Anti-Bribery and Corruption Policy (Australia)

An Australian Whistleblower Policy is a formal document that explains to employees, officers, contractors, and other eligible persons how they can report suspected misconduct or wrongdoing, and what legal protections apply to them when they do. The policy is required by law for certain companies and must set out the key features of the whistleblower protection regime established under Part 9.4AAA of the Corporations Act 2001 (Cth). The whistleblower protection reforms in the Corporations Act 2001 (Cth) commenced on 1 July 2019, significantly expanding the protections available to whistleblowers in the corporate sector. Under s 1317AI, public companies, large proprietary companies, and proprietary companies that are trustees of registrable superannuation entities must have a whistleblower policy. The policy must be made available to officers and employees of the company. Failure to have a compliant policy is an offence attracting a civil penalty. The regime defines an 'eligible whistleblower' broadly under s 1317AA to include current and former employees, officers, contractors, suppliers, associates of the company, and their relatives or dependants. This wide definition ensures that those with genuine knowledge of misconduct — including former employees and supply chain workers — can come forward and receive protection. A disclosure qualifies for protection under s 1317AA(1) if the eligible whistleblower has reasonable grounds to suspect that the information concerns misconduct, or an improper state of affairs or circumstances, in relation to the company or a related body corporate. This includes suspected contraventions of the Corporations Act or the ASIC Act 2001 (Cth), conduct representing a danger to the public or the financial system, and tax-related misconduct under the Taxation Administration Act 1953 (Cth). The key protections afforded to eligible whistleblowers who make qualifying disclosures include: confidentiality protection under s 1317AAE, making it a criminal offence to disclose the identity of a whistleblower without their consent; protection from detriment under s 1317AD, prohibiting dismissal, demotion, harassment, discrimination, or any other adverse action because of a disclosure; civil and criminal immunity under s 1317AB, meaning a whistleblower cannot be sued or prosecuted in respect of their disclosure; and compensation rights under s 1317AE for any loss, damage, or injury suffered as a result of unlawful detriment. The whistleblower policy must, under s 1317AI(3), include information about: the protections available to whistleblowers; the disclosures to which those protections apply; how disclosures can be made; how the company will support and protect whistleblowers, including confidentiality measures; how the company will investigate disclosures; how the company will ensure fair treatment of employees mentioned in disclosures; and how the policy will be made available to officers and employees. In addition to the Corporations Act regime, whistleblower protections for tax-related disclosures are provided under ss 14ZZC to 14ZZE of the Taxation Administration Act 1953 (Cth), administered by the Australian Taxation Office. The Public Interest Disclosure Act 2013 (Cth) also provides a parallel regime for public sector whistleblowers. Best-practice whistleblower programs include independent external hotlines to allow anonymous reporting, regular training for managers and the Whistleblower Protection Officer on handling disclosures, clear procedures for managing conflicts of interest in investigations, and regular Board-level reporting on whistleblower disclosures. ASIC has published regulatory guidance (RG 270) providing detailed guidance on implementing whistleblower policies in practice. This Whistleblower Policy template covers all mandatory elements required by s 1317AI of the Corporations Act 2001 (Cth), including eligible whistleblowers and disclosures, protections from detriment and breach of confidentiality, how to make a disclosure to internal and external recipients, the investigation process, fair treatment obligations, and Board authorisation.

Create a Board Corporate Governance Policy for an Australian company aligned with the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (4th edition, 2019) and the director duty provisions in ss 180-184 of the Corporations Act 2001 (Cth). This policy establishes the governance framework for the board of directors, covering board composition and independence, director duties and conduct, board committees, integrity and disclosure policies, and risk management. Corporate governance refers to the systems, policies, and processes by which a company is directed and controlled. Good corporate governance builds investor confidence, reduces the risk of misconduct, and supports long-term value creation. In Australia, the primary governance framework for listed companies is the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (4th edition, 2019) ('ASX CGC Principles'), which sets out eight principles: laying solid foundations for management and oversight; structuring the board to be effective and add value; instilling a culture of acting lawfully, ethically, and responsibly; safeguarding the integrity of corporate reporting; making timely and balanced disclosure; respecting the rights of security holders; recognising and managing risk; and remunerating fairly and responsibly. Compliance with the ASX CGC Principles is on an 'if not, why not' basis — listed entities are required by ASX Listing Rule 4.10.3 to include a corporate governance statement in their Annual Report disclosing the extent to which they have followed the Recommendations, and explaining any departures from them. Proprietary companies are not subject to the ASX CGC Principles, but many adopt similar frameworks voluntarily as a matter of governance best practice. The director duty provisions in ss 180-184 of the Corporations Act 2001 (Cth) form the statutory backbone of Australian corporate governance. Section 180 imposes a duty of care and diligence, including a business judgment rule (s 180(2)) that protects directors who make good-faith, informed business decisions. Section 181 requires directors to act in good faith in the best interests of the company and for a proper purpose. Sections 182 and 183 prohibit directors from improperly using their position or information obtained as a director to gain an advantage or cause detriment to the company. Section 184 makes dishonest breaches of these duties a criminal offence. Civil penalties for breaches of ss 180-184 can be as high as AUD $1,565,000 per contravention, and courts may also disqualify directors from managing corporations. This policy covers the establishment and terms of reference of board committees — including the Audit and Risk Committee (ASX CGC Recommendation 4.1), the Remuneration Committee (ASX CGC Recommendation 8.1), and the Nomination Committee (ASX CGC Recommendation 2.1). It also addresses the code of conduct, whistleblower protections under Part 9.4AAA of the Corporations Act (as inserted by the Treasury Laws Amendment (Enhancing Whistleblower Protections) Act 2019 (Cth)), continuous disclosure obligations under s 674 of the Corporations Act and ASX Listing Rule 3.1, and the board-level risk management framework under ASX CGC Principle 7. This Corporate Governance Policy template is suitable for ASX-listed companies, unlisted public companies, and large proprietary companies seeking to adopt a comprehensive governance framework. It is designed to be reviewed annually by the board and disclosed publicly in the company's Annual Report and corporate governance statement. The 2024 mandatory climate-related financial disclosure reforms under the Treasury Laws Amendment (Financial Market Infrastructure and Other Measures) Act 2024 (Cth) introduce phased requirements for large companies to disclose climate-related risks and opportunities in accordance with the Australian Sustainability Reporting Standards (ASRS) issued by the Australian Accounting Standards Board (AASB). The first tranche of entities — those with consolidated revenue of AUD $500 million or more, or 500 or more employees — must begin mandatory climate disclosures for financial years commencing on or after 1 January 2025. A Corporate Governance Policy for entities in scope should address board oversight of climate-related risks and the integration of sustainability considerations into the company's risk management framework.

An Australian Modern Slavery Statement is a mandatory annual disclosure document required from large entities under the Modern Slavery Act 2018 (Cth). It sets out how the entity identifies and addresses the risk of modern slavery in its operations and supply chains, and must be approved by the entity's principal governing body and signed by a responsible member before submission to the Australian Government's Modern Slavery Statements Register. The Modern Slavery Act 2018 (Cth) came into force on 1 January 2019. Under s 5, an entity is a 'reporting entity' if it is an Australian entity or a foreign entity that carries on business in Australia, and has an annual consolidated revenue of at least $100 million. Reporting entities must prepare an annual modern slavery statement covering seven mandatory criteria set out in s 16(1) of the Act. The seven mandatory criteria require the statement to: (a) identify the reporting entity; (b) describe the entity's structure, operations, and supply chains; (c) describe the risks of modern slavery practices in the entity's operations and supply chains, including its owned and controlled entities and its supply chain partners; (d) describe the actions taken by the entity and its owned or controlled entities to assess and address those risks, including due diligence and remediation processes; (e) describe how the entity assesses the effectiveness of its actions; (f) describe the process of consultation with any entities the reporting entity owns or controls; and (g) provide any other information that the entity considers relevant. Under s 16(2), the statement must be approved by the principal governing body of the reporting entity — such as the Board of Directors — and signed by a responsible member of that body. A responsible member is defined as a director of a company, a member of the governing body, or a principal executive officer of the entity. Statements must be submitted to the Australian Government's Modern Slavery Statements Register (administered by the Department of Home Affairs) within six months after the end of the entity's reporting period, per s 14 of the Act. The Register is publicly accessible, meaning statements are available to investors, customers, NGOs, and the media. Modern slavery encompasses a range of serious exploitative practices defined in s 4 of the Act, including: slavery; servitude; forced marriage; forced labour; debt bondage; deceptive recruiting for labour or services; human trafficking; and the worst forms of child labour as defined under the International Labour Organization's Convention 182. These practices often occur in global supply chains in sectors such as manufacturing, agriculture, garments, electronics, and construction, as well as through the use of labour-hire agencies and contract labour. While the Act focuses on transparency and disclosure rather than imposing direct penalties for modern slavery in supply chains, the Australian Border Force (ABF) and the Department of Home Affairs may publish a statement of non-compliance for entities that fail to submit a compliant statement. The reputational, investor, and commercial consequences of non-compliance or poor disclosure are significant. Beyond the legal minimum, best-practice modern slavery governance includes conducting supply chain mapping to identify high-risk tiers and geographies, implementing a Supplier Code of Conduct with enforceable modern slavery provisions, conducting supplier audits and assessments, establishing confidential worker grievance mechanisms accessible to overseas supply chain workers, providing training to procurement teams, and engaging with industry initiatives such as the Responsible Business Alliance or Sedex. This Modern Slavery Statement template covers all seven mandatory criteria under s 16(1) of the Modern Slavery Act 2018 (Cth), including entity identification, structure and supply chain description, risk identification, actions taken, effectiveness assessment, consultation, and Board sign-off. It is suitable for large Australian entities and foreign entities with significant Australian operations required to report under the Act.

An Australian Anti-Discrimination and Diversity Policy is a formal workplace document that sets out an employer's commitment to preventing discrimination, harassment, victimisation, and vilification in the workplace, and to fostering a culture of inclusion and equal opportunity. It reflects obligations imposed on Australian employers by an interlocking framework of Commonwealth and state and territory anti-discrimination legislation, and articulates the practical steps the organisation will take to comply with those obligations. The principal Commonwealth laws governing workplace discrimination are the Age Discrimination Act 2004 (Cth), the Disability Discrimination Act 1992 (Cth), the Racial Discrimination Act 1975 (Cth), the Sex Discrimination Act 1984 (Cth), and the Australian Human Rights Commission Act 1986 (Cth). Together these Acts prohibit direct and indirect discrimination in employment on the grounds of age, disability, race, colour, national or ethnic origin, sex, pregnancy, marital or relationship status, sexual orientation, gender identity, intersex status, and family responsibilities, among others. The Fair Work Act 2009 (Cth) s 351 provides a separate avenue of protection under the general protections provisions, prohibiting adverse action against an employee because of any of those attributes. A landmark development occurred on 12 December 2022 when the Anti-Discrimination and Human Rights Legislation Amendment (Respect@Work) Act 2022 (Cth) commenced, inserting s 47C into the Sex Discrimination Act 1984 (Cth). Section 47C imposes a positive duty on employers to take reasonable and proportionate measures to eliminate, as far as possible, sexual harassment, sex-based harassment, discrimination on the ground of sex, and conduct that creates a hostile workplace environment on the ground of sex. The Australian Human Rights Commission (AHRC) has been given enforcement powers in relation to this positive duty and has published a compliance framework identifying seven key standards against which employer conduct will be assessed: leadership, culture, knowledge, risk management, support, reporting and response, and monitoring, evaluation, and transparency. Every state and territory also has its own anti-discrimination legislation that applies to conduct occurring within that jurisdiction. These Acts extend protection to additional grounds such as sexual orientation and gender identity (in jurisdictions not yet covered by Commonwealth law), religious belief, political opinion, and criminal record, and may also govern areas beyond employment. Relevant state Acts include the Anti-Discrimination Act 1977 (NSW), Equal Opportunity Act 2010 (Vic), Anti-Discrimination Act 1991 (Qld), Equal Opportunity Act 1984 (WA), Equal Opportunity Act 1984 (SA), Anti-Discrimination Act 1998 (Tas), Discrimination Act 1991 (ACT), and Anti-Discrimination Act 1996 (NT). A well-drafted Anti-Discrimination and Diversity Policy helps employers demonstrate compliance with both the reactive obligations under these Acts (responding appropriately to complaints) and the proactive positive duty under s 47C of the Sex Discrimination Act 1984 (Cth). It also helps protect the organisation from vicarious liability: under ss 106 and 107 of the Sex Discrimination Act 1984 (Cth) and equivalent provisions in other Acts, an employer will be vicariously liable for the discriminatory or harassing acts of its employees unless the employer can show it took all reasonable steps to prevent the conduct. This policy is suitable for businesses of all sizes in all industries operating in any Australian state or territory. It should be communicated to all workers upon commencement and following any update, supported by regular training, and reviewed at least annually.