1. INTRODUCTION AND PURPOSE

1.1 Racing Victoria Limited (Racing Victoria) and its wholly owned subsidiaries (collectively referred to as the RV Group) are committed to the highest standards of   transparency, integrity, accountability, and ethical behaviour.

1.2 This Whistleblower Policy (Policy) seeks to encourage the reporting of any suspected misconduct or any dishonest, illegal, or inappropriate behaviour, which Racing Victoria views as critical to ensuring it continues to uphold its values.

1.3 The RV Group strongly promotes a culture of speaking up where there is suspicion of or known concern under this Policy. 

2. OBJECTIVES

The objectives of this Policy include to:

2.1 Encourage Eligible Whistleblowers (defined in clause 5.7) to disclose any reasonably held concerns of suspected or actual misconduct or an improper state of affairs or circumstances at the RV Group;

2.2 Provide information about the protections available to Eligible Whistleblowers who disclose allegations of misconduct or dishonest or illegal activity;

2.3 Provide an assurance of confidentiality; and

2.4 Detail the framework and procedures for reporting and investigating such disclosures.

3. COMPLIANCE WITH THIS POLICY

3.1 An Eligible Whistleblower may report Disclosable Information by complying with this policy.  

3.2 This policy sets out the process for reporting concerns and also provides information about the support and protections that persons may be eligible to access when making a report of Disclosable Information (as defined below).

3.3 A person reporting under this policy may also make a disclosure under the Whistleblower Laws.  This policy summarises the qualifying criteria for a disclosure under the Whistleblower Laws, but we recommend persons seek independent legal advice before making a disclosure under the Whistleblower Laws.

4. WHO IS AN ELIGIBLE WHISTLEBLOWER?

4.1 Current or former RV Group Officers, Employees, contractors (including employees of contractors), suppliers (see footnote 1) and Associates of the RV Group, or their current or former relatives or dependents, including a spouse or former spouse (Eligible Whistleblower(s)) may report Disclosable Information by complying with this Policy.

4.2 This Policy does not apply to Industry Participants who are not otherwise Eligible Whistleblowers.  The RV Group strongly encourages Industry Participants to report any wrongdoing or other misconduct through the ‘Report a Concern’ portal available to Industry Participants on the Racing Victoria website and any criminal conduct should be reported to Victoria Police.

What is ‘Disclosable Information’?

4.3 Disclosable Information is information which the discloser has reasonable grounds to suspect:

a. concerns misconduct or an improper state of affairs or circumstances in the RV Group (for example, fraud, corruption, bribery, theft, conflicts of interest, negligence); 
b. involves Disclosable Conduct; or
c. may assist the RV Group in performing functions or duties in relation to its tax affairs,

and does not usually relate to a Personal Work-Related Grievance.

4.4 Disclosable Conduct is conduct that:

a. represents a danger to the public or the financial system; 
b. constitutes an offence against any Commonwealth legislation punishable by imprisonment for a period of 12 months or more (for example, terrorism, property offences, fraud, slavery or human trafficking); 
c. constitutes an offence or contravention of Relevant Legislation (for example, not filing ASIC returns, misleading statements to investors, failure to disclose information, tax fraud, cartel conduct, misuse of market power); or
d. other conduct that may prescribed by regulations to be disclosable information.

4.5 A Whistleblower must have reasonable grounds to suspect that there is Disclosable Information.  This means there must be some supporting information for the suspicion.  

4.6 Reports must not contain information that is known to be untrue.  If a Whistleblower has reasonable grounds and the Whistleblower’s concern later turns out to be incorrect the Whistleblower may still be entitled to the protections under this policy and, if it is a protected disclosure, under the Whistleblower Laws.

4.7 Disclosable Information usually relates to conduct of persons performing work for the RV Group but can also relate to conduct of third parties, such as customers, suppliers or service providers.

What is NOT Disclosable Information?

4.8 This Policy does not apply to disclosures that relate solely to a Personal Work-related Grievance.  Personal Work-Related Grievances means a grievance about any matter relating to the discloser’s employment or former employment which has or tends to have implications for the discloser personally, including (without limitation):

a. interpersonal conflict between a discloser and another employee; 
b. decisions relating to the engagement, transfer or promotion of the discloser;
c. decisions relating to the terms and conditions of engagement of the discloser; or
d. decisions relating to the disciplinary treatment, suspension or termination of engagement of the discloser.

4.9 Personal Work-related Grievances should be reported in accordance with the RV Grievance and Disputes Policy. 

5. DEFINITIONS

In this Policy, the following words or phrases mean:

5.1 Associate has the same meaning as defined in the Corporations Act.  Racing Victoria interprets this to mean a Director or Secretary of Racing Victoria or any other entity in the RV Group, or a Director or Secretary of a related body corporate of Racing Victoria, as defined under s 50 of the Corporations Act.

5.2 Committee means the Whistleblowers Committee, made up of Senior Managers and the WRO of Racing Victoria.

5.3 Corporations Act means the Corporations Act 2001 (Cth).

5.4 Emergency Disclosure means a Protected Disclosure made to a Regulator that meets the criteria under the Corporations Act, and this Policy (Annexure C).

5.5 Employee means full-time, part-time, and casual employees of Racing Victoria and its subsidiaries.

5.6 Eligible Recipient means a person authorised under Whistleblower Laws to receive a Protected Disclosure. It includes:

(i) Officers or Senior Managers;
(ii) the Whistleblower Reporting Officer (WRO);
(iii) the Whistleblower Committee; 
(iv) the RV Group External Whistleblower Service; 
(v) for financial matters, the RV Group external auditor; 
(vi) other regulatory bodies or permitted external parties; or
(vii) any person authorised by RV to receive disclosures that qualify for protection.

5.7 Eligible Whistleblower means an individual who is or has been any of the following:

(i) an Officer of the RV Group;
(ii) an employee of the RV Group;
(iii) a supplier, being an individual who supplies services or goods to the RV Group (whether paid or unpaid);
(iv) an employee of a supplier of services or goods to the RV Group (whether paid or unpaid);
(v) an individual who is an Associate of the RV Group;
(vi) a relative of any of the persons listed in (i) – (v) above;
(vii) a dependant of an individual referred to in any (i) to (vi), or a dependant of that individual’s spouse;
(viii) an individual prescribed by the Corporations Regulations 2001 (Cth).

5.8 Officer is defined in the Corporations Act 2001 (Cth) (See footnote 2). Racing Victoria has taken this to mean a member of the RV Board, including the Company Secretary, or related company.

5.9 Industry Participants means persons who are licensed or registered by RV in its capacity as regulator of Victorian Thoroughbred Racing under the Racing Act 1958 (Vic).

5.10 Other Eligible Recipients may be an Officer or Executive (Senior Manager) of the RV Group, any person authorised by the RV Group to receive disclosures that qualify for protection or for financial matters, the RV Group external auditor. 

5.11 Protected Disclosure means a report relating to Disclosable Information made by an Eligible Whistleblower to an Eligible Recipient.

5.12 Public Interest Disclosure means a disclosure of information by an individual that would be in the public interest in accordance with the Corporations Act and Annexure C of this Policy.

5.13 Relevant Legislation means the following Commonwealth laws:

a. the Australian Securities and Investments Commission Act 2001 (Cth);
b. the Banking Act 1959 (Cth);
c. the Corporations Act 2001 (Cth);
d. the Financial Sector (Collection of Data) Act 2001 (Cth);
e. the Insurance Act 1973 (Cth);
f. the Life Insurance Act 1995 (Cth);
g. the National Consumer Credit Protection Act 2009 (Cth);
h. the Superannuation Industry (Supervision) Act 1993 (Cth); 
i. the Taxation Administration Act 1953 (Cth); and
j. an instrument made under any of the above Acts.

5.14 Regulator includes:

a. the Australian Securities and Investments Commission (ASIC);
b. the Australian Prudential Regulation Authority (APRA);
c. a member of the Australian Federal Police (AFP); and
d. a Commonwealth or State or Territory authority.

5.15 Senior Manager is defined in the Corporations Act as ‘any person 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 significantly affect the organisation’s financial standing’. Racing Victoria defines a Senior Manager as an Executive or above.

5.16 Whistleblower Laws mean the Corporations Act and the Taxation Administration Act 1953 (Cth).

5.17 Whistleblower Reporting Officer (WRO) means the General Manager Risk and Safety or delegate.

6. PROTECTIONS FOR WHISTLEBLOWERS

6.1 If a Whistleblower makes a report relating to Disclosable Information under this policy, the Whistleblower may be eligible for protection under the Whistleblower Laws.  This policy summarises the key protections and immunities under the Whistleblower Laws however the RV Group encourages all persons to seek independent legal advice.

6.2 The Whistleblower may have rights to compensation for loss, damage or injury and other remedies under the Whistleblower Laws if the Whistleblower’s identity has been disclosed or where the Whistleblower has been subject to Detrimental Treatment.

Protection from Detrimental Treatment

6.3 Detrimental Treatment includes:

(i) dismissal of an employee or alteration of an employee’s position or duties to his or her disadvantage;
(ii) injury of an employee in his or her employment;
(iii) discrimination between an employee and other employees of the same employer;
(iv) harassment, intimidation, harm or injury, including psychological harm;
(v) damage to a person’s property, reputation, business or financial position; or
(vi) any other damage to a person.

6.4 Detrimental Treatment is not: 

a. administrative action taken by the Company that is reasonable to protect a Whistleblower from detriment (for example, moving a Whistleblower to another work location); or 
b. reasonable management action regarding a Whistleblower’s unsatisfactory work performance or conduct.

6.5 A Whistleblower’s immunities under Whistleblower Laws may include:

a. not being subject to any civil, criminal or administrative liability;
b. not having any contractual or other remedy or right enforced against the Whistleblower on the basis of the disclosure;
c. the report of Disclosable Information not being admissible in evidence against the Whistleblower in criminal proceedings or proceedings for the imposition of a penalty (except in in respect of disclosures of false information).

Protection of an Eligible Whistleblower’s identity and confidentiality

6.6 A person may make disclosures anonymously and still be protected under Whistleblower Laws.  Where an anonymous disclosure is made, investigations may be more difficult to undertake.

6.7 All Protected Disclosures will be treated confidentially and stored securely.

6.8 If you make a Protected Disclosure, your identity will not be disclosed unless:

a. you consent to the disclosure;
b. the disclosure is made to ASIC, APRA, the Commissioner of Taxation (if tax-related), the Australian Federal Police or other prescribed body in accordance with the Whistleblower Laws;
c. the disclosure is made to a legal practitioner for the purposes of the RV Group obtaining legal advice or representation in accordance with the Whistleblower Laws; 
d. a court or tribunal finds it is necessary in the interests of justice; or 
e. where the disclosure is otherwise required or permitted by law.

6.9 The RV Group will endeavour to not disclose information that is likely to lead to the identification of the Whistleblower unless:

a. it is permitted to disclose the Whistleblower’s identity (as above); or
b. where the disclosure of that information is reasonably necessary for the purposes of investigating the Disclosable Information and the RV Group takes all reasonable steps to reduce the risk that the Whistleblower will be identified as a consequence of the disclosure.

6.10 Where a person is approached and required to assist with the investigation, they must act in a timely manner, be discrete, and maintain confidentiality of all aspects of the investigation.

7. PROCEDURE TO MAKE A WHISTLEBLOWER DISCLOSURE

What information should be included when reporting Disclosable Information?

7.1 To assist in investigating the matter, the Protected Disclosure should include:

a. a description (as specific as possible) of the matter;
b. name of the person(s) involved;
c. relevant dates, times, and locations;
d. details of any relevant transactions;
e. copies of any relevant documents;
f. names of possible witnesses; 
g. any steps already taken to report or address the matter; and
h. expected outcomes.

7.2 The RV Group strongly encourages Eligible Whistleblowers to speak up as soon as practicable where there is a suspicion, or a known concern, to allow the RV Group to take immediate action.

Who must a Protected Disclosure be made to?

7.3 A Protected Disclosure must be disclosed to an Eligible Recipient in writing, in person or by phone via the contact details referred to in Annexure A.

The RV Group External Whistleblower Service

7.4 The RV Group has engaged an external independent whistleblowing service provider, Stopline Pty Ltd (Stopline), for anonymous and/or confidential disclosures in accordance with this Policy.

7.5 Disclosures may be made 24 hours a day, seven days a week.

Making a Protected Disclosure to a Regulatory Body or Permitted External Party

7.6 In the first instance, the RV Group encourages Eligible Whistleblowers to report disclosures internally to the RV Group Eligible Recipients or via Stopline.  This is so RV can investigate and take any necessary action as quickly as possible.

7.7 Eligible Whistleblowers may make a disclosure to a Regulator or Permitted External Parties (as applicable, refer to Annexure C).

7.8 Where a disclosure is made by an Eligible Whistleblower to a Regulator or Permitted External Party, the disclosure is a Protected Disclosure.

Public Interest and Emergency Disclosures

7.9 An Eligible Whistleblower may make a disclosure as a Public Interest and/or an Emergency Disclosure, provided they satisfy themselves that their disclosure meets the applicable criteria (refer to Annexure C).  

7.10 The RV Group encourages an Eligible Whistleblower to seek independent legal advice before making a disclosure under a Public Interest Disclosure or Emergency Disclosure.

8. RV GROUP RESPONSE TO A REPORTED DISCLOSURE

How will the RV Group handle a Protected Disclosure?

8.1 Where a disclosure is made, the WRO will review the matter and determine if it is Disclosable Information under this Policy.  

8.2 The WRO will notify the Committee of the matter.

8.3 Should the disclosure involve or create a conflict with any member of the Committee, that member of the Committee will be excluded from the process.

8.4 The Committee will review the nature of the Disclosable Information to determine if an investigator is required to be appointed to investigate the Disclosable Information. The investigator may be:

a. an employee of the RV Group; or
b. StopLine; or 
c. an external party.

8.5 The investigation process, where relevant will include: 

a. the collation of information relating to the allegation, as quickly as possible and where required take steps to protect or preserve documents, materials and equipment;
b. consideration of the information collected and draw conclusions objectively and impartially;
c. maintaining procedural fairness in the treatment of witnesses and the person who is the subject of the disclosure; and
d. making recommendations to the Committee.

Reporting on the investigations

8.6 When the investigator has finalised the investigation, they will provide a written report to the Committee. 

8.7 If the investigation concerns any member of the Committee, that member of the Committee will be excluded from the reporting of the investigation outcomes.

8.8 The report will not disclose information that identifies, or is likely to identify, the Eligible Whistleblower unless any of the exemptions under the Corporations Act, the Corporations Regulations or this Policy are met.

Finalisation of the Matter

8.9 If the Committee is satisfied that the investigation has found that conduct the subject of the disclosure has occurred, it will take appropriate action after reviewing the investigator’s recommendations and in consultation with People & Culture, which may include internal disciplinary proceedings or referral to an external agency.

9. SUPPORT FOR THE WHISTLEBLOWER

9.1 If an Eligible Whistleblower reports to the WRO any Detrimental Treatment taken by an employee or Officer of the RV Group as a result of making of a Protected Disclosure, the WRO will:

a. record details of the incident, advise that Eligible Whistleblower of their rights under this Policy and the Corporations Act; and 
b. report the matter to the Chief Executive Officer.

9.2 The RV Group further supports Eligible Whistleblowers by providing access to a confidential support and counselling service, the Employee Assistance Program (EAP).  Information on RV’s EAP is available via RV’s intranet, The Stable and the RDCM intranet.

10. BREACH OF THIS POLICY

A breach of this policy may constitute a breach of the Whistleblower Laws, the Code of Conduct, and/or policies and procedures of the RV Group and may result in disciplinary or other action. 

11. REVIEW AND APPROVAL

This Policy is reviewed annually and as required.  This may occur due to a change of operation, new legislative obligations, government recommendations or recommendations as a result of audits.

Where revisions are required, changes will be review by the relevant Senior Management Team member for recommendation to the Racing Victoria Board and the Racing.com Media Board for approval.

Once approved, a copy will be made available to Racing Victoria’s intranet (The Stable) and on the Racing.com Media intranet.

ANNEXURE A – ELIGIBLE RECIPIENT CONTACT INFORMATION

ANNEXURE B – PERMITTED EXTERNAL PARTIES

An Eligible Whistleblower may also make a disclosure to other external parties (as applicable), such as: 

a. the Australian Securities and Investment Commission (ASIC), the Australian Prudential Regulation Authority (APRA), or another prescribed Commonwealth authority (each a Regulator);
b. a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to the Whistleblower provisions under the Corporations Act or this Policy; or
c. a journalist or parliamentarian (see footnote 3).

A disclosure will be protected if it is made by an Eligible Whistleblower to an Eligible Recipient or Regulator or is a permitted external disclosure.  Where this occurs, the disclosure is a Protected Disclosure.

ANNEXURE C - PUBLIC INTEREST AND EMERGENCY DISCLOSURES

A Public Interest Disclosure to a journalist or parliamentarian will be a Protected Disclosure if:

a. the Eligible Whistleblower has previously made a Protected Disclosure to a Regulator that qualifies for protection (Previous Disclosure);
b. at least 90 days have passed since the Previous Disclosure was made;
c. the Eligible Whistleblower has reasonable grounds to believe that no action is being, or has been taken by the Regulator to address the matters in the Previous Disclosure;
d. the Eligible Whistleblower has reasonable grounds to believe that making a further disclosure of the information would be in the public interest;
e. after 90 days have passed since the Previous Disclosure, the Eligible Whistleblower provides written notification to the recipient of the Previous Disclosure that the Eligible Whistleblower intends to make a public interest disclosure and includes sufficient information to identify the Previous Disclosure; and
f. the disclosure to the journalist or parliamentarian includes no further information than is necessary to inform the journalist or parliamentarian of Disclosable Information as set out in the Previous Disclosure.

An Emergency disclosure of Disclosable Information to a journalist or parliamentarian will be a Protected Disclosure if:

a. the Eligible Whistleblower has made a Previous Disclosure;
b. the Eligible Whistleblower has reasonable grounds to believe that the information concerns a substantial and imminent danger to the health or safety of one or more persons or to the natural environment;
c. the Eligible Whistleblower provides written notification to the recipient of the Previous Disclosure that the Eligible Whistleblower intends to make an Emergency Disclosure and includes sufficient information to identify the Previous Disclosure; and
d. the disclosure to the journalist or parliamentarian includes no further information than is necessary to inform the journalist or parliamentarian of the substantial and imminent danger.

1. For the avoidance of doubt, the reference to a ‘supplier’ does not capture licensed Industry Participants.  Industry Participants may only be classified as a ‘supplier’ where they are contracted to supply goods and services to the Racing Victoria Group outside of their Licensed Industry Participant function.

2. CORPORATIONS ACT 2001 - SECT 9 Dictionary (austlii.edu.au)

3. Note that there are a number of qualifications to a disclosure to an external body (including a parliamentarian or a journalist). Accordingly, we strongly recommend that you seek independent legal advice prior to making an external disclosure, to ensure that you have the protection of the Corporations Act and that you are an Eligible Whistleblower making a Protected Disclosure to an Eligible Recipient.