Tyro is committed to a whistleblowing program that provides an environment that allows for the safe reporting of any conduct that is contrary to Tyro’s values and policies including its Code of Conduct.
Tyro encourages all its employees to speak up if they see behaviour that does not adhere to or align with Tyro’s values. We proudly display our values at http://www.tyro.com/about-tyro/
This Policy applies to the activities of all lines of business and subsidiaries of Tyro and is applicable to all employees and directors.
The purpose of this Policy is to:
Under the Corporations Act 2001 (Cth) and the Taxation Administration Act 1953 (Cth), certain protections are provided to whistleblowers to enable them to come forward and report misconduct without fear of retribution or personal detriment. To qualify for these protections certain conditions must be meet when a disclosure is made, as follows:
You are an Eligible Whistleblower if you are a past or present:
For the protections to apply, a disclosure must be made to an Eligible Recipient. Tyro encourages Eligible Whistleblowers to raise any concerns they may have regarding a disclosable matter should they become aware of it. The disclosure can be made directly to any of the following Eligible Recipients:
Whilst an internal disclosure of a disclosable matter to an Eligible Recipient as outlined above is encouraged, to provide Tyro with an opportunity to investigate and address any potential wrongdoing, whistleblower laws also protect certain types of disclosures that are made to external parties including:
There are however strict criteria for making a public interest or emergency disclosure:
It’s recommended that contact with an independent legal adviser is undertaken before making a public interest or emergency disclosure.
If you have reasonable grounds to suspect any behaviour or conduct that involves misconduct or an improper state of affairs or circumstances in relation to Tyro or its related bodies corporate, you should report this in accordance with this Policy. This includes conduct that is:
To have reasonable grounds you do not have to be sure that any of the above behaviour or conduct has occurred in order to raise a concern (for example, if you only have some information leading to a suspicion, but not all the details) and you will be protected under this Policy even if your concern turns out to be incorrect. However, you must not make a report that you know, or ought to know, is false or has no substance. Where it is found that a person has knowingly made a false report, this will be considered a serious matter and may result in disciplinary action.
Additional disclosures may also be protected if the disclosure relates to the following:
It’s important to know that not all matters will qualify for protection under this Policy, however, could be protected under other legislation, such as the Fair Work Act 2009.
A disclosure that relates to a personal work-related grievance does not constitute a whistleblower report, and therefore does not qualify for protection under the Corporations Act. Personal work-related grievances are generally grievances relating to current or former employment or engagement of an individual (or that of a relative or dependent) that have personal implications for them solely but do not have any other significant implications for Tyro or relate to any conduct about a disclosable matter.
These include interpersonal conflicts between employees, or a decision relating to employment or engagement, such as a transfer, promotion or disciplinary action. Any personal work-related grievances should be raised with your people leader or the People Team. In certain circumstances however, the Whistleblower Policy will still apply where your concern:
Where in doubt, you should make your report to an eligible recipient under this Policy, who will ensure your report is dealt with under the right policy.
If you would like to make a whistleblower report that qualifies for protection, you must make a report to an eligible recipient as outlined earlier. Their role as an eligible recipient is to receive disclosures that qualify for protection. You can do this by using any of the following channels:
Tyro will respect and protect your identity if you choose to make an anonymous whistleblower report. You can choose to remain anonymous while making a whistleblower report, interacting during any investigation of your whistleblower report, as well as after your case is closed. At any given time, you can identify yourself, but this is your choice and at no point do you need to do this, nor will you be forced to provide your identity at any time.
If you decide to disclose your identity, Tyro will take steps to protect the confidentially of whistleblower who raise concerns. We do this by limiting how your identity and information that is likely to lead to your identification is shared. Your identity will be kept confidential should that be requested and will only be shared as permitted by your or at law.
Tyro will make every endeavour to investigate your report, where possible and appropriate, but in some cases, there are limitations of what can be achieved if you decide to remain anonymous (for example, if Tyro is not able to contact you to obtain sufficient information).
Tyro has appointed the Chief Risk Officer to be the Whistleblower Protection Officer (WPO). The Whistleblower Protection Officer will report directly to the Board and the Board Risk Committee for the purposes of this Policy. The Whistleblower Protection Officer’s role is to safeguard the interests of Eligible Whistleblowers and ensure that the mechanisms in place under this Policy are met.
Once a whistleblower report has been received, the report will be assessed by the Whistleblower Protection Officer who will determine whether the report concerns a disclosable matter as set out above and should be investigated. If the report is to be investigated, it will be referred to the Whistleblower Investigation Officer. If a whistleblower report involves the Whistleblower Protection Officer, the report will be assessed by the Whistleblower Investigation Officer.
Tyro has appointed the Head of Compliance to be the Whistleblower Investigation Officer. The Whistleblower Investigation Officer will report directly to the Chief Risk Officer for the purposes of this Policy. The Whistleblower Investigation Officer’s role is to manage the investigation of whistleblower reports. If a whistleblower report involves the Whistleblower Investigation Officer, the Whistleblower Protection Officer may choose to investigate the report themselves or appoint an appropriate person internally (e.g. a senior manager) or externally to conduct the required investigation.
This investigation flow applies regardless of which channel a whistleblower report has originated from, noting the process may vary depending on the nature of the report. The diagram below outlines the high-level steps Tyro will generally apply once a report has been received.
The timeframe for an investigation will vary depending on the nature of the report. Tyro endeavours to complete investigations within 90 days of receipt of the disclosure, however this time period may be exceeded depending on the circumstances of the matter.
Tyro will not disclose information that is likely to identify you as part of any investigation, unless it is reasonably necessary to disclose the information for the purposes of the investigation, you are not identified, and all reasonable steps are taken by Tyro to prevent someone from identifying you.
Tyro may utilise third parties to carry out certain activities under this Policy. These third parties include:
As part of any investigative process, the whistleblower will be regularly updated as to the progress of the investigation if they are able to be contacted. The frequency and timing of these updates will vary depending on the nature of the report. These updates may include the following:
The method for documenting and reporting the findings of an investigation will depend on the nature of the report. Any report prepared in relation to an investigation may be provided to a decision-maker in relation to the matter and remains the property of Tyro. It will not be provided to a whistleblower or any other person to whom a report relates.
While Tyro may communicate the findings of any investigation to a whistleblower who has made a report in its absolute discretion, it may not always be appropriate to provide details of the outcome having regard to confidentiality and privacy considerations.
If the whistleblower is not satisfied with the decision not to conduct an investigation into their concern or the findings of any investigation, they can escalate this to the Chief People, Culture and Communications Officer. The whistleblower should provide this escalation in writing so that a formal review can take place.
While the Chief People, Culture and Communications Officer commits to review the request, Tyro is under no obligation to commence or reopen any investigation. If the Chief People, Culture and Communications Officer concludes that an investigation was not appropriate or that the findings of any investigation were appropriate, the matter will be concluded.
After submitting a whistleblower report, the following is in place to protect a whistleblower’s identity:
Outside of the below exceptions, it is illegal for Tyro to disclose a whistleblower’s identity or disclose information that is likely to lead to the identification of the whistleblower. Tyro may only disclose the identity of a whistleblower without their consent:
Tyro does not tolerate any retaliation or attempts to retaliate against a whistleblower who has made, proposes to make or could make a whistleblower report. Any director, officer, employee or associated person that is found to engage in conduct that causes detriment to a whistleblower will face disciplinary action, including the potential to be dismissed or disengaged.
Tyro will protect the whistleblower from detrimental conduct, as a result of making a whistleblower report, including:
If a whistleblower believes retaliation is near or imminent, or that they have been retaliated against, then the whistleblower should contact the Whistleblower Protection Officer. The Whistleblower Protection Officer will take any action they feel is appropriate to resolve the situation. Potential steps to protect a whistleblower from a considered risk of retaliation may include:
If the whistleblower feels their report of retaliation was not resolved adequately, they can escalate this case in writing to the Chief People, Culture and Communications Officer and they will investigate the matter and process for how the retaliation was dealt with.
Whistleblowers are protected from any civil, criminal and administrative liability, in relation to their disclosure. However, this protection does not grant immunity for any misconduct a whistleblower has engaged in that is revealed in their disclosure.
Other parties that might have to bear witness or are involved in the investigation will be protected from retaliation in the same manner as the whistleblower. Unless there are confidentiality or other reasons not to do so, any parties allegedly involved in the conduct reported in the whistleblower report will be informed of the allegations at the appropriate time and afforded an opportunity to respond to the allegations made against them.
Tyro will be able to still raise any issues related to work or performance related issues that arise in the ordinary course of a person’s employment or contractual relationship with Tyro (for example, any separate performance or misconduct concerns). Tyro can still raise any performance or conduct issues with a whistleblower as long as they are not influenced by any whistleblower reports that have been made.
Tyro will ensure fair treatment for all employees who are mentioned in a disclosure, or to whom a disclosure relates. To ensure fair treatment for employees, Tyro will:
Tyro takes any breach of these protections seriously. Where you believe a breach has occurred, you should raise a concern with the Whistleblowing Protection Officer.
If you suffer detriment because a person believes or suspects that you or another person has, proposes to make, could make or may make a report that qualifies for protection under the Corporations Act, you can also seek compensation and other remedies through the courts if you suffer loss, damage or injury because of the disclosure, including if Tyro fails to take reasonable precautions and exercise due diligence to prevent the detrimental conduct. You should seek legal advice if you are considering seeking such remedies.
The Compliance team will facilitate regular training for all employees on this Whistleblower Policy. This training will include:
The Board and the Board Risk Committee are regularly updated on Tyro’s Whistleblowing Program, inclusive of summary information relating to reports, investigations, and results which are de-identified as required. Reports or investigations carrying an undue amount of risk may be reported to the Board or Board Risk Committee outside of the usual updates. The Board and Board Risk Committee at any time can ask about the state of Tyro’s Whistleblowing Program.