STATEMENT OF INTENT

Suzuki Australia Pty Limited (“SAPL”) is committed to a high standard of legal, ethical and moral business conduct as outlined in the Suzuki Group Code of Conduct. This includes complying with applicable laws, regulations and internal policies and rules. In line with this commitment, it is essential that the company provides a method for individuals to report on any matters of malpractice to the appropriate company officers. Raising such concerns is commonly referred to as whistleblowing.

The purpose of our Whistleblower Policy (this policy) is to encourage those in Australia who have information on misconduct that is relevant to SAPL to raise their concerns (that is, make a whistleblower disclosure) in the safety, security, protections and support that SAPL provides. In doing so, this supports SAPL’s values and Code of Conduct, as well as SAPL’s long-term sustainability and reputation.

Whistleblower reporting is an important tool for SAPL to identify misconduct that may not be uncovered unless there is a safe and secure way to disclose wrongdoing. All employees, suppliers / vendors, and Dealerships are expected to observe the highest standards of ethical conduct, integrity and behaviour during the course of their employment with SAPL.

SAPL is required to comply with its legal and regulatory obligations including the whistleblower provisions under the Australian Commonwealth Corporations Act 2001 and the Australian Taxation Administration Act 1953. For full details of whistleblower provisions, please refer to these laws (and any other applicable laws) with this policy summarising the key points.

TO WHOM DOES THIS POLICY APPLY:

This policy applies to and provides protections to Eligible Whistleblowers.

You are entitled to protection under the Corporations Act 2001 and if applicable the Taxation Administration Act 1953, if:

  • you are an Eligible Whistleblower (see below for what this means); and
  • you have disclosed (or intend to disclose) a Disclosable Matter (see the next page for what this means) to an Eligible Recipient (an individual who can receive a whistleblower disclosure - see next page for who they are) or to the Australian Securities and Investments Commission (“ASIC”), the Australian Prudential Regulation Authority (“APRA”) or another entity prescribed under the Corporations Act 2001.

You will also be entitled to protection as an Eligible Whistleblower if you get advice from a legal practitioner on the operation of whistleblower protection laws.

Also, in more specific and limited circumstances where a matter is of public interest or there is an emergency, a report may be protected if it is made to a journalist or a member of Parliament. It is important that you understand the criteria for making a public interest or an emergency disclosure to be covered by the whistleblower protections. SAPL recommends that you contact an Eligible Recipient (listed on the next page) or an independent legal adviser before making a public interest or an emergency disclosure.

An Eligible Whistleblower is a person who is, or has been, any of the following:

  • an officer or employee of SAPL (this includes current and former employees who are permanent, part-time, fixed-term or temporary, interns, secondees, managers and directors); or
  • a person who supplies goods or services to SAPL or an employee of a person who supplies goods or services to SAPL (whether paid or unpaid) - this includes SAPL’s Dealerships for matters relevant to SAPL and could also include current and former volunteers, contractors, consultants, service providers and business partners; or
  • a person who is an associate of SAPL - for example, a director or company secretary of SAPL or a related body corporate of SAPL; or
  • SAPL Dealerships; or
  • a relative, dependent or dependent of the spouse of any person referred to in this definition of Eligible Whistleblower.

WHAT TYPES OF MISCONDUCT CAN BE REPORTED (DISCLOSABLE MATTERS):

A whistleblower can report what is called a Disclosable Matter if an Eligible Whistleblower has reasonable grounds to suspect that the information being disclosed is about:

  • misconduct (such as theft of company property, fraud, damage to company property, assault, bullying or harassment, misuse of company resources or assets, breach of duty, corruption, bribery, threats, theft of company ideas like intellectual property or copyright protected materials, timesheet or overtime or
    allowances fraud, computer or email or Internet misuse, inappropriate material access or transmission, a criminal offence); or
  • an improper state of affairs or circumstances (such as a conflict of interest, receiving or giving improper gifts or benefits or hospitality without approval or not permitted by company policies, misuse of work time working for another employer or own business, breach of privacy or confidentiality, unlawful discrimination); or
  • behaviour that represents a danger to the public or the financial system (such as breaches of occupational health & safety); or
  • a breach of the Corporations Act (such as directors or other company officers not acting in good faith including dishonesty, employees misuse of position or misuse of information); or
  • a breach of the Taxation Administration Act or improper conduct in relation to the tax affairs, in relation to SAPL or a related body corporate of SAPL.

Examples of disclosable matters

Examples of disclosable matters that relate specifically to SAPL’s business operations and practices would include, but is not limited to, the following:

  • improper use or misappropriation of company tangible or intangible assets (including, without limitation, money, goods, facilities, technical information and customer information);
  • willful misinformation to third parties (including, without limitation, governmental or regulatory authority, suppliers and customers), superiors of SAPL or any manipulation of SAPL’s data or systems;
  • offering or accepting a bribe, including offering or giving item of value to influence the actions of a person in governmental bodies, irrespective of whether it might have been believed to bring some benefit to SAPL;
  • conduct requesting or receiving items of value or gifts other than those of nominal value from suppliers or other business partners;
  • illegal conduct, such as theft, dealing in, or use of illicit drugs, violence or threatened violence, and criminal damage against property;
  • fraud, money laundering or misappropriation of funds;
  • offering or accepting a bribe;
  • financial irregularities;
  • failure to comply with, or breach of, legal or regulatory requirements, or internal policies or rules; and
  • engaging in or threatening to engage in detrimental conduct against a person who has made a disclosure or is believed or suspected to have made, or be planning to make, a disclosure.

A personal work-related grievance that does not involve harm to whistleblower (or a threat of harm) is not a Disclosable Matter and is not protected under the Corporations Act 2001 or Taxation Administration Act 1953. A personal work-related grievance is one that relates to your current or former employment that has implications for you personally but does not have significant implications for SAPL (such as if you believe you have missed out on a promotion that you deserve or if you don’t like the managerial style of your supervisor).

However, a work-related grievance may still qualify for protection under the law and you may want to ask an Eligible Recipient at SAPL for advice. A personal work-related grievance may still qualify for protection if:

  • it includes information about misconduct, or information about misconduct includes or is accompanied by a personal work-related grievance (mixed report);
  • the entity has breached employment or other laws punishable by 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 disclosure; or
  • the discloser seeks legal advice or legal representation about the operation of the whistleblower protections under the Corporations Act.

WHO CAN RECEIVE A WHISTLEBLOWER REPORT (WHO IS AN ELIGIBLE RECIPIENT):

A whistleblower can report (anonymously if wanted) a Disclosable Matter to any of the following Eligible Recipients (that is, an individual who can receive a whistleblower disclosure):

  • SAPL’s external whistleblower reporting service operated by RSM Australia Pty Ltd for use by SAPL in Australia using any of the reporting channels of –
  • the nominated SAPL Whistleblower Protection Officer(s) (“WPO”) of:
  • Suzuki Group whistleblower contact points;
  • Suzuki Motor Corporation internal contact point (1)/Corporate Planning Office
  • Suzuki Motor Corporation internal contact point (2)/Audit & Supervisory Board (Secretariat of Audit & Supervisory Board)
  • External contact point/Shimada Hamba & Osajima (Law Office)
  • an officer or senior manager of SAPL (but the preference is for a report to be made to the external whistleblower reporting service of RSM Australia or SAPL’s WPOs);
  • an internal or external auditor of SAPL;
  • (in relation to tax affairs) a tax agent of SAPL;
  • other designated bodies that can receive disclosures of ASIC, APRA, the Australian Commissioner of Taxation, or another Australian Commonwealth authority prescribed by law.

An Eligible Whistleblower will still qualify for protection for a disclosure even if their disclosure turns out to be incorrect. However, anyone who knowingly makes a false report of a Disclosable Matter, or who otherwise fails to act honestly with reasonable belief in respect of the report may be subject to disciplinary action, including dismissal.

Without making a disclosure, an individual can also seek accurate and confidential information about the following from the external whistleblower reporting service of RSM Australia or the SAPL Whistleblower Protection Officers named above:

  • how SAPL’s whistleblower policy works;
  • what the policy covers; and
  • how a disclosure might be handled.

HOW TO MAKE A DISCLOSURE:

A whistleblower report or disclosure can be made (anonymously if wanted) to any of the listed Eligible Recipients listed in the previous section. In practical terms, you can make contact with either:

  • SAPL’s external whistleblower reporting service operated by RSM Australia Pty Ltd for use by SAPL in Australia using any of the reporting channels of –
  • The nominated SAPL Whistleblower Protection Officer(s) (“WPO”) of:
  • Suzuki Group whistleblower contact points;
  • Suzuki Motor Corporation internal contact point (1)/Corporate Planning Office
  • Suzuki Motor Corporation internal contact point (2)/Audit & Supervisory Board (Secretariat of Audit & Supervisory Board)
  • External contact point/Shimada Hamba & Osajima (Law Office)

A disclosure can be made anonymously and still be protected under the Corporations Act.

A discloser can choose to remain anonymous while making a disclosure, over the course of the investigation, and after the investigation is finalised.

If a whistleblower wishes to make a disclosure anonymously, they might do so:

  • Through RSM Australia’s external whistleblower reporting website link and not inputting the discloser’s details and simply submitting the report;
  • To one of SAPL’s WPOs via a telephone or mobile with Caller ID switched off, and to a recipient who would not recognise their voice (most likely being an “external” recipient), in which case arrangements should be made for the discloser to ring back to enable the recipient to ask follow-up questions or provide feedback;
  • by anonymous letter sent by mail to one of SAPL’s WPOs.

HOW YOU ARE LEGALLY PROTECTED FOR MAKING A DISCLOSURE:

Legal protections a whistleblower has when making a disclosure (either internally or externally to Eligible Recipients) include the following:

  • Protection and confidentiality of the whistleblower’s identity. It is illegal for a person to identify an Eligible Whistleblower or disclose information that is likely to lead to their identification.
  • Protection from detrimental actions or omissions. It is illegal for a person to engage in conduct that causes (or threatens) detrimental treatment to an Eligible Whistleblower in the belief or suspicion that a person has made, may make, proposes to make or could make a report of a Disclosable Matter. Detrimental treatment could include dismissal, demotion, harassment, damage to reputation, discrimination, disciplinary action, bias, threats or other unfavourable treatment connected with making a disclosure as an Eligible Whistleblower.
  • Compensation and other remedies. Eligible Whistleblowers may also be entitled to seek compensation and other remedies through the courts if SAPL fails to protect the Eligible Whistleblower from detriment and the Eligible Whistleblower suffers loss or damage.
  • Civil, criminal, and administrative liability protection (including disciplinary action) for making reports of Disclosable Matters. No contractual right (including under an employment contract) can be exercised against an Eligible Whistleblower to stop them disclosing a Disclosable Matter. If you are an Eligible Whistleblower and the disclosure is to an Eligible Recipient or other designated body as listed in this policy or is a public interest disclosure or emergency disclosure, the information you disclose also cannot be used against you in criminal proceedings or in proceedings for that impose a penalty (except if the proceedings are in respect of the falsity of the information).

HOW OUR COMPANY SUPPORTS AND PROTECTS WHISTLEBLOWERS:

SAPL will support and protect whistleblowers by means including:

  • Protect the confidentiality of a whistleblower’s identity (such as using gender-neutral terms and redact or remove personal or other information which may suggest identity, and whistleblowers will be handled and investigations conducted by those who are qualified).
  • Security of record-keeping and information sharing processes (such as limited information to those directly involved in conducting the investigation or managing the investigation process).
  • Protect whistleblowers from detrimental acts or omissions (such as support services including counselling through professional or legal services that can be made available to Eligible Whistleblowers and ensuring that management are aware of their responsibilities through mechanisms including through training).

HOW SAPL WILL HANDLE AND INVESTIGATE A DISCLOSURE:

Once a Disclosable Matter has been received from an Eligible Whistleblower, who has provided reasonable grounds for their belief that the Disclosable Matter has occurred, an investigation of that allegation(s) will begin as soon as practicable after the report has been received and assessed, within the timeframe so determined. The objective of an investigation is to determine whether there is sufficient evidence to substantiate or refute what is reported, and will generally involve the following process:

  • Evidence gathering;
  • Computer forensics;
  • Develop and test investigation hypothesis;
  • Gather external records;
  • Interviewing;
  • Performing data analysis;
  • Producing a report of factual findings.

If SAPL determines that the information disclosed does not amount to a Disclosable Matter, the Eligible Whistleblower will be, if practicable, informed of that decision. In some instances, reports may not be able to be responded to, for example, because they are anonymous reports.

If an investigation is conducted, it will be conducted consistent with the principles of natural justice and procedural fairness including:

  • follow a fair process;
  • the person who is alleged to have committed misconduct is innocent unless proved to be true;
  • be conducted in as timely a manner as the circumstances allow;
  • the investigator is to be competent and qualified;
  • act fairly and without bias and be independent of the person(s) about whom an allegation has been made;
  • make all reasonable inquiries or investigations before making a decision;
  • investigation results based on facts and not opinion.

SAPL will ensure appropriate confidentiality is maintained in the disclosure handling and investigation process, and that appropriate records and documentation for each step in the process are maintained.

The findings of an investigation will be documented and reported to SAPL’s Whistleblower Protection Officers and appropriate Managing Director / Board of Directors and Suzuki Motor Corporation (SMC), subject to the considerations of privacy and confidentiality, with the confines of the law.

HOW FAIR TREATMENT IS PROVIDED TO ALL (INCLUDING THE DISCLOSER AND THE SUBJECT OF THE DISCLOSURE):

Investigations will be conducted promptly and fairly with due regard for the nature of the allegation and the rights of the people involved in the investigation. SAPL recognises the importance of balancing the rights of the Eligible Whistleblower and the rights of people against whom a report is made in ensuring fairness.

SAPL will ensure that, provided the claim was not submitted anonymously, the Eligible Whistleblower is kept informed of the progress and outcomes of the investigation of their allegation(s). This will be subject to the considerations of privacy of those against whom allegations are made, and considerations of confidentiality affecting SAPL.

Provided there are no restrictions or other reasonable bases for doing so, people against whom an allegation has been made will be informed of the allegation and will have an opportunity to respond to any allegation. That is, SAPL will take steps to ensure fair treatment of any person who is the subject of the Disclosable Matter report as well as the Eligible Whistleblower.

To ensure fair treatment of individuals mentioned in a disclosure, SAPL will, where applicable:

  • handle disclosures confidentially, when it is practical and appropriate;
  • ensure every disclosure is assessed as to whether it should be investigated;
  • make it the clear objective of any investigation to determine whether there is enough evidence to substantiate or refute the matters reported;
  • ensure any investigation is objective, fair and independent;
  • ensure that any employee who is the subject of a disclosure will be advised about the subject matter of the disclosure as and when required by principles of natural justice and procedural fairness and prior to any actions being taken; and
  • ensure that any such employee has access to support services (e.g. counselling).

HOW OUR COMPANY MAKES THIS POLICY EASILY ACCESSIBLE:

This policy is available on the SAPL Intranet and on the SAPL Internet website, and referred to where relevant by means including awareness training.

IF YOU HAVE ANY QUESTIONS:

For any questions about this policy or making a whistleblower report or disclosure, please contact the nominated SAPL Whistleblower Protection Officer(s) (“WPO”) of:

Download Whistleblower Form