Immutep Limited (the “Company”) is committed to maintain high standards of integrity and to operate in compliance with applicable laws, regulations and policies. Therefore, it is critical that employees and other persons working with the Company know that they can report wrongdoing of which they become aware without fear of retribution.
This Whistleblower Policy (Policy) has been developed in keeping with the Company’s values, to maintain the highest business, legal and ethical standards and promote a fair, ethical and positive workplace culture. This Policy describes when and how individuals should report unethical or illegal practices in connection with Immutep Limited (the “Company”), how those reports will be investigated and the protections provided for those who report.
2. PURPOSE OF POLICY
The Company strives to encourage open communication so that concerns may be raised without fear of retaliation in any manner. The Company encourages its employees, officers and other parties with whom it does business to promptly take action under this policy if they have reasonable grounds to suspect any fraud, criminal offence, malpractice, corruption, unlawful behaviour, risk or damage to the environment or health and safety.
This policy aims to:
- provide confidential procedures to raise concerns where a person genuinely believes that someone has engaged or is engaging in serious wrongdoing;
- encourage you to feel safe and confident in reporting serious concerns at the earliest;
- ensures that you receive feedback and response on any actions taken;
- reassure you that you will be protected from any discrimination or ill-treatment where you act in accordance with this Policy; and
- explain the protections that apply to whistleblowers under the Corporations Act, 2001 (Cth) (Corporations Act) and Taxation Administration Act, 1953 (Cth) (TAA).
3. OVERVIEW OF OUR REPORTING PROCESS
3.1 Who can report?
This Policy applies to anyone who is currently, or who has been:
(a) employed by the Company, including employees (whether permanent, part time, fixed term or temporary), contractors, consultants, seconders and directors.
(b) a supplier of goods or services to the Company (including their employees); or
(c) a spouse, dependent, or other relative of a person listed above.
3.2 What can I report?
You may make a report under this Policy if you have reasonable grounds to suspect that a director, officer, employee, contractor, supplier, tenderer or other person of the Company who has business dealings with the Company has engaged in conduct with respect to the Com-pany (Reportable Events) which:
(a) is dishonest, fraudulent, or corrupt, including bribery or other activity in breach of this Policy;
(b) is illegal (e.g. theft, violence, harassment or intimidation, criminal damage to property or other breaches of state or federal law);
(c) contravenes the Corporations Act or the Australian Securities and Investments Com-mission Act, 2001 (Cth) and any other law administered by the Australian Securities and Investments Commission (ASIC);
(d) constitutes an offence against any other law of the Commonwealth that is punishable by imprisonment for a period of 12 months or more;
(e) is unethical or in breach of any of the Company’s policies (e.g. dishonestly altering company records or data, adopting accounting practices that are questionable or wil-fully breaching policies set out in the Company’s Employee Handbook or other policies or procedures);
(f) amounts to an abuse of authority or position;
(g) may cause financial loss to the Company or damage its reputation or be otherwise detrimental to the Company’s interests;
(h) is potentially damaging to the Group, an employee of the Company or a third party, such as unsafe work practices, environmental damage, health risks or abuse of the Company’s property or resources;
(i) involves harassment, discrimination, victimisation or bullying (other than “personal work-related grievances”, as defined in the Corporations Act)
(j) involves any misconduct or improper state of affairs or circumstances which may cause loss to Company or be otherwise detrimental to the interests of the Company including any breach of the Company’s policies, negligence, default, breach of trust and breach of duty, in relation to the Company.
The Company’s Board expects that employees of the Company who become aware of actual or suspect on reasonable grounds, potential cases of Reportable Events will make a report under this Policy or under other applicable policies. Employees are encouraged to raise con-cerns about any issue or suspicion at the earliest possible date.
3.3 What if I have a grievance?
Disclosures that are not about Reportable Events do not qualify for protection under the Corporations Act.
A Reportable Event generally does not include a personal work-related grievance in relation to your employment, or former employment, with the Company that has implications for you personally (such as a dispute about your terms of employment, interpersonal conflict with other employees, discipli-nary or performance management processes or termination of employment).
If you have a grievance that is not a Reportable Event, you may still report the grievance to your man-ager. In this instance, you are encouraged to seek legal advice about your rights and protections under employment or contract law.
3.4 How do I raise a concern?
If you become aware of an issue or behaviour which you consider to be a Reportable Event, you may report it (confidentially, and anonymously if you wish) via post, email or telephone to:
- the CEO (Marc Voigt) or
- the General Counsel (Deanne Miller)
each of whose contact details can be located on the Company intranet.1
- (a) the Company’s auditor, or a member of the Company’s audit team;
- (b) a director, company secretary or senior manager of the Company; or
- (c) ASIC.
While we encourage disclosers to report to the Company’s Protected Disclosure Officer (i.e. the CEO or General Counsel) in the first instance, you may also report to:
Certain disclosures made in “emergency” or “public interest” situations can be made to additional recipients. Those recipients include members of parliament and professional journalists, We strongly recommend you seek legal advice before disclosing to one of these persons, as the disclosure can only be made after you have already notified ASIC, APRA or another Commonwealth body nominated by regulation, and other criteria apply.
3.5 What do I include in a report?
(a) If you report by email or letter, please make clear in the subject of the email or letter that it is a report under this Policy, so that we treat it as confidential.
(b) However you report, please indicate whether you consent to the recipient of the re-port disclosing your identity to other relevant persons, such as a designated investi-gation team (if one is established), Company officers and the Company’s external le-gal advisors. Unless you positively indicate you wish to remain anonymous, we will assume your consent to your identity being shared to these limited persons.
(c) If you elect to remain anonymous we will respect your right not to identify yourself, and you will still have the benefit of any protections that apply under the Corpora-tions Act. However, it may mean that our investigation will be limited. Anonymity can also be limited to particular circumstances (i.e. “I do consent to you sharing my identity with an external investigator but not to employees or officers of the Com-pany”).
(d) We do not expect an initial disclosure to include absolute proof of misconduct. How-ever, where possible please provide:
(i) the name, job title and workplace address of the person the subject of the disclosure;
(ii) details of the misconduct including dates and places;
(iii) names of anyone who may substantiate the disclosure; and/or
(iv) any other evidence that supports the disclosure such as emails or other doc-uments.
(e) If you wish, you may contact a Protected Disclosure Officer with high level infor-mation, or to ask questions about the process, and then follow up with further detail later.
4. HOW WILL THE COMPANY RESPOND?
4.1 How will my report be investigated?
(a) The Company will investigate all matters reported under this Policy as soon as practi-cable after the matter has been reported. The investigation process will vary de-pending on the nature of information provided and severity of allegations made.
(b) All investigations will be conducted in a way that is thorough, objective and fair, and will have regard to any conflict of interests and other factors that require confidenti-ality.
4.2 Who will conduct the investigation?
(a) The investigation will be conducted by a Protected Disclosure Officer who may ap-point a person to assist in the investigation.
(b) Unless you have made an anonymous report, the Protected Disclosure Officer will:
(i) contact you to acknowledge receipt;
(ii) contact you to discuss the investigation process including who else they may appoint to assist them, and who may be contacted in the course of the inves-tigation; and
(iii) keep you informed of any outcome of the investigation arising from your re-port, subject to considering the privacy of anyone mentioned in your report and other legal confidentiality requirements.
(c) Where a report is submitted anonymously, the Company will conduct the investiga-tion as it sees appropriate based on the information provided to it.
4.3 Board accountability and record-keeping
(a) Subject to any confidentiality requirements set out in paragraph 4 of this Policy, or as otherwise required by the Corporations Act or TAA the outcome of investigations con-ducted will be reported to the Company’s Audit and Risk Committee. Any other ma-terial concerns raised under this Policy will also be reported to the Audit and Risk Com-mittee.
(b) The Audit & Risk Committee will keep records of all reports made under this Policy, including information regarding the date the report was received, a description of the issues raised, the submitter (if provided), and the status and results of any investiga-tion.
(c) The General Counsel shall retain copies of reports made under this Policy and all re-lated documentation as required under applicable law.
5. PROTECTION OF WHISTLEBLOWERS
The Corporations Act provides for a number of protections for whistleblowers, which are summarised here. The Group is committed to ensuring that whistleblowers receive the benefit of these protections including confidentiality in respect of all matters raised under this Policy, and that those who make a report are treated fairly and do not suffer detriment. In this Policy we summarise the protections available to you. More information can be found at https://asic.gov.au/about-asic/asic-investigations-and-enforcement/whistleblowing/whistleblower-rights-and-protections/
5.1 Protection of your identity and confidentiality
(a) Legal protection
After receiving a report under this Policy, the Group will only share your identity as a whistleblower or information likely to reveal your identity if:
(i) you consent; or
(ii) the Company reports the matter to ASIC, APRA, the Tax Commissioner (ATO) or the Australian Federal Police (AFP); or
(iii) the Company discloses your identity to a lawyer for the purpose of obtaining legal advice or representation about the whistleblower provisions in the Cor-porations Act.
Unless one of these exceptions applies, disclosure of your identity, or information that could lead to your being identified, is an offence under the Corporations Act which carries serious penalties.
(b) How the Company puts this into practice:
(i) The Company will ensure that all files and records created from an investiga-tion are held securely.
(ii) Unauthorised release of information to someone not involved in the investi-gation (other than senior managers or directors who need to know in order to take appropriate action, or for corporate governance purposes) without your consent as a whistleblower will be a breach of this Policy and, in the case of a breach by an employee, may be the subject of disciplinary action.
(iii) If the Company needs to investigate a report, the Company may disclose in-formation that could lead to your identification, but unless you have con-sented to your identity being disclosed it will only disclose information neces-sary for investigating the disclosure and will take all reasonable steps to re-duce this risk of your identity being discovered through that information.
5.2 Protection against detrimental conduct
(a) Legal protection
Whistleblowers are entitled to protection from detrimental treatment by any person in connection with making the report. Detrimental treatment includes dismissal, demotion, harassment, discrimination, disciplinary action, bias, threats or other unfavourable treatment in connection with making a report.
(b) How the Company puts this into practice
If you are subjected to detrimental treatment as a result of making a report under this Policy you should inform a Protected Disclosure Officer, or other officer or senior manager of the Company.
The Company does not tolerate any detrimental conduct against persons who ask questions or report concerns under this Policy. Any person involved in detrimental conduct may be sub-ject to disciplinary action. In some circumstances, this may also be a criminal offence, and the Company may refer any person that has engaged in detrimental conduct to law enforcement authorities for further investigation.
5.3 Protection for whistleblowers against litigation
If you are an eligible whistleblower, the Corporations Act protects you against civil, administrative and criminal litigation for protected disclosures.
5.4 Reinstatement of employment
If the Company terminates your employment as a result of a protected disclosure, you may ask the court for an order to reinstate you either in your original position, or in another position at a comparable level in the Company.
5.5 Protection for whistleblowers against victimisation
It may be a civil and/or criminal offence to victimise you because of a protected disclosure made by you, as an eligible whistleblower.
If you suffer damage because of such victimisation, you can claim compensation for that damage from the offender.
6. ADDITIONAL PROTECTIONS
The Taxation Administration Act 1953 (Cth) also gives special protection to disclosures about breaches of any Australian tax law, provided certain conditions are met. Information can be found here: https://www.ato.gov.au/general/gen/whistleblowers/
7. FAIR TREATMENT OF EMPLOYEES WHO ARE MENTIONED IN DISCLO-SURES
In order to protect all persons involved, including employees that are named in a disclosure, the Company will ensure that:
(a) disclosures will be handled confidentially, when it is practical and appropriate in the circumstances;
(b) each disclosure will be assessed and may be the subject of an investigation;
(c) the objective of any investigation is to determine whether there is enough evidence to substantiate or refute the matters reported;
(d) when an investigation needs to be undertaken, the process will be objective, fair and independent
(e) an employee who is the subject of a disclosure will be advised about the subject mat-ter of the disclosure and given an opportunity to respond to any allegations as and when required by principles of natural justice and procedural fairness; and
(f) an employee who is the subject of a disclosure may contact the Company’s support services.
8. COMMUNICATION AND TRAINING
(a) This Policy will be made available to Personnel upon the start of their employment or engagement with the Company, and will be placed on the Company HR intranet plat-form and website.
(b) The Company will provide training to its Personnel about this Policy and their rights and obligations under it.
(c) The Company will also provide training of its managers and Protected Disclosure Of-ficers who may receive whistleblower reports about how to respond to them.
(d) Additional information can be obtained about this Policy and its application by con-tacting a Protected Disclosure Officer.
9. REVIEW OF POLICY
(a) The Audit & Risk Committee is committed to continuously reviewing and updating its policies and procedures and may from time to time report to the Board any changes it considers should be made.
(b) This Policy may be amended by resolution of the Board.
(c) The Company may modify this policy at any time without notice.
Immutep Limited, Level 12, 95 Pitt Street, Sydney NSW 2000 ABN: 90 009 237 889
Reviewed on 20 December 2019