Whistleblower Policy

1. Purpose

The purpose of this policy is to

• state how Built Group Holdings Pty Ltd and its related companies (Built) will manage and investigate Whistle blower disclosures;
• help deter wrongdoing;
• ensure that individuals who disclose wrongdoing can do so safely, securely, and will be protected and supported;
• encourage individuals who have reasonable grounds to suspect wrongdoing to have the confidence to speak up;
• help Built to identify wrongdoing that may not be uncovered unless there is a safe and secure means of disclosing it.

2. Eligible Whistleblower

An Eligible Whistleblower:

• is a current or former:
  – Officer or employee of Built,
  – Individual who supplies goods or services to Built;
  – Employee of an entity who supplies goods or services to Built;
  – Individual who is an associate of Built;

• A spouse or child of any of the above individuals; or
• A dependent of any of the above individuals or of such an individual’s spouse.

3. Protected Disclosures

A Protected Disclosure qualifies for legal protection under the Corporations Act.

A disclosure of information in relation to Built is a Protected Disclosure if the discloser is an Eligible Whistleblower and:

• the disclosure is of information relating to a Disclosable Matter and is made directly to an Eligible Recipient or to the Australian Securities and Investments Commission (ASIC), The Australian Prudential Regulation Authority (APRA), or another Commonwealth body prescribed by regulation;
• the disclosure to a legal practitioner for the purpose of obtaining legal advice or legal representation about the operation of the whistleblower protections in the Corporations Act; or
• the disclosure is a Public Interest Disclosure or an Emergency Disclosure.

4. Disclosable Matters

4.1 What can be disclosed?

The following are Disclosable Matters:

(a) Information which the discloser has reasonable grounds to suspect concerns misconduct, or an improper state of affairs or circumstances, in relation to Built;

(b) Information which the discloser has reasonable grounds to suspect indicates that Built or an officer or employee of Built has engaged in conduct that:

• constitutes an offence against, or a contravention of any of the following:
  – the Corporations Act 2001;
  – the ASIC Act;
  – the Banking Act 1959;
  – the Financial Sector (Collection of Data) Act 2001;
  – the Insurance Act 1973;
  – the Life Insurance Act 1995;
  – the National Consumer Credit Protection Act 2009;
  – the Superannuation Industry (Supervision) Act 1993;
  – an instrument made under any of the Acts listed above;
• constitutes an offence against any other law of the Commonwealth that is punishable by imprisonment for a period of 12 months or more; or
• represents a danger to the public or the financial system.

A Protected Disclosure may involve an allegation that there has been a contravention of the law; however, the definition of Disclosable Matters is not restricted to conduct which is a contravention of the law.

Examples of Disclosable Matters

• fraud, money laundering or misappropriation of funds;
• offering or accepting a bribe;
• illegal conduct such as theft, drug offences, violence against the person, criminal damage to property;
• engaging in (or threatening to engage in) detrimental conduct in relation to a person who is a whistleblower or who is believed or suspected to be planning to make a whistleblower disclosure.

4.2 Reasonable grounds to suspect

It is not necessary for a disclosure to be proven to be correct for the disclosure to be a Protected Disclosure. It is only necessary the discloser had reasonable grounds to suspect that the information disclosed relates to a Disclosable Matter.

A discloser will not have reasonable grounds to suspect that a Disclosable Matter exists where the discloser knows that the information to be disclosed is untrue. Deliberate false reporting is strongly discouraged by Built and may result in disciplinary or other appropriate action being taken against the discloser.

4.3 Matters that are not disclosable – personal work related grievances

Disclosures that relate solely to personal work related grievances, and that do not relate to detriment or to the threat of detriment to the discloser, do not qualify for protection under the Corporations Act.

Personal work-related grievances are grievances that relate to the discloser’s current or former employment and have, or tend to have, implications for the discloser personally but do not –

• have other significant implications for Built (or another entity); or
• relate to any conduct or alleged conduct about a Disclosable Matter.

Examples of Personal Work Related Grievances

• an interpersonal conflict between the discloser and another employee;
• a decision that does not involve a breach of work place laws;
• a decision about the engagement, transfer or promotion of the discloser;
• a decision about the terms and conditions of engagement of the discloser;
• a decision to suspend or terminate the employment of the discloser or to otherwise discipline the discloser.

A personal work related grievance may still qualify for legal protection if:

• it includes information about misconduct, or information about misconduct includes or is accompanied by a personal work related grievance;
• Built has breached employment or other laws punishable by an imprisonment for a period of 12 months or more, engaged in conduct that represents a danger to the public, or the disclosure relates to information that suggests misconduct beyond the discloser’s personal circumstances;
• The discloser suffers from or is threatened with detriment for making a Protected Disclosure;
• The discloser seeks legal advice or legal representation about the operation of the whistleblower protections in the Corporations Act.

4.4 Disclosure of matters that are not Disclosable Matters

Disclosures that are not about Disclosable Matters do not qualify for legal protection under the Corporations Act. Such disclosures may however be protected under other legislation (such as the Fair Work Act 2009 or the Taxation Administration Act 1953).

5. Eligible Recipients

5.1 Who are they?

An Eligible Recipient is any one of the following persons:

• A director or other officer of Built;
• A senior manager of Built (being a senior executive who makes or participates in the making of decisions which affect the company as a whole);
• An internal or external auditor of Built (including a member of an audit team conducting an audit);
• Deloitte Risk Advisory Pty Limited, the operator of the Built Whistleblower Service.

5.2 How disclosures can be made to Built

Whilst Protected Disclosures can be made to any Eligible Recipient, Built encourages any person wishing to make a disclosure to utilise one of the following means:

• Built Whistleblower Service: Built has established the Built Whistleblower Service operated by Deloitte Risk Advisory Pty Limited. The Built Whistleblower Service is a confidential external platform which enables disclosures to be lodged in a safe and secure manner. You can contact the service by:
  Australia Freecall: 1800 951 113
  New Zealand Freecall: 0800 266 579
  United Kingdom Freecall: 020 3885 7609
  Website: www.builtwhistleblowerservice.deloitte.com.au
  Email: builtwhistleblowerservice@deloitte.com.au
  Mail: Built Whistleblower Service. Reply paid 12628 A’Beckett Street Victoria 8006

The Built Whistleblower Service provides a convenient means of disclosure for disclosers who wish to remain anonymous.

• As an alternative to the Built Whistleblower Service, disclosures can also be lodged. To either of the following Built officers:
  Andrew Lonsdale, General Counsel & Company Secretary:
  Telephone: +61 423586524
  Email: andrewlonsdale@built.com.au
  Sarah Wilson, Director People and Culture:
  Telephone: +61 412140660
  Email: sarahwilson@built.com.au

5.3  Anonymous disclosures

Disclosures can be made anonymously. An anonymous disclosure will still qualify for legal protection as a Protected Disclosure if it satisfies the requirements set out in this document.

Anonymous disclosers are encouraged to use the Built Whistleblower Service.

An anonymous discloser may continue to remain anonymous whilst the disclosure is investigated and after it is finalised. A discloser can refuse to answer questions that they feel could reveal their identity at any time, including after the investigation is finalised.

Whilst disclosers are entitled to remain anonymous, anonymity may mean that investigating the disclosure is more difficult. It will assist Built’s investigation of an anonymous disclosure if the discloser can provide a means by which Built can contact the discloser without compromising the discloser’s anonymity.

6. Public Interest Disclosure

A disclosure may be made to a Federal, State or Territory member of Parliament or a journalist as a Public Interest Disclosure but only in the following circumstances:

• A Protected Disclosure has previously been made to ASIC or APRA (or another Commonwealth body prescribed by regulation);
• At least 90 days have passed and the discloser does not have reasonable grounds to believe that the relevant body is taking action to address the matters to which the disclosure related;
• The discloser has reasonable grounds to believe that a Public Interest Disclosure would be in the Public Interest;
• The discloser has notified the recipient of the original disclosure in writing that it proposes to make a Public Interest Disclosure;
• The extent of information disclosed in the Public Interest Disclosure is no greater than is necessary to inform the MP or journalist of the Disclosable Matter.

Any person considering making a Public Interest Disclosure is strongly encouraged to obtain prior independent legal advice.

7. Emergency Disclosure

A disclosure may be made to a Federal, State or Territory member of Parliament or a journalist as an Emergency Disclosure but only where:

• A Protected Disclosure has previously been made to ASIC or APRA (or another Commonwealth body prescribed by regulation);
• The discloser has reasonable grounds to believe the information concerns a substantial and imminent danger to the health or safety of one or more persons or to the natural environment;
• The discloser has notified the recipient of the original disclosure in writing that it proposes to make an Emergency Disclosure;
• The extent of information disclosed in the Emergency Disclosure is no greater than is necessary to inform the MP or journalist of the substantial and imminent danger.

Any person considering making an Emergency Disclosure is strongly encouraged to obtain prior independent legal advice.

8. Legal protections for disclosers

Identity protection (confidentiality)

8.1 Where Built receives a Protected Disclosure it is prohibited by law from disclosing:

• the identity of the discloser; or
• information that is likely to lead to the identification of the discloser, unless an exception listed below applies.

8.2 The law provides that Built may disclose the identity of the discloser

• to ASIC, APRA or a member of the Australian Federal Police;
• to a legal practitioner for the purpose of obtaining legal advice or representation about the   whistleblower provisions in the Corporations Act;
• where the discloser has expressly consented to the disclosure of his or her identity.

8.3 The information contained in a Protected Disclosure can only be disclosed by Built if:

• the information does not include the discloser’s identity (unless permitted as set out above);
• Built has taken all reasonable steps to reduce the risk that the discloser will be identified from the information; and
• it is reasonably necessary for investigating the issues raised in the disclosure.

8.4 It is illegal for a person to identify a discloser, or to disclose information which is likely to lead to the identification of a discloser unless one of the above exceptions applies.

Protection from detrimental acts or omissions

8.5 It is illegal for any person to engage in conduct that causes detriment to a discloser (or another Person), in relation to a Protected Disclosure, if:

• the person believed or suspects that the discloser has made, or may make a Protected Disclosure; and
• the belief or suspicion is the reason, or part of the reason, for the conduct.

8.6 In addition, a person cannot make a threat to cause detriment to a discloser (or another person) in relation to a Protected Disclosure. A threat may be express or implied, or conditional or unconditional.

Examples of detrimental conduct:

• Dismissal of an employee;
• Alteration of an employee’s position or duties to his or her disadvantage;
• Discrimination between an employee and other employees of the same employer;
• Harassment or intimidation of a person;
• Damage to a person’s property;
• Damage to a person’s reputation;

8.7 Not all Conduct in relation to a disclosure is detrimental conduct.

Examples of actions that are not detrimental conduct:

• administrative action that is reasonable for the purpose of protecting a discloser from detriment (e.g. moving a discloser who has made a disclosure about their immediate work area to another office to prevent them from detriment); and
• managing a discloser’s unsatisfactory work performance, or other work related conduct which is not connected to the disclosure   

Compensation and other Remedies

8.8 A discloser (or any other employee or person) can seek compensation and other remedies through the courts if they suffer detriment because they make, propose to make (or are suspected of making or proposing to make) a Protected Disclosure; and

8.9 Disclosers who are concerned about these matters are encouraged to seek independent legal advice.

Civil, criminal and administrative protection

8.10 A disclosure is protected from any of the following in relation to their Protected Disclosure

• civil liability (e.g. any legal action against the discloser for breach of an employment contract, duty of confidentiality or another contractual obligation);
• criminal liability (e.g. attempted prosecution of the discloser for unlawfully releasing information, or other use of the disclosure against the discloser in a prosecution (other than for making a false disclosure)); and
• administrative liability (e.g. disciplinary action for making the disclosure).

9. Support and practical protection for disclosers

9.1 Built will take action to support persons who make Protected Disclosers and protect them from detriment.

Identity Protection

9.2 In order to reduce the risk that the discloser will be identified from the information contained in the disclosure

• all personal information or reference to the discloser witnessing an event will be redacted;
• the discloser will be referred to in a gender-neutral context;
• where possible, the discloser will be contacted to help identify certain aspects of their disclosure that could inadvertently identify them; and

9.3 In order to foster secure record keeping and information-sharing processes:

• all paper and electronic documents and other materials relating to disclosures will be stored securely;
• access to all information relating to a disclosure will be limited to those directly involved in managing and investigating the disclosure; and
• each person who is involved in handling and investigating a disclosure will be reminded about the confidentiality requirements, including that an unauthorised disclosure of a discloser’s identity may be a criminal offence.

9.4 Disclosers should also be aware that, in practice, people may be able to guess the discloser’s identity if:

• the discloser has previously mentioned to other people that they are considering making a disclosure;
• the discloser is one very small number of people with access to the information; or
• the disclosure relates to information that a discloser has previously been told privately and in confidence.

Protection from detrimental acts or omissions

9.5 Disclosures made in accordance with this Policy will be overseen by Built’s Disclosure Management Panel (DMP).  The DMP will be comprised of the General Counsel & Company Secretary, the Director People & Culture, the Finance Director and the Commercial Director.

9.6 Upon receipt of a disclosure the DMP must consider the risk of detriment against the discloser (and other persons) ensure that appropriate steps are put in place to protect against detriment. What is necessary and appropriate will depend on the circumstances of the case (including whether the identity of the discloser is known to the DMP) but may include:

• allowing the discloser to perform their duties from another location, reassigning the discloser to another role or modifying their duties or reassigning or relocating other staff involved in the disclosure;
• actions to ensure that management are aware of their responsibilities to maintain the confidentiality of a disclosure, address the risks of isolation or harassment, manage conflicts and ensure fairness when taking  management action in respect of  a discloser;
• intervening where detriment has already occurred or appears imminent to ensure that it does not continue and that any necessary remedial measures are put in place.

9.8 Disclosers who believe that they have suffered detriment can lodge a complaint with Built’s Director, People and Culture. Built will investigate such complaints as a separate whistleblower disclosure in accordance with this Policy. A complaint may also be lodged with a relevant regulator.

10. Investigation of disclosures

10.1 Upon receipt of a Disclosure, the recipient will notify the General Counsel & Company Secretary who will convene Built’s Disclosure Management Panel. It is the responsibility of the DMP to review disclosures to ensure that they meet the requirements of this policy and to ensure they are appropriately investigated and responded to.

10.2 If a disclosure relates to a member of the DMP that member will not take any part in the DMP’s consideration of the disclosure.

10.3 The DMP will:

• determine whether the disclosure satisfies the requirements for a Protected Disclosure;
• determine whether the disclosure warrants investigation, based on the information received,
• assess whether there is potential for the discloser to suffer detriment as a result of having made the disclosure,
• take measures it considers necessary to protect the discloser from detriment, and
• if a disclosure is to be investigated, ensure the discloser, where possible, understands the investigation process.

10.4 The investigation process followed will depend on the nature and circumstances of the disclosure. Nonetheless, all investigations will follow a process similar to the one described below:

• If the DMP determines that an investigation is warranted, the DMP will ensure that  investigation is carried out by internal or external personnel  who have the necessary skills,  knowledge and independence.
• An employee of Built who is the subject matter of a disclosure will be informed of the subject matter of the investigation and afforded procedural fairness at such time as the DMP determines is appropriate to do so but prior to the conclusion of the investigation.
• The investigator will keep records of all the interviews conducted and all records received which affect the outcome of the investigation.
• Once the investigation is complete, the DMP will submit a report to the Managing Director of Built who will determine what if any, further action is to be taken.
• Where the identity of the discloser is known (or is unknown but a channel of communication is available) the DMP:
  – will acknowledge receipt of the disclosure to the discloser as soon as practicable following receipt of the disclosure;
  – will further communicate with the discloser throughout the investigation process at such times as it is appropriate to do so (this may include specific questions or requests for information to assist the investigation or may be a general update on the progress of the investigation if the investigation period is extended);
  – will ensure the Discloser is kept informed of the outcomes of the investigation in a timely manner subject to the considerations of privacy of those against whom the disclosure is made.

11. Availability of Policy

This policy will be made available to potential Eligible Whistleblowers via:

• The Built website (www.built.com.au); and
• The Built Intranet site (Built IQ).

12. Review of policy

This policy will be reviewed every two years to ensure that it continues to comply with the law and remains relevant and effective. This policy was last reviewed on 24 March 2023.