Whistle-blower Policy

Policy Statement: Tropic Distributors Pty Ltd, Regan Holdings Pty Ltd, WVW Holdings Pty Ltd; Ayr Basin Fuels Pty Ltd (together, the Companies and collectively, we, us our) are committed to operating within and promoting the highest standards of integrity and ethical behaviour.

The Companies do not tolerate misconduct or dishonest or illegal activities, or reprisals against those that come forward to disclose such conduct or activities. The Companies encourage disclosure and will support whistle-blowers, including by protecting them, as outlined in this policy. The contents of this policy are derived from Part 9.4AAA (Protection for Whistle-blowers) of the Corporations Act (Cth) 2001 (the “Act”). 

This policy will be reviewed periodically as required and may be amended from time to time.

Purpose:

The purpose of this policy is to provide information about:

1. To whom disclosures that qualify for protection may be made, and how they may be made.
2. How we will investigate disclosures that qualify for protection.
3. The protections available to whistle-blowers.
4. How we will support whistle-blowers and protect them from detriment.
5. How we will ensure fair treatment of employees who are mentioned in disclosures that qualify for protection.
6. How the policy will be made available to the Companies’ officers and employees.

Scope

What is a whistle-blower?

In general, a whistle-blower is an insider within, or close to, an organisation that reports misconduct or dishonest or illegal activity within an organisation.

Who qualifies as a “whistle-blower”?

An individual is eligible for protection under this policy if that individual is, or has been, any of the following:

1. an employee of any of the Companies;
2. an individual, or an employee of a person, that supplies services or goods to the Companies (whether paid or unpaid);
3. an individual who is an associate of any of the Companies;
4. a relative of an individual referred to in paragraphs (a) to (c) above; or
5. a dependent of an individual referred to in paragraphs (a) to (c) above, or of such individual’s spousPe.

 Responsibility: All staff.

What is a disclosable matter?

A protected disclosure is any disclosure of information by a whistle-blower that has reasonable grounds to suspect the information concerns misconduct, or an improper state of affairs or circumstances in relation to the Companies or any of them.

This may include (but is not limited to) a disclosure of information if the whistle-blower has reasonable grounds to suspect that the Companies or an officer or employee of the Companies has engaged in conduct that:

1. constitutes an offence against or a contravention of a provision of the Corporations Act 2001 or the ASIC Act 2001;
2. constitutes an offence against any other law of the Commonwealth that is punishable by imprisonment for a period of 12 months or more; or
3. represents a danger to the public or the financial system.

What is not a disclosable matter?

A disclosable matter does not include disclosure of information that concerns a personal work-related grievance of the whistle-blower and is not protected under the Corporations Act 2001. A personal work-related grievance is defined as “a grievance about any matter in relation to the discloser’s employment, or former employment, having (or tending to have) implications for the discloser personally” and the information “does not have significant implications for the company”.

What constitutes “detriment”?

Detriment means any damage arising from a reprisal against a whistle-blower, including (without limitation) the following:

1. if the whistle-blower is an employee of the Companies:
   1. dismissal;
   2. injury in his or her employment;
   3. alteration of duties to his or her disadvantage; or
   4. discrimination between the whistle-blower and other employees of the same employer;
2. harassment or intimidation;
3. harm or injury, including psychological harm;
4. damage to property;
5. damage to reputation;
6. damage to business or financial position; or
7. any other damage.

What types of disclosures qualify for protection?

The following are the primary types of disclosures that qualify for protection under the Australian Whistle-blower Regime:

1. Disclosures to eligible recipients: Disclosures of a disclosable matter made by an eligible whistle-blower in relation to the Companies to an eligible recipient.
2. Disclosures to regulators: Disclosures of a disclosable matter made by an eligible whistle-blower in relation to the Companies to ASIC, APRA, or a prescribed Commonwealth authority.
3. Disclosures to legal practitioner: Disclosures made by an individual to a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to the Australian Whistle-blower Regime.

Pursuant to section 1317AAD of the Act, there are two additional categories of disclosures called Public interest disclosures and Emergency disclosures. However, these qualify for protection only if the individual complies with all of the strict requirements as outlined below:

Public interest disclosure - In relation to a public interest disclosure, protections are only available if the following are complied with:

1. the discloser has previously made a disclosure that qualifies for protection to ASIC, APRA or a prescribed Commonwealth authority;
2. at least 90 days have passed since the previous disclosure was made;
3. the discloser does not have reasonable grounds to believe that action is being, or has been, taken to address the previous disclosure;
4. the discloser has reasonable grounds to believe that making a public interest disclosure would be in the public interest;
5. after 90 days have passed, the discloser has given written notice to the body to which the previous disclosure was made that includes sufficient information to identify the previous disclosure and states that the discloser intends to make a public interest disclosure;
6. the disclosure is made to a journalist (as defined in the Corporations Act 2001) or a member of Parliament of the Commonwealth or the Parliament of the State; and
7. the extent of information disclosed to the journalist or member of Parliament is no greater than is necessary to inform the recipient of the matter that was the subject of the previous disclosure.

Emergency disclosure - In relation to an emergency disclosure, protections are only available if the following are complied with:

1. the discloser has previously made a disclosure that qualifies for protection to ASIC, APRA or a prescribed Commonwealth authority;
2. the discloser has reasonable grounds to believe that the information concerns a substantial and imminent danger to the health and safety of one or more persons, or to the natural environment;
3. the discloser has given written notice to the body to which the previous disclosure was made that includes sufficient information to identify the previous disclosure and states that the discloser intends to make an emergency disclosure;
4. the disclosure is made to a journalist (as defined in the Corporations Act) a member of Parliament of the Commonwealth or the Parliament of the State; and
5. the extent of the information disclosed to the journalist or member of Parliament in the emergency disclosure is no greater than is necessary to inform the recipient of the emergency disclosure of the substantial and imminent danger.

Actions

Making disclosures

Disclosures can be made verbally or in writing to the people and through the channels listed in the below. Supporting evidence is desirable, though if this is not available, the whistle-blower must at the very least confirm:

1. the suspect’s details;
2. the nature of the alleged conduct; and
3. when and where the alleged conduct occurred.

All whistle-blowers who disclose their identity while making a protected disclosure will be afforded confidentiality protections in respect to their identity as outlined in the next section.

Under the Australian Whistle-blower Regime, disclosures may be made on an anonymous basis. However, anonymous disclosures may not be dealt with as effectively as direct reports to an eligible recipient within the Companies as we will be unable to obtain additional information from an anonymous whistle-blower.

Who To Contact and How To Contact

Any officer of the Companies, but in particular people in the following positions:

Contact person:	How to Contact:
·       the Director and Secretary of the Companies or any of them. ·       The CEO of WVW Holdings Pty Ltd. ·       The Chief Financial Officer of WVW Holdings Pty Ltd. ·       The Chief Compliance Officer of WVW Holdings Pty Ltd. ·       The Distribution Business Manager of WVW Holdings Pty Ltd.	Email, phone or directly speak to them.
·       An auditor engaged by the Companies (or a member of an audit team conducting an audit)	Email, phone or directly speak to them.
·       The Australian Securities & Investments Commission ·       A legal practitioner for the purpose of obtaining legal advice or representation under Part 9.4AAA of the Corporations Act 2001	Via http://www.asic.gov.au/complain

Investigating disclosures

Upon receiving a disclosure that qualifies for protection under this policy, the Companies will take the following steps to investigate the disclosure. In doing so, the Companies must keep the whistle-blower’s identity confidential as per the conditions under the sub-heading entitled Making Disclosures (above).

1. The Director of one of the Companies, the CEO or an appointed representative of the CEO will promptly carry out an initial review of the disclosure. A disclosure should not be reviewed or investigated by any other individual, unless the disclosure concerns these people, in which case the investigation will be conducted by another appropriate senior manager within the Companies.
2. After the initial review and a determination that the disclosure warrants additional investigation, the reviewer will engage the appropriate law enforcement officials or an external investigator where deemed appropriate. Internal or external legal representatives will be involved in the process if necessary or required.
3. After a disclosure is made:
   1. if deemed necessary, immediate action will be taken to prevent alteration or destruction of any relevant records. Such actions may include (but are not limited to); removing relevant records and placing them in a secure location, limiting access to the location where the records currently exist, and preventing the suspect from accessing online or paper-based records.
   2. If the allegation is substantiated by the investigation:
      1. the wrongdoer will be subject to appropriate disciplinary action in proportion to the misconduct, including dismissal if necessary, by the appropriate level of management.
      2. The Companies will take all reasonable steps to recover any loss from the wrongdoer, which may include commencing legal proceedings.

Support and protection from detriment and threats

The Companies will ensure that the whistle-blower is protected and supported. All personnel are to feel supported and able to raise issues which relate to any misconduct or improper state of affairs or circumstances within the Companies. These measures will include:

• Flexibility of work practices as necessary.
• Paid access to other legal services as required and where relevant.
• Paid access to psychological services as needed.

The Companies will not engage in conduct that causes a whistle-blower detriment (as described under the subheading What constitutes “detriment”?” above). In particular, the Companies will not subject the whistle-blower to civil, criminal or administrative liability (including disciplinary action) for making a disclosure and will not enforce any contractual remedy, such as dismissal, against the whistle-blower.