Whistleblower Policy

1. Purpose & Context

The purpose of the Whistleblower Policy (“Policy”) is to:

• allow individuals to disclose concerns relating to Clover Insurance Pty Ltd (“Clover”) safely, securely and with confidence that they will be protected and respected as sensitive;
• identify wrongdoing that otherwise may not have been identified;
• provide transparency around Clover’s framework for receiving, handling and investigating these issues; and
• prevent improper conduct, behaviour and decisions, and deal with any issues raised in a timely manner.

This Policy has been developed to meet the requirements of the Corporations Act 2001 (Cth), Taxation Administration Act 1953 (Cth), and the relevant ASIC regulatory guides (“Relevant Laws”).

2. Policy Application

This Policy applies to “Eligible Reporters”, meaning any individual who is or was:

• an officer, volunteer or employee of Clover (including permanent, part-time, fixed-term, temporary, interns, secondees and managers);
• an associate of Clover;
• a consultant or supplier of goods or services (both paid and unpaid) to Clover, including their employees; and
• any relatives, dependants, spouses or dependants of a spouse of any of the above.

An Eligible Reporter will qualify for protection under the Relevant Laws if:

• they make a disclosure relating to a Disclosable Matter (as defined in 3 below) to a recipient named in section 5 below, or to ASIC, APRA or another Commonwealth prescribed regulatory body;
• they make a disclosure to a legal practitioner for the purposes of obtaining legal advice or representation about the operation of the whistleblower provisions in the Relevant Laws; or
• they make a disclosure to journalists or parliamentarians, under certain circumstances allowing emergency and public interest disclosures. The criteria for this type of disclosure is set out in the Relevant Laws. It is important for Eligible Disclosers to understand the criteria for making a public interest or emergency disclosure before doing so.

3. Reporting under the Policy

Disclosable Matters

Eligible Reporters may report information if they have reasonable grounds to suspect misconduct, or an improper state of affairs or circumstances, in relation to Clover or an employee or officer of Clover (“Disclosable Matters”).

Examples of Disclosable Matters may include the following conduct:

• Dishonest, misleading, fraudulent or corrupt
• Illegal, such as theft, drug use or selling of drugs
• Violent or endangers the health and safety of another person
• Bullying, discrimination, victimisation or harassment
• Criminal, such as damage to property or other breaches of common law
• A failure to comply with, or a breach of, legal or regulatory requirements
• Misconduct, or an improper statement of circumstances in relation to Clover’s tax affairs
• A repeated or intentional breach of Clovers policies and/or procedures
• A gross mismanagement of Clovers assets or improper or misleading accounting and financial reporting practices
• Conduct that compromises the integrity of Clover systems and/or the data held in them

Disclosable Matters may also include information that indicates a significant risk to public safety or the stability of, or confidence in, the financial system, even if it does not involve a breach of law.

Disclosable Matters may also include the following tax-related information (“Tax-related Disclosable Matters”):

• information about misconduct, or an improper state of affairs or circumstances, in relation to the tax affairs of Clover or an associate, which the Eligible Reporter considers may assist the recipient to perform functions or duties in relation to the tax affairs of Clover or an associate; or
• information that may assist the Commissioner of Taxation to perform his or her functions or duties under a taxation law in relation to Clover or an associate.

Disclosures made by Eligible Reporters that are not Disclosable Matters do not qualify for protection under the Relevant Laws.

The process for reporting matters is set out below in section 5.

Personal work-related grievances

In general, matters that relate solely to personal work-related grievances are not Disclosable Matters. A matter will be considered a personal work-related grievance if:

• it concerns a grievance about any matter in relation to the discloser’s current or former employment with Clover, with implications to the discloser personally;
• the information does not have significant implications for Clover; and
• the information does not concern conduct or alleged conduct such as that referred above.

Examples of personal work-related grievances include:

• an interpersonal conflict between the discloser and another employee;
• a decision relating to the engagement, transfer or promotion of the discloser;
• a decision relating to the terms and conditions of engagement of the discloser; or
• a decision to suspend or terminate the engagement of the discloser, or otherwise to discipline the discloser.

However, a personal work-related grievance may be reported under this Policy and qualify for legal protection if it:

• related to detriment, or threat of detriment, to an Eligible Discloser because they have made, or propose to make, a report under this Policy;
• concerns conduct, or alleged conduct, in contravention of certain laws, or that constitutes an offence punishable by 12 months or more imprisonment under any Commonwealth law; or
• concerns conduct or alleged conduct that represents a danger to the public or financial system.

4. Protection and confidentiality

Protection

Clover is committed to endeavouring to protect those who make disclosures in accordance with this Policy. All reasonable steps will be taken to ensure Eligible Reporters will not be subject to any form of detriment, disadvantage or victimisation resulting from a report made in accordance with this Policy (including threats to cause any detriment, disadvantage or victimisation).

It will be a breach of this Policy and the Relevant Laws for any employee, officer or associate of Clover to threaten or subject an Eligible Reporter to any detriment, disadvantage or victimisation because such individual believes that the Eligible Reporter has made, may have made, proposes to make or could make a report under this Policy.

Protection from detriment and confidentiality are legal protections for qualifying disclosures. Additional legal protections may also be available, including but not limited to:

• compensation for loss, damage or injury suffered as a result of detrimental conduct;
• an injunction to prevent, stop or remedy the effects of the detrimental conduct;
• an order requiring an apology for engaging in the detrimental conduct;
• if the detrimental conduct wholly or partly resulted in the termination of an employee’s employment, reinstatement of their position;
• exemplary damages; and
• any other order the court thinks appropriate.

Disclosers are also protected from civil, criminal or administrative liability for making the disclosure.

Eligible Reporters will still qualify for protection under the Relevant Laws if their disclosure turns out to be incorrect. However, Eligible Reporters must not make a report that they know to be untrue or misleading. If an Eligible Reporter knowingly makes a false report, this will be considered a serious matter and may result in disciplinary action.

Anonymity and confidentiality

An Eligible Reporter may choose to remain anonymous when making a disclosure or refuse to answer any questions which may reveal their identity. These disclosures will still qualify for legal protections and Clover will endeavour to protect the anonymity of the Eligible Reporter. If an Eligible Reporter chooses to provide their identity when making a report, it will be treated confidentially. Information about an Eligible Reporter’s identity may only be disclosed in the following circumstances:

• where the information is disclosed to ASIC, APRA or the Australian Federal Police;
• where the information is disclosed to a legal practitioner for the purpose of obtaining legal advice in relation to the operation of the Relevant Laws; or
• where the Eligible Reporter consents.

Support

Support for Eligible Reporters may include the following:

• appointing an independent support person from Clover to deal with any ongoing concerns you may have; or
• connecting you to third party support providers such as Lifeline (13 11 14) and Beyond Blue (1300 22 4636).

5. Process for reporting disclosable matter

Eligible Disclosers are strongly encouraged to report any Disclosable Matters or suspected Disclosable Matters using the reporting mechanism described in this section.

Disclosure recipients

Reports made by Eligible Reporters of Disclosable Matters to recipients listed under this section will qualify for protection under the Relevant Laws.

Eligible Reporters can report Disclosable Matters by email or phone to a manager or other senior member within Clover. Where this is not appropriate or possible, or where the Eligible Reporter does not feel comfortable raising the matter with their manager or other senior member, a report can be made to Clover’s Chairman of the Board at the following email [email protected] or phone number (02 9000 6179).

There are additional people who are considered ‘eligible recipients’ under the Relevant Laws for the purposes of an Eligible Reporter reporting Disclosable Matters, these include any of the following in relation to Clover:

• an officer (ie director or company secretary) or senior manager;
• an auditor or member of an audit team conducting an audit;
• an actuary;
• a person authorised by Clover to receive reports of Tax-related Disclosable Matters;
• the Commissioner for Taxation in relation to a Tax-related Disclosable Matter;
• a registered tax agent or BAS agent who provides tax services or BAS services to Clover;
• an employee or officer of Clover who has functions or duties that relate to the tax affairs of Clover; or
• any other person authorised by Clover to receive disclosures.

Investigation

Once the report has been submitted, it will be assessed to determine whether it qualifies for protection and whether a formal investigation is required.  All investigations will be conducted in a fair and independent manner, and Clover will ensure the fair treatment of any employees who are mentioned in the disclosure. The result of an investigation may not be able to be shared with the whistleblower in certain circumstances.

6. Policy distribution and review

This Policy will be distributed to all officers and employees of Clover as part of their onboarding process.

This Policy will be reviewed on an annual basis and updated, as necessary, to reflect the changing circumstances of Clover.  Any updates to this Policy will be approved by the Clover Board and distributed to officers and employees.

Please contact [email protected] if you would like more information about the application of this Policy or the protections available under the law.