Whistleblower Policy

1. 1. Purpose

   Officeworks is committed to the highest standards of conduct and ethical behaviour in all of our business activities and to promoting and supporting a culture of honest and ethical behaviour, corporate compliance and good corporate governance.

   Officeworks encourages the reporting of any instances of suspected unethical, illegal, fraudulent or undesirable conduct involving Officeworks and provides protections and measures so that those persons who make a report may do so confidentially and without fear of intimidation, disadvantage or reprisal.

   This policy will be made available to officers and employees of the company and any other persons wishing to use it via the Officeworks website and intranet.

2. 2. What is reportable conduct?

   You may make a report under this policy if you have reasonable grounds to suspect that an Officeworks director, officer, employee, contractor, supplier, tenderer or other person who has business dealings with Officeworks has engaged in conduct ("Reportable Conduct") which:

   • is dishonest, fraudulent or corrupt, including bribery or other activity in breach of the Officeworks Anti-bribery Policy;
   • is illegal activity (such as theft, violence, harassment or intimidation, criminal damage to property or other breaches of state or federal law);
   • is unethical or in breach of Officeworks’ policies (such as dishonestly altering company records or data, adopting questionable accounting practices or wilfully breaching Officeworks’ policies or procedures);
   • is potentially damaging to Officeworks, an Officeworks employee or a third party, such as unsafe work practices, environmental damage, health risks or abuse of Officeworks property or resources;
   • amounts to an abuse of authority;
   • may cause financial loss to Officeworks or damage its reputation or be otherwise detrimental to Officeworks’ interests;
   • involves harassment, discrimination, victimisation or bullying, other than personal workrelated grievances as defined in the Corporations Act 2001 (Cth) ("Corporations Act"); or
   • involves any other kind of misconduct or an improper state of affairs or circumstances.

   Annexure A describes special protections for whistleblowers who disclose information concerning misconduct or an improper state of affairs or circumstances in relation to Officeworks under the Corporations Act.

   Annexure B describes special protections for tax whistleblowers.

3. 3. Who can I make a report to?

   Officeworks has several channels for making a report if you become aware of any issue or behaviour which you consider to be Reportable Conduct:

   Officeworks employees or contractors working within an Officeworks team

   For the purposes of this policy and to ensure appropriate escalation and timely investigation, we request that reports are made to any of the following Protected Disclosure Officers below:

   General Manager People Alex Staley	Email: astaley@officeworks.com.au
   Chief Financial Officer Brendan Hargreaves	Email: bhargreaves@officeworks.com.au
   Senior Legal Counsel Michelle Welsh	Email: mwelsh@officeworks.com.au

   Reports may also be posted as follows (marked to the attention of one of the Protected Disclosure Officers):

   Chadstone Place, 1341 Dandenong Rd, Chadstone VIC 3148

   Alternatively, you may choose to contact one of the Protected Disclosure Officers by telephone:

   Officeworks Support Office, +61 3 8575 1900

   You may also raise the matter with an “officer” or “senior manager” of Officeworks. This includes a director or a senior manager of Officeworks who makes, or participates in making decisions that affect the whole, or a substantial part, of the business, or who has the capacity to affect significantly the company’s financial standing. This would include members of the Officeworks Leadership Team.

   Additionally, a report may be made via the Officeworks Honesty Service, a free external hotline and reporting service independently managed by Deloitte.

   Honesty reporting options are:

   • by phone: Free call 1800 645 127 (24 hours a day / 7 days a week)
   • by email: honesty@deloitte.com.au
   • web-based access: www.honesty.deloitte.com.au
   • by post: Honesty at Officeworks Reply Paid 12678 A’Beckett Street Melbourne VIC 8006

   Deloitte will provide the details of your disclosure to a Protected Disclosure Officer. Reports may be made anonymously but if you provide your contact details to Honesty, those contact details will only be provided to the Protected Disclosure Officer if you consent. For more information, please see the Honesty at Officeworks, Whistleblower Service Information Sheet attached at Annexure C.

4. 4. Investigation of reportable conduct

   Officeworks will investigate all matters reported under this policy as soon as practicable after the matter has been reported. A Protected Disclosure Officer may, with your consent, appoint a person to assist in the investigation of a report. Where appropriate, Officeworks will provide feedback to you regarding the investigation’s progress and/or outcome (subject to considerations of the privacy of those against whom allegations are made).

   The investigation will be conducted in an objective and fair manner, and otherwise as is reasonable and appropriate having regard to the nature of the Reportable Conduct and the circumstances.

   While the particular investigation process and enquiries adopted will be determined by the nature and substance of the report, in general, as soon as practicable upon receipt of the report, if the report is not anonymous, a Protected Disclosure Officer or investigator will contact you to discuss the investigation process including who may be contacted and such other matters as are relevant to the investigation.

   Where a report is submitted anonymously, Officeworks will conduct the investigation and its enquiries based on the information provided to it.

5. 5. Protection of whistleblowers

   Officeworks is committed to ensuring 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.

   1. Protection against detrimental conduct

      Detrimental treatment includes dismissal, demotion, harassment, discrimination, disciplinary action, bias, threats or other unfavourable treatment connected with making a report.

      If you are subjected to detrimental treatment as a result of making a report under this policy you should raise it in accordance with paragraph 3 of this policy.

   2. Protection of your identity and confidentiality

      Upon receiving a report under this policy, subject to legal obligations requiring otherwise, Officeworks will only share your identity as a whistleblower or information likely to reveal your identity if:

      • you consent
      • the concern is reported to the Australian Securities and Investments Commission ("ASIC"), the Australian Prudential Regulation Authority ("APRA"), the Tax Commissioner or the Australian Federal Police ("AFP"), or
      • the concern is raised with a lawyer for the purpose of obtaining legal advice or representation.

      If Officeworks needs to investigate a report, it may disclose information that could lead to your identification, but it will take reasonable steps to reduce this risk.

      Any disclosures of your identity or information likely to reveal your identity will be made on a strictly confidential basis.

   3. Protection of files and records

      All files and records created from an investigation will be retained securely.

      Unauthorised release of information to someone not involved in the investigation (other than senior managers or directors who need to know to take appropriate action, or for corporate governance purposes) without your consent as a whistleblower will be a breach of this policy.

      Whistleblowers are assured that a release of information in breach of this policy will be regarded as a serious matter and will be dealt with under Officeworks' disciplinary procedures.

   The Corporations Act gives special protection to disclosures about breaches of that Act, provided certain conditions are met – refer to Annexure A for further details.

   The Taxation Administration Act 1953 (Cth) ("Taxation Administration Act") also gives special protection to disclosures about breaches of any Australian tax law, provided certain conditions are met – refer to Annexure B for further details.

6. 6. Duties of employees in relation to reportable conduct

   It is expected that employees of Officeworks who become aware of actual or suspected Reportable Conduct will make a report under this policy or under other applicable policies.

7. 7. Reporting procedures

   Officeworks Protected Disclosure Officers will report to the Officeworks and Wesfarmers boards on the number and type of whistleblower incident reports annually, to enable Officeworks to address any issues at an Officeworks level and Wesfarmers at a Group level.

   These reports will be made on a ‘no names’ basis, maintaining the confidentiality of matters raised under this policy.

   The Officeworks Audit and Risk Committee will receive copies of Officeworks whistleblower reports from the Protected Disclosure Officers. In addition, serious and/or material Reportable Conduct will be considered by the Protected Disclosure Officers for immediate referral to the Chairman of the Officeworks Audit and Risk Committee.

8. 8. Amendment of this policy

   This policy cannot be amended without approval of the Officeworks Board. It will be reviewed from time to time to ensure that it remains effective and meets best practice standards and the needs of Officeworks.

Last Amended: May 2019 Policy Owner: General Manager, Human Resources

---

Annexure A - Special protections under the Corporations Act¹

The Corporations Act gives special protection to disclosures about any misconduct or improper state of affairs relating to Officeworks if the following conditions are satisfied:

1. the whistleblower is or has been:

   1. an officer or employee of Officeworks
   2. an individual who supplies goods or services to Officeworks or an employee of a person who supplies goods or services to Officeworks
   3. an individual who is an associate of Officeworks, or
   4. a relative, dependent or dependent of the spouse of any individual referred to at (a) to (c) above

2. the report is made to:

   1. a Protected Disclosure Officer
   2. an officer or senior manager of Officeworks
   3. Officeworks' external auditor (or a member of that audit team)²
   4. an actuary (if any) of Officeworks³
   5. ASIC
   6. APRA, or
   7. a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to the operation of the whistleblower provisions in the Corporations Act, and

3. the whistleblower has reasonable grounds to suspect that the information being disclosed concerns misconduct, or an improper state of affairs or circumstances in relation to Officeworks. This may include a breach of legislation including the Corporations Act, an offence against the Commonwealth punishable by imprisonment for 12 months or more, or conduct that represents a danger to the public or financial system.

   Examples of conduct which may amount to a breach of the Corporations Act include: insider trading, insolvent trading, breach of the continuous disclosure rules, failure to keep accurate financial records, falsification of accounts, failure of a director or other officer to act with the care and diligence that a reasonable person would exercise, or to act in good faith in the best interests of the corporation or failure of a director to give notice of any material personal interest in a matter relating to the affairs of the company.

The protections given by the Corporations Act when these conditions are met are:

1. the whistleblower is immune from any civil, criminal or administrative legal action (including disciplinary action) for making the disclosure
2. no contractual or other remedies may be enforced, and no contractual or other right may be exercised, against the whistleblower for making the report
3. in some circumstances, the reported information is not admissible against the whistleblower in criminal proceedings or in proceedings for the imposition of a penalty⁴
4. anyone who causes or threatens to cause detriment to a whistleblower 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. a whistleblower's identity cannot be disclosed to a Court or tribunal except where considered necessary, and
6. the person receiving the report commits an offence if they disclose the substance of the report or the whistleblower’s identity, without the whistleblower’s consent, to anyone except ASIC, APRA, the AFP or a lawyer for the purpose of obtaining legal advice or representation in relation to the report.

Confidentiality

If a report is made, the identity of the discloser must be kept confidential unless one of the following exceptions applies:

1. the discloser consents to the disclosure of their identity
2. disclosure of details that might reveal the discloser'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 – Special Protections under the Taxation Administration Act

The Taxation Administration Act gives special protection to disclosures about a breach of any Australian tax law by Officeworks or misconduct in relation to Officeworks’ tax affairs if the following conditions are satisfied:The Taxation Administration Act gives special protection to disclosures about a breach of any Australian tax law by Officeworks or misconduct in relation to Officeworks’ tax affairs if the following conditions are satisfied:

7. the whistleblower is or has been:

   1. an officer or employee of Officeworks
   2. an individual who supplies goods or services to Officeworks or an employee of a person who supplies goods or services to Officeworks
   3. an individual who is an associate of Officeworks
   4. a spouse, child, dependent or dependent of the spouse of any individual referred to at (a) to (c) above

8. the report is made to:

   1. a Protected Disclosure Officer
   2. a director, secretary or senior manager of Officeworks
   3. Officeworks’ external auditor (or a member of that audit team)⁵
   4. a registered tax agent or BAS agent who provides tax or BAS services to Officeworks⁶
   5. any other employee or officer of Officeworks who has functions or duties relating to tax affairs of the company (e.g. an internal accountant)
   6. ("Officeworks recipients")
   7. the Commissioner of Taxation, or
   8. a lawyer for the purpose of obtaining legal advice or representation in relation to a report; and

9. if the report is made to an Officeworks recipient, the whistleblower:

   1. has reasonable grounds to suspect that the information indicates misconduct, or an improper state of affairs or circumstances, in relation to the tax affairs of Officeworks or an associate of Officeworks, and
   2. considers that the information may assist the Officeworks recipient to perform functions or duties in relation to the tax affairs of Officeworks or an associate of the company, and
10. if the report is made to the Commissioner of Taxation, the whistleblower considers that the information may assist the Officeworks recipient to perform functions or duties in relation to the tax affairs of Officeworks or an associate of Officeworks.

The protections given by the Taxation Administration Act when these conditions are met are:

1. the whistleblower is immune from any civil, criminal or administrative legal action (including disciplinary action) for making the disclosure
2. no contractual or other remedies may be enforced, and no contractual or other right may be exercised, against the whistleblower for making the report
3. where the disclosure was made to the Commissioner of Taxation, the reported information is not admissible against the whistleblower 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 whistleblower has acted unreasonably, a whistleblower 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 a whistleblower 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. a whistleblower's identity cannot be disclosed to a Court or tribunal except where considered necessary, and
7. the person receiving the report commits an offence if they disclose the substance of the report or the whistleblower’s identity, without the whistleblower’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.

Confidentiality

If a report is made, the identity of the discloser will be kept confidential unless one of the following exceptions applies:

1. the discloser consents to the disclosure of their identity
2. disclosure of details that might reveal their 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.

Annexure C - Honesty at Officeworks

What is the honesty service?

We pride ourselves on openness within our business and sincerely hope that any team member with a concern regarding misconduct or unsafe work practices would be comfortable to raise that concern with a Protected Disclosure Officer in accordance with paragraph 3 of the Officeworks Whistleblower Policy.

We recognise, however, that there may be circumstances where a team member may not be comfortable in doing so. Therefore, we have set up an anonymous reporting service called ‘Honesty’.

‘Honesty’ is a confidential service provided by Deloitte Australia (a consultancy firm) on our behalf which enables you to report incidents on an anonymous basis involving misconduct or other inappropriate behaviour and includes conduct which:

• Is Illegal such as theft, violence, criminal damage to property or other breach of State or Federal law
• Is unethical or in breach of Officeworks policies
• Is potentially damaging to Officeworks, an Officeworks team member or third party such as unsafe work practices, environmental damage, health risks or abuse of Officeworks property or resources
• Involves harassment, discrimination, victimization or bullying but excludes work related grievances that affect you personally such as an interpersonal conflict or decision relating to terms and conditions of employment
• May cause financial loss or damage to reputation
• Is dishonest, fraudulent or corrupt including bribery or other activity in breach of the Officeworks Anti-Bribery policy
• Involves any other kind of misconduct or an improper state of affairs or circumstances.

How can I report such incidents?

You can access the ‘Honesty’ service in a number of ways:

• Phone: Free call 1 800 645 127 (24 hours a day, 7 days a week)
• Email: honesty@deloitte.com.au
• Website: www.honesty.deloitte.com.au
• Postal mail: Honesty at Officeworks Reply Paid 12628 A’Beckett Street Melbourne VIC 8006

What information should I give when I make a report to ‘Honesty’?

Information that will make it easier to investigate and address your concerns include:

• Name of anyone involved
• Name of any witnesses
• Date, time and location of incident
• Any proof (such as documents, records, photos)
• Money or assets involved
• How often the incident has happened

However, even if you don’t have all of the above, you can still make a report.

Remember, you DO NOT have to give your name or any other details when making a report if you don’t wish to.

Telephone Free call: 1800 645 127
What happens when I call ‘Honesty’?

You will be connected to the ‘Honesty’ service call centre operator from Deloitte who will ask you a series of questions to record the details of your report.

You will not be asked to reveal your identity unless you choose to tell the Deloitte operator.

Once your call has been taken, a report will be forwarded to Officeworks to determine the appropriate action to be taken.

Email: honesty@deloitte.com.au
What am I required to put in writing?

If you are not comfortable calling the ‘Honesty” service, you can send an email detailing information about any suspected misconduct.

What happens when I make a report?

Your questions answered

Q. Why should I report misconduct?

A. As you know, Officeworks is committed to conducting its business in a lawful and safe manner and with honesty and integrity. We entrust all our team members to protect the company’s reputation and assets. In this respect, Officeworks is committed to ensuring misconduct, unsafe work practices and other inappropriate behaviour is not tolerated in any of our workplaces. All Officeworks team members have a responsibility to report suspected workplace misconduct.

Q. Can I be anonymous and how will I ensure I will remain anonymous?

A. It is up to you whether you provide your name to the ‘Honesty’ service. If you choose to remain anonymous, your identity will not be disclosed unless required by law. If Officeworks needs to investigate a report, it may disclose information that could lead to your identification, but it will take reasonable steps to reduce this risk. Telephone calls to the ‘Honesty’ free call number are not recorded.

Q. Will I be involved after I report an incident?

A. Once you make the initial report, you may be contacted for further information to support the investigation. If, however, you have new or additional information or would like to adjust a report, you can make a follow-up enquiry quoting the reference number that will be provided to you.

Q. Am I rewarded for the information reported?

A. No.

Q. Will there be an investigation after each report?

A. That will depend on a number of factors including the information provided, the details, document and company policy.

Q. Can I get into trouble for calling Honesty?

A. Team members will not be prejudiced or disadvantaged as a result of making a genuine report and the fact they have made a report will not be used by Officeworks against them. However, vexatious calls with no foundation, only designed to get others investigated, will not be tolerated.

Q. Is there anyone else outside of Officeworks I can contact to make a report/disclosure?

A. Yes. You are also able to make a report to one of the following Wesfarmers’ Protected Disclosure Officers:

• Jenny Bryant
  Chief Human Resources Officer
  Email: jbryant@wesfarmers.com.au
• Maya vanden Driesen
  Group General Counsel
  Email: mvandendriesen@wesfarmers.com.au
• Aleks Spaseska
  Company Secretary
  Email: aspaseska@wesfarmers.com.au
• Anthony Gianotti
  Chief Financial Officer
  Email agianotti@wesfarmers.com.au

Reports may also be made by post to c/- Wesfarmers House, Level 14 Brookfield Place Tower 2, 123 St Georges Terrace, Perth, WA, 6000 (marked to the attention of one of the Protected Disclosure Officers referred to above).

Alternatively, you may choose to contact one of the Protected Disclosure Officers by telephone:

Wesfarmers Corporate Office, +61 8 9327 4211

A report may be submitted anonymously if you do not wish to disclose your identity to the Protected Disclosure Officer.

Related Documents:
Respectful Workplace Policy
Code of Conduct
Anti-Bribery Policy

Date created/Date updated
May 2019

Approved by
General Manager, Human Resources

Guidelines for managing whistleblower reports under the whistleblower laws

The Officeworks Whistleblower Policy sets out a summary of Officeworks’ commitment to the protection of whistleblowers. The policy applies to support and protect persons who become aware of actual or suspect, on reasonable grounds, potential cases of Reportable Conduct.

8. A director or senior manager who receives a whistleblower complaint should:

   1. Provide the whistleblower with a copy of the Acknowledgment and Consent to Disclosure for Investigation and Reporting Purposes ("Consent") (on page 10 of this policy).
   2. If the whistleblower signs the Consent, refer the matter to one of the Authorised Persons referred to in the Consent for the matter to be investigated.
   3. If the whistleblower is unwilling to sign the consent, you may disclose the substance of the complaint to an Authorised Person provided that any identifying information about the whistleblower is removed or redacted, so that the complaint as referred to does not disclose the identity of the whistleblower or information that is likely to lead to the identification of the whistleblower (except where reasonably necessary for the purposes of investigating the matter).
9. Attached is a form of consent to enable complaints to be disclosed to an Authorised Person for proper investigation.
10. Whistleblower laws protect a whistleblowers’ confidentiality and against detrimental conduct towards them for making a report. It is therefore critical that such reports are treated with the upmost confidentiality and addressed according to this guideline.
11. Severe penalties may apply where a whistleblower’s identity is revealed in breach of whistleblower laws or they are subjected to detrimental conduct, including in relation to their employment, as a result of making a report under this Policy.

Acknowledgement and Consent to Disclosure for Investigation and Reporting Purposes

1. I have made a disclosure of information to: _____________________________*
2. I believe the information I have disclosed is true.
3. I have received a copy of the Officeworks Whistleblower Policy. I understand that information about my complaint that is unlikely to reveal my identity can be disclosed to any other Officeworks employee or consultant without my consent.

4. I understand that if my complaint is captured under whistleblower protections set out in whistleblower laws, my identity and information that is likely to reveal my identity cannot be disclosed to any other Officeworks employee or consultant without my consent, unless the disclosure:

   1. is made to a legal practitioner for the purpose of obtaining advice or representation in relation to whistleblower laws; or
   2. is reasonably necessary for the purposes of investigating the matter and reasonable steps are taken to reduce the risk that I will be identified.

5. I give my consent to the disclosure of my identity, under conditions of confidentiality and for the purpose of investigation and reporting, to the following people ("Authorised Persons" for the purposes of paragraph 1(b) and (c) of the Whistleblower Guidelines) (Delete any that are not approved):

   • An Officeworks Director
   • Officeworks’ Managing Director
   • Officeworks General Manager Human Resources
   • Officeworks Chief Financial Officer
   • Officeworks Senior Legal Counsel/s
   • Any partner or employee of an external law firm appointed by any of the above
   • Wesfarmers’ Chief Human Resources Officer
   • Wesfarmers’ Managing Director
   • Wesfarmers’ Chief Financial Officer
   • Wesfarmers’ Group General Counsel

Name of reporting person [print]

Signature of reporting person

Date

---

¹ See Part 9.4AAA of the Corporations Act 2001 (Cth).

² Officeworks’ external auditor as at March 2019 was Ernst & Young, Gavin Buckingham Lead Partner.

³ Officeworks’ does not currently have an actuary.

⁴ Such as where the disclosure has been made to ASIC or APRA, or where the disclosure qualifies as a public interest or emergency disclosure.

⁵ Officeworks’ external auditor as at March 2019 was Ernst & Young, Gavin Buckingham Lead Partner.

⁶ Officeworks does not currently have a tax agent.