1 – Purpose and Scope
FUJIFILM Data Management Solutions and the Senior Leadership Team (SLT) encourages and promotes a culture of speaking up, to ensure employees and others covered by this Policy are able to raise concerns regarding a “Reportable Conduct” in this Policy, including potential breach of legal and regulatory matters without fear of or being subject to victimisation, harassment or discriminatory treatment. The protection is provided for those covered by this Policy for Reportable Conduct under the Corporations Act 2001 (Cth) and/or the Tax Administration Act 1953 (Cth). This Policy covers all businesses of FUJIFILM Data Management Solutions and its subsidiaries including FUJIFILM Data Management Solutions Australia Pty Ltd, together referred to as “FUJIFILM DMS” in this Policy and the Disclosers referred to in section 2 below. This Policy will be applied in accordance with the laws of the relevant jurisdiction where FUJIFILM DMS operates.
Recognising the expectations of the shareholders of FUJIFILM DMS, employees, customers, regulators and the community, the SLT is committed to best practice in corporate governance, compliance and ethical behaviour generally. This Policy is available on the FUJIFILM DMS website for Disclosers who do not have access to the FUJIFILM intranet.
Implementation of this Policy can result in:
- More effective compliance with relevant legislation
- More efficient fiscal management of the organisation through, for example, the reporting of waste and improper tendering practices
- A healthier and safer work environment through the reporting of unsafe practices
- More effective management
- Improved morale within the organisation
- An enhanced perception and the reality that the organisation is taking its governance obligations seriously
This Policy has been established to:
- Encourage the reporting of Reportable Conduct, unlawful and unethical behaviour
- Provide guidance on a process to enable such reporting
Ensure that FUJIFILM DMS complies with its obligations to protect the reporting of such behaviour
- Outline how FUJIFILM DMS will handle reports made under this Policy
2 – Application
This Policy applies to “Disclosers”, who are any current or former:
- employee or officer of FUJIFILM DMS;
- individual who is an associate of FUJIFILM DMS;
- supplier of services or goods to FUJIFILM DMS and their employees; and
- relative, dependant or spouse (or dependant of the spouse) of any of the above individuals
“Eligible Whistleblower” is any of the above Disclosers who makes or attempts to make a report or disclosure about a Reportable Conduct to an Eligible Recipient.
This Policy does not impose contractual obligations on FUJIFILM DMS and may be amended or replaced at any time at its discretion.
3 – References
3.1 Workplace Conduct and Performance Policy NAQUFM25044
3.2 Fair Treatment Resolution Policy NAHRPO25384
3.3 Discrimination Harassment and Bullying Policy NAHRPO25029
4 – What is Reportable Conduct under this Policy?
4.1. Reportable Conduct
For the purpose of this Policy and for the disclosure by the Discloser to qualify for protection under this Policy as an Eligible Whistleblower, the disclosure needs to relate to a Reportable Conduct. Reportable Conduct is defined as any of the following in relation to FUJIFILM DMS:
- Improper state of affairs or circumstances;
- Conduct that constitutes an offence or contravention of any of the following:
Corporations Act 2001 (Cth);
Australian Securities and Investments Commission Act 2001 (Cth);
Banking Act 1959 (Cth);
Financial Sector (Collection of Data) Act 2001 (Cth);
Insurance Act 1973 (Cth);
Life Insurance Act 1995 (Cth);
National Consumer Credit Protection Act 2009 (Cth);
Superannuation Industry (Supervision) Act 1993 (Cth); or
Regulation made under any of the above legislation.
- A criminal offence under Australian Commonwealth law that is punishable by 12 months imprisonment or more;
- Conduct that represents a danger to the public;
- Conduct that represents a danger to the financial system; and/or
- In relation to FUJIFILM DMS tax affairs, indicates misconduct or an improper state of affairs and/or may assist FUJIFILM DMS or the ATO to perform its functions or duties for its tax affairs or under taxation law.
4.2. Examples of Reportable Conduct
Examples of Reportable Conduct as defined above in relation to FUJIFILM DMS include:
- Fraud, money laundering or misappropriation or mismanagement of funds;
- Negligence which could include a serious or systemic breach of FUJIFILM DMS policy or procedure;
- Breach of duty or trust which could include dishonesty or unethical behaviour;
- Soliciting, offering or accepting a bribe, facilitation payment or other such benefit;
- Illegal conduct such as theft, dealing in or use of illicit drugs, violence or threatened violence and criminal damage against property (including records, furniture, fixtures and equipment);
- Failure to comply with legal obligations;
- Conduct that poses a significant risk to health or safety; and/or
- Involvement in or deliberate concealment of any of the above.
5 – Protected Disclosures
5.1. Protected Disclosures
For the purpose of this Policy, Protected Disclosure is:
Any communication by the Discloser, based on reasonable grounds that discloses information that may be Reportable Conduct, where the disclosure is made directly to an Eligible Recipient, which includes anonymous disclosures.
When the Discloser makes a Protected Disclosure under this Policy as outlined above, the Discloser is referred to as an Eligible Whistleblower and is able to rely on the protections offered by this Policy, the Corporations Act 2001 (Cth) or where relevant to tax affairs, the Tax Administration Act 1953 (Cth) (see section 9).
Disclosures that may evidence Reportable Conduct will still be considered a Protected Disclosure even if the disclosure turns out to be incorrect.
5.2. Eligible Recipient
Who is an Eligible Recipient?
Eligible Recipient is:
- an officer, director, company secretary, SLT member, internal auditor or external auditor of FUJIFILM DMS;
- a legal practitioner for the purposes of obtaining legal advice or representation in relation to the Reportable Conduct disclosure under this Policy;
- ASIC, APRA;
- For the purposes of a Reportable Conduct disclosure on FUJIFILM DMS tax affairs, also includes:
- the ATO;
- a registered tax agent or BAS agent who provides tax services to FUJIFILM DMS;
- an employee or officer of FUJIFILM DMS with tax duties.
5.3. Disclosures not covered by this Policy
In making a Protected Disclosure under this policy, the Discloser needs to have reasonable grounds to suspect Reportable Conduct. This means a mere allegation with no supporting information is not likely to qualify as a Protected Disclosure. Where it is found that a discloser has made a deliberate false report, this will be treated as a serious matter in accordance with the Workplace Conduct and Performance Policy. Such disclosures also do not qualify for protection under this Policy.
Generally, this Policy does not apply to personal work related grievances or to conduct that is not deemed a Reportable Conduct under this Policy. Personal work related grievances or issues such as salary, working conditions and human relations at the workplace should be raised directly with the employee’s manager or to HR in accordance with the appropriate HR policies such as the Fair Treatment Resolution Policy. Personal work related grievances may still qualify as a Protected Disclosure if:
- it includes information about Reportable Conduct;
- the Discloser suffers from or is threatened with detriment for making a disclosure; or
- The Discloser seeks legal advice or legal representation about whistleblower protection under law.
Disclosures not covered by this Policy (not a Reportable Conduct) do not qualify for protection under this Policy, the Corporations Act 2001 (Cth) or where relevant to tax affairs, the Tax Administration Act 1953 (Cth).
5.4. Other External Disclosures
Nothing in this Policy should be taken as restricting the ability of a Discloser who is an Eligible Whistleblower to make a “public interest disclosure” or “emergency disclosure” to journalists and/or parliamentarians under certain circumstances, where the Disclosure is made in accordance with specific requirements prescribed by the Corporations Act 2001 (Cth). Such disclosures also qualify for protection under section 9 of this Policy.
However, it is important that the Discloser understands the specific criteria for making a “public interest” or “emergency disclosure” before making such disclosures.
Hence the Discloser should contact and obtain independent legal advice before making a “public interest disclosure” or an “emergency disclosure” to seek protection under this Policy and under the Corporations Act 2001 (Cth).
Although these are not a complete list of the prescribed criteria under the Corporations Act 2001 (Cth) for making a “public interest disclosure” or “emergency disclosure”, to give some details, such disclosure must have previously been made to ASIC, APRA or a prescribed body and a prior written notice provided to the relevant body to which the disclosure was made.
In the case of a “public interest disclosure, at least 90 days must have passed since the previous disclosure and the Discloser does not have reasonable grounds to believe action is being taken in relation to the disclosure.
In the case of an “emergency disclosure”, the Discloser needs to give additional disclosure to the body whom they have previously made the disclosure giving sufficient information to identify the previous disclosure and the intention of the Discloser to make the emergency disclosure. The Discloser needs to have reasonable grounds to believe that the information concerns a substantial and imminent danger to the health or safety of one or more person or to the natural environment.
6 – Responsibilities
FUJIFILM DMS management is responsible for the detection and prevention of Reportable Conduct, including fraud, illegal conduct and misappropriation. Each member of management will be familiar with the types of improprieties that might occur within his or her area of responsibility and be alert for any indication of irregularity.
All employees have the responsibility to report suspected Reportable Conduct
7 – Reporting Process
7.1. Key Individuals and Processes
Although the Disclosure can be made to Eligible Recipients, FUJIFILM DMS has identified the following individuals and process in relation to the reporting of Reportable Conduct, and for the protection of individuals/Disclosers who make such Disclosures:
- Whistleblower Investigation Officer: The position of Whistleblower Investigation Officer will be fulfilled by the Group HR Manager and/or Financial Controller. The Whistleblower Investigation Officer has the primary responsibility for conducting preliminary investigation into Reports received from Disclosers under this Policy.
- Report or Disclosure to the Whistleblower Investigation Officer can be made directly in person or by post to:
Attn: Whistleblower Investigation Officer
62 Sandstone Place
Parkinson QLD 4115 Australia
Note: if the Discloser wish to seek additional information before formally making their disclosure under this Policy, they may contact the Whistleblower Investigations Officer or an independent legal advisor.
7.2. Information to be included in the Reporting of Reportable Conduct
- Date, time and location of event or incident being Reported
- Name of person(s) involved
- Name of any witnesses
- Details of relevant event or incident
- Evidence of event or incident, eg. documents, emails, photos
- Any steps taken prior to this reporting, to resolve or to report the matter, if relevant
- Your contact details- unless you wish to remain anonymous
The Whistleblower Investigation Officer may need to get in touch with the Discloser to obtain further information for the purpose of the investigation. However where the Report is made on an anonymous basis (which is at the discretion of the Discloser), it is important that as much information is provided in the Report, so that the investigation is able to be carried out. If necessary information required for the purpose of the investigation is unavailable or unable to be obtained, then the Report will be closed and where possible, the Discloser will be notified.
8 – Handling of investigations of Reports
Once a Report is received by the Whistleblower Investigation Officer, the following steps will be made:
- Assess whether the Report relates to a Reportable Conduct. If the Report relates to matters other than a Reportable Conduct for the purpose of this Policy, the matter will be referred to the appropriate teams for their handling.
- Where the Report relates to a Reportable Conduct, the Whistleblower Investigation Officer will commence the investigation process, where necessary, engaging assistance from internal or external resources to support the investigation, including obtaining necessary technical, financial and/or legal advice, which is not limited to obtaining advice from the FUJIFILM DMS Legal Department. Where appropriate, the investigation may be handled by an external resource or another person appointed by the Managing Director or the Chairman, eg. where the Report relates to the Whistleblower Investigation Officer and/or depending on the business unit involved in the Report. Those involved in the investigation process will be required to maintain the same confidentiality obligations of the Whistleblower Investigation Officer and as detailed in this Policy. When a Report is made under this Policy, it is deemed that the Discloser consents to the Whistleblower Investigation Officer sharing the details of the Report to those involved in the investigation process and to whom the Report needs to be shared with as outlined below.
- At the conclusion of the investigation, the findings will be documented in a way that preserves confidentiality and this will be provided to the board or the risk advisory board and to FUJIFILM DMS’ parent companies, including FUJIFILM Holdings Corporation for reporting purposes. Content and summary of the findings may be made available to appropriate members of the SLT.
- The Investigation process will vary depending on the nature of the Reportable Conduct involved but would generally involve determining the nature and scope of the investigation, making inquiries and collecting evidence.
- Where practicable, able to do so by law and the Discloser is able to be contacted, regular updates will be provided to the Discloser, such as when the Disclosure has been received by the Whistleblower Investigation Officer, when the investigation process has begun, and when the investigation has been finalised. Depending on the circumstances, it may not be appropriate to provide details of the outcome of the investigation to the Discloser.
- The timeframes and outcomes for handling and investigating Disclosures will depend on the nature of the Disclosure.
9 – Protections under this Whistleblower Policy
9.1. Commitment to protecting Eligible Whistleblowers
FUJIFILM DMS is committed to the protection of Disclosers who are Eligible Whistleblowers against action taken in reprisal for the making of Protected Disclosures. This Policy covers the protections available to Eligible Whistleblowers under the Corporations Act 2001 (Cth) and where relevant to tax affairs, the Tax Administration Act 1953 (Cth). If deemed appropriate and the Discloser consents to it, a Welfare Manager from HR will be appointed to support the Eligible Whistleblower.
9.2. Whistleblowers implicated in Reportable Conduct
FUJIFILM DMS acknowledges that the act of whistleblowing should not shield Disclosers from the reasonable consequences flowing from any involvement in a Reportable Conduct. A person’s liability for his or her own conduct is not affected by the person’s disclosure of that conduct. However, in some circumstances, an admission may be a mitigating factor when considering disciplinary or other action.
9.3. Whistleblower’s confidentiality
The identity of a Discloser who is an Eligible Whistleblower is protected and FUJIFILM DMS’s investigations of Protected Disclosures will be made on a confidential basis, subject to exceptions outlined below as required by law and/or unless the disclosure of their identity is consented to by the Discloser.
Eligible Whistleblowers can choose to remain anonymous but FUJIFILM DMS encourages the Eligible Whistleblower to disclose their identity in the Report as this will assist in the investigatory process and monitoring the Eligible Whistleblower’s wellbeing.
If the Eligible Whistleblower discloses their identity during the Reporting and investigation process, it is illegal for any person, including FUJIFILM DMS and those handling the Protected Disclosure, to disclose the Eligible Whistleblower’s identity or information that is likely to lead to their identification, except where:
- The Eligible Whistleblower has consented to the disclosure;
- The disclosure is made to ASIC, APRA, a member of the Australian Federal Police or a legal practitioner for the purpose of obtaining legal advice; or
- The disclosure of information (that does not include the Eligible Whistleblower’s identity) is reasonably necessary for investigation and reasonable steps have been taken to reduce the risk of identification.
Maintaining confidentiality is crucial in ensuring reprisals are not made against an Eligible Whistleblower. The company will take the following steps to protect the identity of the Eligible Whistleblower:
- Protected Disclosures will be handled and investigated by a restricted number of staff or investigators who are aware of the confidentiality obligations;
- Personal information and identifying references to the Eligible Whistleblower will be redacted;
- where possible, the Eligible Whistleblower will be referred to in a gender neutral context;
- Access to documents and materials will be limited to those directly managing and investigating the Protected Disclosure, subject to reporting purposes as set out in this Policy;
- FUJIFILM DMS will store all documents and materials related to the Protected Disclosures securely.
Other than for the purposes of investigation, FUJIFILM DMS encourages the Discloser keep the Protected Disclosure confidential for their protection. The Discloser should only communicate in relation to the investigation using the Discloser’s original method unless the Whistleblower Investigation Officer or the Eligible Recipient subsequently designates or delegates an alternative process.
9.4. Detrimental action
Subject to section 9.2, the Eligible Whistleblower, or anyone suspected to be an Eligible Whistleblower, shall not be subject to any detrimental action as a result of making, or suspicion of making, a Protected Disclosure. Detrimental action includes any action or threats whether express or implied against the Eligible Whistleblower, their family, associates or colleagues with respect to adverse or inappropriate physical, psychological, financial or employment related behaviour.
- The Whistleblower Investigations Officer may take action to ensure the Eligible Whistleblower or affected individuals are protected from detrimental action as a result of making a Protected Disclosure.
- Employees of FUJIFILM DMS who are found to have engaged in detrimental action may be subject to disciplinary action, including in accordance with the Discrimination, Harassment and Bullying Policy and the Workplace Conduct and Performance Policy.
9.5. Fair treatment of implicated employees
FUJIFILM DMS will ensure fair treatment of employees who are mentioned in a Protected Disclosure:
- Protected Disclosures will be handled confidentially, when it is practical and appropriate in the circumstances;
- Each Protected Disclosure will be assessed and may be the subject of an investigation;
- When an investigation is required, the process of investigation will be objective, fair and independent;
- An employee who is the subject of a Disclosure may contact the FUJIFILM DMS independent Employee Assistance Program for support services, employees can contact their local HR representative for up to date contact details.
9.6. Other protections
Subject to section 9.2, the Eligible Whistleblower is protected from civil and criminal liability and disciplinary action for the act of making their Protected Disclosure, such as:
- legal action against the Eligible Whistleblower in making the Protected Disclosure which could include breach of an employment contract or duty of confidentiality;
- criminal liability (eg. attempted prosecution of the Eligible Whistleblower for unlawfully releasing information, or other use of the Report against the Eligible Whistleblower in a prosecution (other than for making a false Report)); and
- disciplinary action for making the Protected Disclosure.
If the Eligible Whistleblower (or other person who is covered by the whistleblowing protections set out in this Policy) has suffered detriment because of a Disclosure in breach of their whistleblowing protections, under certain circumstances such as if FUJIFILM DMS failed to take reasonable precautions and due diligence to prevent the detriment, they may seek legal compensation or other remedies in accordance with the provisions of the Corporations Act 2001 (Cth) or Tax Administration Act 1953 (Cth).
For the operation of protections under this section, the Discloser should contact and obtain independent legal advice.
10 – General Reporting
Each quarter a report is provided to the Managing Director, Company Secretary and regional Risk and Compliance team summarising any whistleblowing activities for the period.
This report may be used to make general proposals to improve the compliance culture of FUJIFILM DMS.
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