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 team members and any other persons wishing to use it via the Officeworks website and intranet.

  2. 2. Scope

    This policy applies to all directors, officers, team members and external whistleblowers, including suppliers / tenderers and their team members and relatives.

  3. 3. Related Documents

    • Whistleblower Consent Form
    • Honesty at Officeworks - Whistleblower Services Information Sheet

  4. 4. Policy

    4.1. What is reportable conduct?

    You may make a report under this policy if you have reasonable grounds to suspect that an Officeworks director, officer, team member, 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’ Code of Conduct or other policies or procedures);
    • is potentially damaging to Officeworks, an Officeworks team member 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 or conflict of interest;
    • 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 work related 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.

    Reportable Conduct generally does not include Personal Work-Related Grievances. These are grievances which relate to a current or former team member’s employment or engagement that have implications for only that person and do not have broader implications for Officeworks. Examples include:

    • a conflict between you and another team member;
    • a decision relating to your promotion or transfer;
    • a decision relating to the termination of your employment.

    Such matters should be raised directly with your People Leader or through your People and Capability Parter.

    In limited circumstances, a personal work-related grievance may amount to Reportable Conduct under this policy, such as where the grievance is systemic in nature and involves or affects multiple team members or relates to conduct that has been taken against a person because they made a report under this policy.

    Officeworks expects that reports made under this policy are made honestly, ethically and on reasonable grounds.

    4.2. 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 team members 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 (PDO’s), listed below:

    • General Manager, People - Brad Ellis
    • Chief Financial Officer - Brendan Hargreaves
    • Senior Legal Counsel - Michelle Welsh

    Reports may be made to the appropriate Protected Disclosure Officer:

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

    Honesty reporting options are:

    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.

    Under the Corporations Act and the Taxation Administration Act, reports can also be made to Officeworks external auditors and actuaries as set out in Annexures A and B.

    While it is Officeworks’ preference that you raise reports with the Protected Disclosure Officers or through the Honesty Service, it is important to note that under the Corporations Act, you may also raise the matter with an “officer” or “senior manager” of the company. These are defined in the Corporations Act as a director, or a senior manager in the company who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the company, or who has the capacity to affect significantly the company’s financial standing.

    Where a report has been made in person directly to the relevant Protected Disclosure Officer, or “officer” or “senior manager”, they may provide you with a Whistleblower Consent Form (Annexure C) for completion. This allows you to record who you made your report to and to give express consent as to which personnel in the company may be informed of your report to facilitate an investigation.

    4.3. Investigating a whistleblower report

    Each disclosure will be assessed to determine if it qualifies for protection under this Policy and/or any relevant whistleblower laws, and whether a formal investigation is required.

    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 progress of the investigation and/or outcome, subject to considerations of the privacy of those against whom allegations are made and issues of business sensitivity.

    Any investigation will be conducted in an objective and fair manner, and otherwise as is reasonable and appropriate, having regard to the nature of the alleged 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 based on the information provided to it. It will therefore assist the investigation if the whistleblower retain contact with Officeworks by opening a two-way anonymous post box through the Honesty Service.

    4.4. 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:

      • inform a protected disclosure officer, officer or senior manager within your division/business unit immediately under the divisional whistleblower policy; or
      • raise it in accordance with the reporting mechanisms detailed in this policy.

    2. Protection of your identity and confidentiality

      Subject to compliance with legal requirements, upon receiving a report under this policy, Officeworks will take reasonable steps to keep your identity confidential and reduce the risk of disclosure in the course of an investigation and 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.

      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 may be considered 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.

    4.5. Duties of team members in relation to reportable conduct

    It is expected that team members of Officeworks who become aware of actual or suspected Reportable Conduct escalate any concerns. If in doubt, contact the relevant People Leader or People & Capability Partner in the first instance, or alternately you can make a report under this policy.

    4.6. Reporting Procedures

    Officeworks 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 and trends 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, Risk and Compliance (ARC) Committee will receive copies of Officeworks whistleblower reports. 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 ARC Committee.

  5. 5. Roles and Responsibilities

    Directors, Officers and Senior Managers

    • Promote and support a culture of honest and ethical behaviour, corporate compliance and good corporate governance.
    • Encourage the reporting of any instances of suspected unethical, illegal, fraudulent or undesirable conduct.
    • Comply with this policy when receiving reports (including requesting an Annexure C consent form).
    • Complete mandatory role specific training.

    Protected Disclosure Officers (PDOs)
    • Investigate reports in accordance with this policy.
    • Complete mandatory role specific training.

    General Manager, People

    • Reporting (confidentially) to the Officeworks ARC, Officeworks Board and Wesfarmers ARC/Board as required by this policy.
    • Manage the Officeworks Honesty Service (external hotline and reporting service independently managed by Deloitte).

    Chief Financial Officer (CFO)
    • Policy owner.

    Head of Risk & Compliance

    • Policy delegate.
    • Administration of this policy.
    • Arranging mandatory training.

    Team members
    • Escalate any concerns when they become aware of actual or suspected Reportable Conduct.
    • Complete mandatory training.

    Team members with functions or duties relating to Australian tax affairs

    • Comply with this policy when receiving reports related to Australian tax affairs (refer to Annexure B).

  6. 6. Definitions

    Please refer to the Corporation Act 2001 (Cth) and Taxation Administration Act 1953 (Cth) for the definitions of key terms. Definitions below have been extracted from the Corporations Act 2001 (Cth):

    Senior Manager

    “…a person (other than a director or secretary of the corporation) who:

    1. makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the corporation; or
    2. (ii) has the capacity to affect significantly the corporation’s financial standing…”

    Officer
    1. “… a director or secretary of the corporation; or
    2. a person:
      1. who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the corporation; or
      2. who has the capacity to affect significantly the corporation’s financial standing; or
      3. in accordance with whose instructions or wishes the directors of the corporation are accustomed to act (excluding advice given by the person in the proper performance of functions attaching to the person’s professional capacity or their business relationship with the directors or the corporation); or
    3. a receiver, or receiver and manager, of the property of the corporation; or
    4. an administrator of the corporation; or
    5. an administrator of a deed of company arrangement executed by the corporation; or
    6. a restructuring practitioner for the corporation; or
    7. a restructuring practitioner for a restructuring plan made by the corporation; or
    8. a liquidator of the corporation; or
    9. a trustee or other person administering a compromise or arrangement made between the corporation and someone else…”

  7. 7. Awareness

    This policy is published on Officeworks intranet, supplier portal and external website. It is also posted on noticeboards at Officeworks sites.

    All team members are required to complete online Whistleblower training on an annual basis.

    “Senior Managers” are required to complete Seminar Training on an annual basis.

    Protected Disclosure Officers and those who investigate Whistleblower reports are provided with role specific information/awareness/training on an annual basis.

  8. 8. Consequences of non-compliance

    In the event any allegations of non-compliance with this Policy is substantiated, a broad range of appropriate and proportionate outcomes may result. This could include, but not limited to:

    • Educational training or coaching;
    • Formal disciplinary action up to and including termination of employment; and
    • As a result could also include reduced or loss of any short term or long term incentive program eligibility, including team member bonus.

      • Team members and managers should escalate any concerns, both actual or suspected breaches, of this policy. If in doubt, contact the relevant People Leader or People & Capability Partner in the first instance, or alternately email RiskandCompliance@officeworks.com.au.

Last Amended: October 2024. Policy Owner: Chief Financial Officer.

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, its officers or team members if the following conditions are satisfied:

  1. the whistleblower is or has been:
    1. an officer or team member of Officeworks;
    2. an individual who supplies goods or services to Officeworks or a team member 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 of Officeworks 3;
    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 even if the advice is to the effect that the disclosure does not relate to a disclosable matter;

  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 penalty 4;
    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.

    5. Disclosures may be made anonymously and the discloser may choose to remain anonymous and remain protected under the Corporations Act.

    A “public interest disclosure” or an “emergency disclosure” may be made to a journalist or a parliamentarian under certain circumstances and qualify for protection. The discloser should seek independent legal advice before making such a disclosure.

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:

  1. the whistleblower is or has been:
    1. an officer or team member of Officeworks;
    2. an individual who supplies goods or services to Officeworks or a team member of a person who supplies goods or services to Officeworks;
    3. an individual who is an associate of Officeworks; and /or
    4. a spouse, child, dependent or dependent of the spouse of any individual referred to at (i) to (iii) above;
  2. 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 Officeworks;6
    5. any other team member, or officer of Officeworks who has functions or duties relating to tax affairs of the company (e.g. an internal accountant); (Officeworks recipients)
    6. the Commissioner of Taxation; or
    7. a legal practitioner for the purpose of obtaining legal advice or representation in relation to the operation of the whistleblower provisions in the Taxation Administration Act; and
  3. 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
  4. if the report is made to the Commissioner of Taxation, the whistleblower considers that the information may assist the Commissioner of Taxation, to perform functions or duties in relation to the tax affairs of Officeworks or an associate of Officeworks.

    5. 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 - Officeworks Whistleblower Consent Form

Acknowledgement and Consent to Disclosure for Investigation and Reporting Purposes

  1. I have made a disclosure of information to: _____________________________ *
  2. I have reasonable grounds to 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 team member 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 team member or consultant (except for legal advisers) 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 (strike out any that you do not approve to):
    • An Officeworks Director
    • Officeworks Managing Director
    • Officeworks General Manager People
    • Officeworks Chief Financial Officer
    • Officeworks Senior Legal Counsel/s
    • Any partner or team member 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
    • Wesfarmers’ Company Secretary
 

Name of reporting person [print]

 

Signature of reporting person

 

Date

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

2Officeworks’ external auditor as at July 2024 was Ernst & Young, Pierre Dryer Lead Partner.

3Officeworks’ does not currently have an actuary.

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

5Officeworks’ external auditor as at July 2024 was Ernst & Young, Pierre Dryer Lead Partner.

6Officeworks does not currently have a tax agent.

*Insert name of person receiving report