australia Limited (ABN 009 686 097) of 155 Bertie Street Port Melbourne VIC 3207


Principles

1. Reporting under this Policy

To qualify for the Protections, you must be:

  1. a current or former employee (whether permanent, part time, fixed term, temporary, an intern or secondee) or contractor of Lexus Australia;
  2. a person who is providing, or has supplied goods or services to Lexus Australia, whether paid or unpaid;
  3. a current or former employee of a person identified in Item 1(b);
  4. an officer or an associate of Lexus Australia, for example, a director or company secretary of Lexus Australia or of a Related Body Corporate of Lexus Australia; or
  5. relatives, spouses or dependents of current and former employees, contractors, consultants, service providers, suppliers and business partners of Lexus Australia.

For the purposes of this Policy, individuals who can make a report under this Policy are referred to collectively as Reporting Persons.

2. What you can report

To qualify for the Protections, you must have reasonable grounds to suspect that the information you are reporting is related to misconduct or an improper state of affairs or circumstances concerning Lexus Australia, or a Director, Officer or employee of Lexus Australia.

What information may constitute misconduct or an improper state of affairs?

Examples of conduct that may constitute misconduct or an improper state of affairs include:

  1. issues of honesty or integrity, including fraud, theft, bribery, corruption, money laundering or misappropriation of funds;
  2. conduct or practices that are illegal or breach any law, regulation or code of conduct, including drug sale/use, violence or threatened violence and criminal damage;
  3. conflicts of interest, including bribery, kickbacks or improper payments and unfair tendering or procurement practices;
  4. breaches of privacy or confidentiality;
  5. actual or potential breaches of human rights standards;
  6. practices or behaviours that have significant implications for Lexus Australia or the Lexus brand, including in relation to people or operations located outside of Australia;
  7. practices or behaviours that present a risk to public health, safety, the environment or the stability of, or confidence in, the financial system; or
  8. unethical behaviour, including breaches of Lexus Australia’s policies and codes of conduct. It also includes the kinds of misconduct or unethical behaviour listed in the definition of Reportable Conduct, above.

Reasonable Grounds

Reasonable grounds mean that a person with the same information as you would also suspect the information indicates misconduct or an improper state of affairs. You will not be penalised if the information turns out to be incorrect.

3. To whom reports can be made

To qualify for the Protections, you must make your report directly to one of the following individuals or organisations:

  1. an officer of Lexus Australia, for example, a director or the company secretary of Lexus Australia;
  2. a Vice-President, M1 (General Manager) or M2 (Senior Manager) of Lexus Australia;
  3. an auditor, or an individual who is a member of the audit team, of Lexus Australia or of a Related Body Corporate;
  4. an actuary of Lexus Australia or of a Related Body Corporate;
  5. TELToyota, a free, independent third party service provider, available 24 hours a day, 365 days a year, by calling 1300 30 45 50, emailing Toyota@stopline.com.au or by mail to Tel Toyota c/o STOPline, Locked Bag 8, Hawthorn, 3122;
  6. ASIC or APRA; or
  7. your lawyer for the purposes of obtaining legal advice or legal representation about the operation of the whistleblower protections in the Corporations Act.

Individuals who are not employees or contractors of Lexus Australia and wish to make a report directly to Lexus Australia can send their report by post to 155 Bertie Street Port Melbourne VIC 3207 (marked to the attention of the Company Secretary) or contact TEL Toyota, as detailed above.

Reports to a journalist or parliamentarian

Additionally, the Protections will also apply to you if you make a report to a journalist or a member of the Commonwealth Parliament or a State or Territory Parliament that complies with the conditions outlined below.

Please note the Protections will not apply to you if you report your concerns to the public in a way that does not comply with the conditions outlined below.

If you have any questions about the criteria for making a making a public interest or emergency report that qualifies for the Protections, we recommend you seek independent legal advice. Additionally, it may be worthwhile to seek independent legal advice before making a public interest report or an emergency report.

Public interest report

A ‘public interest report’ is the disclosure of information to a journalist or a parliamentarian, where:

  1. you have previously reported information to ASIC or APRA that relates to one or more of the matters listed in section 2 of this Policy;
  2. at least 90 days have passed since you reported your concerns to ASIC or APRA, and you do not have reasonable grounds to believe that action to address your concerns is being, or has been, taken;
  3. you have reasonable grounds to believe that reporting your concerns to a journalist or parliamentarian would be in the public interest;
  4. after 90 days from when you reported to ASIC or APRA, you give ASIC or APRA a written notice that includes sufficient information to identify your earlier report and states your intention to make a public interest report. This could be by contacting the ASIC officer who considered your concerns and quoting the reference number of your case; and
  5. you report your concerns to a journalist or a parliamentarian. The extent of the information disclosed must be no greater than is necessary to inform the journalist or a parliamentarian about your concerns.

If a public interest report complies with the conditions outlined above, you will qualify for the Protections.

Emergency report

An ‘emergency report’ is the disclosure of information to a journalist or a parliamentarian, where:

  1. you have previously made a report to ASIC or APRA that that relates to one or more of the matters listed in section 2 of this Policy;
  2. you have reasonable grounds to believe that the information in your report concerns substantial and imminent danger to the health or safety of one or more people or to the natural environment;
  3. you give ASIC or APRA a written notice that includes sufficient information to identify your earlier report and states your intention to make an emergency report. This could be by contacting the ASIC officer who considered your concerns and quoting the reference number of your case; and
  4. you report your concerns about the substantial or imminent danger to a journalist or parliamentarian. The extent of the information disclosed must be no greater than is necessary to inform the journalist or a parliamentarian about the substantial and imminent danger.

If an emergency report complies with the conditions outlined above, you will qualify for the Protections.

4. Investigation of Reportable Conduct

Within 10 working days of receiving a report under this Policy, Lexus Australia’s General Counsel, Corporate Services administrators (Risk & Compliance) and Human Resources (as required) will assess the report to determine whether a formal investigation is required and whether the individual who has made the report qualifies for the Protections (Assessment).

If it is determined that the individual is entitled to the Protections and a formal investigation is required, then:

  1. a formal investigation will be commenced within 7 working days of the Assessment being made and concluded as soon as reasonably practicable;
  2. the individual will promptly be assigned a Whistleblower Protection Officer (WPO), whose responsibilities will include maintaining regular contact with the individual and updating the individual on the progress of Lexus Australia’s investigation into their report. For more information on the role of WPOs, please refer to section 6;
  3. promptly after the conclusion of the investigation, a written report of the findings from the investigation will be made to the General Manager of Corporate Services and the General Manager of People & Business Development who will determine required actions and outcomes. Those actions and outcomes will be carried out and completed as soon as reasonably practicable; and
  4. Lexus Australia will advise the individual of the outcome of any investigation within 7 working days of its conclusion, so far as it pertains to them.

An illustration of the investigation process is provided below:

Diagram 4.1 Process to investigate Reportable Conduct

Diagram of Process to investigate Reportable Conduct

5. Fair treatment of employees mentioned in a report

Lexus Australia is committed to ensuring that individuals who are mentioned in a report made under this Policy are treated fairly. As such:

when practical and appropriate, and as required by all applicable laws, disclosures will be handled confidentially; and

each report will be assessed and may be the subject of an investigation in accordance with section 4 the objective of which is to determine if there is enough evidence to substantiate the matters reported.

Additionally, employees who are mentioned in a report made under this Policy will be:

  1. informed about the substance of the allegations as and when reasonably required, and prior to any actions being taken;
  2. provided with a reasonable opportunity to respond to the allegations; and
  3. notified of the outcome of the investigation (but they will not be provided with a copy of the investigation report, unless Lexus Australia determines otherwise).

Where investigations do not substantiate a report, the fact the investigation has been carried out, the results of the investigation, and the identity of any person mentioned in the report will remain confidential, unless required by law.

6. Protections

Lexus Australia is committed to ensuring that those who make reports under this Policy are treated fairly and do not suffer Detriment. As such, Lexus Australia will not tolerate any kind of reprisal action against those who make, are suspected of making, may have made, propose to make or could make a report under this Policy

If your suspicions are investigated and determined to be unfounded, you will still be afforded the Protections, so long as you had reasonable grounds for your suspicion.

If you make a report under this Policy, you will be entitled to the following protections:

Confidentiality

If you make a report under this Policy and, in doing so, reveal your identity, we will only disclose your identity or information likely to reveal your identity if:

  1. you consent;
  2. the information is reported to ASIC, APRA, the Tax Commissioner or the AFP; or
  3. the informed is disclosed to a lawyer for the purpose of obtaining legal advice or legal representation about the whistleblower protections in the Corporations Act.

If we need to investigate issues raised in a report, we may disclose information that could lead to your identification, but we will take reasonable steps to reduce this risk.

It is illegal for a person to reveal the identity of someone who makes a report under this Policy, or information likely to lead to the identification of such a person, outside of the circumstances outlined above.

If you have any concerns regarding confidentiality under this policy, you can lodge a complaint with Tel Lexus, Lexus Australia’s Company Secretary by post to 155 Bertie Street Port Melbourne Victoria 3207 or, for internal contacts, by emailing the Manager of Risk & Compliance in Corporate Services. Alternatively, you may lodge a complaint with a regulator, such as ASIC, APRA or the ATO, for investigation.

Anonymity

In order to facilitate the investigation of a report, we prefer individuals to provide their name and other information that may identify them when making a report. However, individuals who make reports anonymously or pseudonymously in accordance with this Policy will still qualify for the Protections.

Individuals can remain anonymous or maintain a pseudonym while making a report, over the course of the investigation and after the investigation is finalised. Individuals can also refuse to answer questions that they feel could reveal their identity, including during follow-up conversations.

While we will do our best to investigate reports made anonymously or pseudonymously, or in circumstances where the individual making the report has requested that we do not disclose their identity, there may be limitations in investigating such reports fully or even at all. Additionally, we may not be able to follow up with you for further information or tell you what steps we may take based on your information. Accordingly, if you wish to remain anonymous or pseudonymous, we recommend you maintain ongoing communication with us so we can follow-up questions or provide feedback.

Provision of a protection officer

Promptly after you make a report under this Policy, and unless you request otherwise, we will assign you a WPO who will be responsible for:

  1. maintaining regular contact with you, as determined by the nature of the report and any relevant investigation;
  2. keeping you up to date on the investigation of your report; and
  3. reviewing, and escalating as appropriate, any complaints of reprisal action taken against you.

Protection against Detriment

No one must cause, or threaten to cause, Detriment to anyone who makes, is suspected of making, may have made, proposes to make or could make a report under this Policy. Anyone engaging in Detrimental Conduct may be subject to serious consequences, including disciplinary action and/or termination of engagements or contracts, as applicable. They may also be subject to legal consequences in the form of civil and criminal penalties.

If any person causes, or threatens to cause, you Detriment because that persons believes or suspects you intend to make, may make, may have made, propose to make or could make a report under this Policy, we strongly recommend that you immediately notify either your WPO or Human Resources Business Partner. Of course, you can seek independent legal advice or contact ASIC or APRA if you believe you have suffered Detriment.

The WPO, once appointed, will in conjunction with Risk & Compliance promptly assess risks of Detriment to which you may be exposed and put in place any remedial processes they determine are in your best interests. These processes may include flexible working practices, reassigning or relocating you (in consultation with you), and other measures as considered to be suitable to the situation.

The WPO will also support you to identify and contact other useful resources, such as Lexus Australia’s Employee Assistance Program, and peer supports, such as family and external advisors. These services may be used to help manage stress or other impacts related to making a report. Some of these support sources are visualised in Diagram 4.1: Whistleblower Investigation Process.

Protection of files and records

All files and records relating to a report made under this Policy will be stored securely and will only to be accessed by those directly involved in managing and investigating the report. Unauthorised release of information to someone not involved in the investigation without your consent will be a breach of this Policy.

Protection of identity

The name or identifying information of Reporting Persons will be protected by various measures including:

  1. redacting all personal information or reference to the reporter in records about the investigation;
  2. consulting with Reporting Persons when practicable to help identify certain aspects of their report that could inadvertently identify them;
  3. marking reports as confidential and only sharing them with persons essential to the administration and decision-making relevant to the report; and
  4. password protecting reports.

Rights and remedies under law

The Corporations Act and Taxation Administration Act give special protections and remedial rights to individuals who report information in accordance with this Policy.

Remedial rights available to those individuals include the right to seek compensation and other remedies through the courts if the individual:

  1. suffers loss, damage or injury because of making a report under this Policy; and
  2. Lexus Australia failed to take reasonable precautions and exercise due diligence to prevent the Detriment.

Additionally, you may be entitled to the following legal protections for making a report:

  1. protection from civil, criminal or administrative legal action;
  2. in some circumstances, protection from having to give evidence in legal proceedings; and / or
  3. compensation or some other legal remedy if you have suffered Detriment because of someone else’s belief or suspicion that you have made a report.

For further details on these protections and remedial rights, please see Annexure A and Annexure B to this Policy. If you have any questions about the relevant protections or remedial rights that may be available to you, we recommend you seek independent legal advice.

It should be noted that the protections do not grant immunity for any misconduct an individual who makes a report under this Policy may have engaged in that is revealed in their report.

7. Access

This Policy will be made available to officers and employees of Lexus Australia via the Lexus intranet and, for any other persons wishing to use it, on Whistleblower Protection Policy.

Compliance

If you fail to comply with this Policy or use the process provided in this Policy to make a false report knowingly, you will not be able to access the Protection and you could face disciplinary action. This may include dismissal or termination of your engagement.

You may also be personally liable if you break the law.

Endorsement

This Policy was first approved by Lexus Australia’s Risk & Compliance Committee (RCC) (then known as Corporate Compliance Committee – CCC) in April 2017. By approving this policy, Lexus Australia’s executives have displayed their commitment to this Policy’s requirements and their expectation that all employees and contractors are familiar, and compliant, with its terms.

The second iteration of this Policy was completed in December 2019 and approved by the General Manager, Corporate Services in January 2020. This Policy will be reviewed by RCC and the General Manager, Corporate Services from time to time by to ensure its effectiveness. Any changes to this Policy will be communicated to individuals covered by this Policy and effected by posting an updated version of the document on Lexus Australia’s website at www.Lexus.com.au and on Lexus Australia’s internal intranet homepage.

Annexure A – protections under the Corporations Act

The Corporations Act provides the following protections to individuals who report information in accordance with the terms and conditions outlined in this Policy:

  1. the individual is immune from any civil, criminal or administrative legal action (including disciplinary action) for making the report;
  2. no contractual or other remedies may be enforced, and no contractual or other right may be exercised, against the individual for making the report;
  3. in certain circumstances, the information disclosed is not admissible against the individual in criminal proceedings or in proceedings for the imposition of a penalty;
  4. anyone who causes or threatens to cause Detriment to the individual or another person in the belief or suspicion that a report has been made, or may have been made, proposes to or could be made, may be guilty of an offence and may be liable for damages;
  5. the individual’s identity cannot be disclosed to a Court or tribunal except where considered necessary;
  6. a person who receives the report commits an offence if that person discloses the substance of the report or the identity of the individual who makes the report, without the consent of the individual, to anyone except ASIC, APRA, the AFP or a lawyer for the purpose of obtaining legal advice or representation in relation to the report; and
  7. if a report is made, the identity of the individual who makes the report must be kept confidential unless:
    1. the individual consents to the disclosure of their identity;
    2. disclosure of details that might reveal the individual’s identity is reasonably necessary for the effective investigation of the matter;
    3. the concern is reported to ASIC, APRA, or the AFP; or
    4. the concern is raised with a lawyer for the purpose of obtaining legal advice or representation.

Annexure B – Protections under the Taxation Administration Act

The Taxation Administration Act provides the following protections to individuals who report information in accordance with the terms and conditions outlined in this Policy:

  1. the individual is immune from any civil, criminal or administrative legal action (including disciplinary action) for making the report;
  2. no contractual or other remedies may be enforced, and no contractual or other right may be exercised, against the individual for making the report;
  3. where the report was made to the Commissioner of Taxation, the reported information is not admissible against the individual in criminal proceedings or in proceedings for the imposition of a penalty, except where the proceedings are concerned with whether the information is false;
  4. unless the individual has acted unreasonably, the individual cannot be ordered to pay costs in any legal proceedings in relation to a report;
  5. anyone who causes or threatens to cause Detriment to the individual or another person in the belief or suspicion that a report has been made, or may have been made, proposes to or could be made, may be guilty of an offence and liable to pay damages;
  6. the individual’s identity cannot be disclosed to a Court or tribunal except where considered necessary;
  7. the person receiving the report commits an offence if they disclose the substance of the report or the individual’s identity, without the individual’s consent, to anyone except the Commissioner of Taxation, the AFP or a lawyer for the purpose of obtaining legal advice or representation in relation to the report; and
  8. if a report is made, the identity of the individual who makes the report must be kept confidential unless:
    1. the individual consents to the disclosure of their identity;
    2. disclose of details that might reveal the individual’s identity is reasonably necessary for the effective investigation of the allegations;
    3. the concern is reported to the Commissioner of Taxation or the AFP; or
    4. the concern is raised with a lawyer for the purpose obtaining legal advice or representation.

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