Zarraffa’s Whistle-blower Protection Policy

1. Introduction

Zarraffa’s is committed to displaying the highest standards of conduct and ethics behind all of its business activities. Zarraffa’s promotes and supports a culture of honesty and integrity and partners this with its corporate compliance and corporate governance.

Zarraffa’s encourages the reporting of any instances of suspected misconduct or an improper state of affairs, which involves Zarraffa’s or its Employees. This policy has been designed to protect Workers who report conduct that they reasonably believe to be corrupt, illegal or unethical on a confidential basis, without fear of Victimisation, reprisal, dismissal or discriminatory treatment.

2. Purpose

The purpose of this policy is to purport the stance of Zarraffa’s towards Whistle-blower protection and define the framework for how a Worker can make a Disclosure and how any such Disclosures will be managed by Zarraffa’s.

The objective of this policy is to set out:

(a) how this policy will be made available to Officers and Workers;

(b) information about the protections available to Whistle-blowers;

(c) how Disclosures that qualify for protection may be made and to whom;

(d) how Zarraffa’s will support Whistle-blowers and protect them from detriment;

(e) how Zarraffa’s will investigate Disclosures that qualify for protection; and

(f) how Zarraffa’s will ensure Employees related to or mentioned in a Disclosure, that qualifies for protection, will be treated fairly.

Nothing in this policy is intended to alter the protections which may be available at law.

3. Application

This policy is applicable to currently engaged and former Workers of Zarraffa’s.

Where the policy states that Zarraffa’s must, or must not, carry out a particular action, the applicable Officer and/or Employee must take all reasonably necessary steps to ensure that Zarraffa’s carries out, or does not carry out, that particular action.

Zarraffa’s may take disciplinary action, up to and including termination of employment or engagement (as applicable), for any breach of this policy by a Worker.

4. Definitions

Act means the Corporations Act 2001 (Cth), as amended and/or varied or other such similar legislation which may apply from to time.

Detrimental Conduct means any conduct that causes determinant to a Worker. For the avoidance of doubt ‘detrimental conduct’ includes, but is not limited to, dismissal, demotion, harassment, discrimination, injury of an Employee in their employment, or any other damage to any person connected with making a Disclosure.

Disclosure means a disclosure of information about Reportable Conduct, from a Whistle-blower to a Disclosure Officer about Zarraffa’s.

Disclosure Officer means a person/s who is listed in item 7.2(a)(v) of this policy (as amended/nominated from time to time) who has been authorised to receive information of Reportable Conduct and is bound by the confidentiality associated with the position as required by the Act.

Eligible Recipient means a persons, entities or bodies who are listed in item 7.2 of this policy, as amended by Zarraffa’s or nominated by relevant legislation from time to time.

Emergency Disclosure has the same meaning as in the Act, as amended from time to time. At the time of drafting this policy “Emergency Disclosure” means:

(a) the Whistle-blower or discloser has previously made a Disclosure of the information that qualifies for protection; and

(b) the Whistle-blower has reasonable grounds to believe that the information concerns a substantial and imminent danger to the health and safety of one (1) or more persons or to the natural environment; and

(c) the Whistle-blower has provided the Eligible Recipient notice in writing that they are planning to make a Disclosure as an emergency and includes sufficient information to make reference to the original Disclosure; and

(d) the disclosure is made to a relevant authority (being a member of Parliament) or a Journalist, where the extent of the information is no greater than necessary to inform them of the substantial and imminent danger.

Employee means any person/s directly employed by Zarraffa’s.

External Recipient means a person/s who is listed in item 7.2(b) of this policy or nominated by relevant legislation from time to time.

Family Member means a relative, dependant or spouse of a Whistle-blower as nominated by the relevant legislation from time to time.

Internal Recipient means a person who is listed in item 7.2(a) of this policy or nominated by the relevant legislation from time to time.

Investigator means any person appointed by a Disclosure Officer or Internal Recipient to investigate a Disclosure.

Journalist means a person working in a professional capacity as a journalist for a newspaper, magazine, radio or television broadcasting service, or an electronic service that is operated on a commercial basis (e.g. news websites). For clarity, disclosures posted on Social Media or information provided to self-defined journalists (such as bloggers) are not protected by this policy.

Legal Practitioner means a person who has been admitted to the legal profession by a recognised governing body and holds a current practising certificate.

Officer has the same meaning as given in the Act from time to time.

Prescribed Legislation means the legislation as directed in Section 1317AA(5)(c) of the Act.

Public Interest Disclosure has the same meaning as in the Act, as amended from time to time. At the time of drafting this policy “Public Interest Disclosure” means:

(a) the Whistle-blower or discloser has previously made a Disclosure of the information that qualifies for protection; and

(b) at least 90 days have passed since the original Disclosure; and

(c) the Whistle-blower reasonably believes:

(i) no action is being taken to address the original Disclosure; and

(ii) making a further disclosure of information would be in the public interest; and

(d) the Whistle-blower has provided the Eligible Recipient notice in writing that they are planning to make a public interest disclosure and includes sufficient information to make reference to the original Disclosure; and

(e) the Disclosure is made to a relevant authority (being a member of Parliament) or a Journalist, where the extent of the information is no greater that necessary to inform them of the state of affairs or circumstances.

Reasonable Timeframe means the amount of time between first disclosure of Reportable Conduct and the maximum response time as prescribed by the relevant legislation.

Reportable Conduct means any conduct as described in item 7.1 of this policy or as otherwise described in the Act from time to time.

Supplier means a person or organisation engaged for the provision of goods and/or services directly to Zarraffa’s.

Victimisation means where a person engages in conduct that may cause threat or detriment to any other person in belief or suspicion that a person has made, may make, proposes to make or could make a Disclosure. Detriment may include any and all items that may be considered Workplace Bullying and Harassment as defined by Zarraffa’s internal policies and relevant legislation. This includes, but is not limited to, causing harm or injury to a person, including psychological harm, damage to a person’s property or reputation, intimidation or harassment, discrimination, disadvantage or adverse treatment in relation to a person’s employment or threats to the same effect.

Whistle-blower has the same meaning as “Eligible Whistleblower” as in the Act.

Worker means an Employee, Supplier, employees of a Supplier (paid or unpaid), Officer and associate of Zarraffa’s, and their Family Members.

Zarraffa’s means Zarraffa’s Coffee Group Pty Ltd (ACN 608 519 375) and its ‘related bodies corporate’ (as that term is defined and used in the Act).

5. Legislative Framework

(a) The Act; and

(b) Taxation Administration Act 1953 (Cth),

as amended from time to time.

6. Policy

6.1 Availability

Zarraffa’s will ensure that this policy is published on the Zarraffa’s official website and take reasonable steps to ensure (through induction procedures and regular training) that all Officers and Employees are:

(a) aware of, and understand this policy, and

(b) the types of incidents, behaviour or scenarios that are Reportable Conduct.

7. Disclosures Protected Under the Act

7.1 What can be disclosed?

A Worker may report a matter/s under this policy if they have reasonable grounds to suspect that the information concerns misconduct or an improper state of affairs, or circumstances, in relation to Zarraffa’s. The information may indicate that Zarraffa’s, or a Zarraffa’s’ Officer or Employee has engaged in conduct which:

(a) constitutes an offence against, or a contravention of, a provision of the Act or Prescribed Legislation. For example, dishonest, fraudulent or corrupt activity, or illegal activity (e.g. theft);

(b) constitutes an offence against other laws of the Commonwealth of Australia that are punishable by imprisonment for a period of 12 months or more;

(c) represents a danger to the public or the financial system; or

(d) as otherwise prescribed by the law (including any relevant regulation).

Reportable Conduct generally does not include “personal work-related grievances” that do not concern Victimisation (which involves detriment caused to, or a threat made to, a discloser). To clarify, “personal work-related grievances” are grievances that:

(a) relate to a person’s current or former employment, and have (or tend to have) implications for the discloser personally;

(b) do not have significant implications for Zarraffa’s; and

(c) do not concern conduct, or alleged conduct, referred to as Reportable Conduct above.

For example, a decision relating to the engagement or promotion of an Employee may be considered a personal work-related grievance.

7.2 Who can receive a Disclosure?

Zarraffa’s has implemented several channels for making a Disclosure if a Worker becomes aware of any issue or behaviour that is reasonably believed to be Reportable Conduct.

A Whistle-blower may disclose information of Reportable Conduct either:

(a) internally – to any of the following persons within Zarraffa’s (either in person or via email or phone to the person’s primary email address or phone number):

(i) an Officer or senior manager;

(ii) an auditor or member of an audit team conducting an audit of Zarraffa’s;

(iii) an actuary;

(iv) a department leader;

(v) any of the following Disclosure Officers:

(A) Executive Assistant – Brady Dennis – brady.dennis@zarraffas.com;

(B) Executive Assistant – Luke West – luke.west@zarraffas.com;

(C) Chief Executive Officer – Marnie Sheldon – marnie@zarraffas.com;

(D) General Manager – Jennifer Goodall – jen@zarraffas.com; or

(E) or any other person nominated by Zarraffa’s from time to time.

A department leader in receipt of a Disclosure must lodge the information to a Disclosure Officer within two (2) business days of receiving the Disclosure.

Disclosures by Workers who are not Employees of Zarraffa’s should be made:

(i) by post to c/- T3, 124 Distillery Road, EAGLEBY, QLD, 4207 (marked to the attention of a Disclosure Officer); or

(ii) via email to the Disclosure Officer’s email address as set out in item 2(a)(v) or such other email address as advised from time to time.

(b) externally – to any of the following:

(i) Australian Securities and Investments Commission (ASIC);

(ii) Australian Prudential Regulation Authority (APRA);

(iii) a Commonwealth authority prescribed by law; or

(iv) a Legal Practitioner for the purpose of obtaining legal advice or legal representation. Any costs associated with engaging a Legal Practitioner are solely the responsibility of the Whistle-blower.

If a Whistle-blower makes a Disclosure relating to Reportable Conduct to an Eligible Recipient or External Recipient, the person may qualify for protection under the Act.

7.3 Whistle-blower Confidentiality

A Whistle-blower’s identity is not required to be disclosed to the Disclosure Officers and can remain anonymous.

If a Whistle-blower identifies themselves, then the Disclosure Officers must not disclose:

(a) the identity of the Whistle-blower; or

(b) any information that might lead to the identification of the Whistle-blower.

The Disclosure Officers are required to take reasonable steps to ensure that the identity of any person who has made Disclosures to them is kept confidential during the course of any investigation, including information that is likely to lead to the identification of the Whistle-blower.

The Disclosure Officer is only permitted to disclose the identity of the Whistle-blower where the Disclosure is:

(a) made to ASIC;

(b) made to APRA;

(c) made to a member of the Australian Federal Police (AFP);

(d) made to a Legal Practitioner for the purpose of obtaining legal advice or representation;

(e) the Disclosure is made to someone else with the consent of the Whistle-blower; or

(f) is required as prescribed by the Act.

Please note a Disclosure Officer and/or an Investigator may disclose information provided that it is reasonably necessary to investigate the Disclosure and they have taken reasonable steps to reduce any risks that the Whistle-blower will be identified as a result of the disclosure.

7.4 Investigation of Reportable Conduct

Zarraffa’s will investigate all matters reported under this policy as soon as possible after a report is received by a Disclosure Officer or an Internal Recipient, but no later than prescribed by the Act.

The Disclosure Officer and / or Internal Recipient may appoint a person/s to assist in the investigation (being the Investigator). The identity of the Whistle-blower may be disclosed to the appointed Investigator provided the Disclosure Officer or Internal Recipient have sought written consent to do so from the Whistle-blower or is otherwise permitted by the Act.

To facilitate the investigation process (including investigations involving allegations of Reportable Conduct), the Investigator should, at a minimum, be provided with the following information:

(a) the date the Whistle-Blower made the report;

(b) the details of the Reportable Conduct (including the date, individuals involved and the nature of the incident and alleged misconduct); and

(c) the identity of the person(s) who is the subject of the alleged Reportable Conduct.

The Investigator will determine whether sufficient information exists for the purpose of carrying out an investigation. If an investigation is being carried out, the Investigator and the Internal Recipient or Disclosure Officer (as applicable) will determine:

(a) the nature and scope of investigation;

(b) the individuals that will be involved in the investigation (including the involvement of external third party advisors);

(c) the nature of any technical, financial or legal advice that may be required; and

(d) the timeframe for the investigation (taking into consideration all relevant matters associated with the Whistle-Blower’s Disclosure).

Zarraffa’s and the Investigator may need active cooperation from the Whistle-Blower to successfully undertake the investigation process. Zarraffa’s may, if deemed appropriate by the Internal Recipient / Disclosure Officer and the Investigator, keep the Whistle-blower updated with the status of the investigation.

It is the role of the Investigator to assess the complaint and report to the Disclosure Officer / Internal Recipient on the outcome of their investigation, including any recommended action. The Disclosure Officer / Internal Recipient will consider the recommendations and if appropriate, these will be implemented, subject to obtaining approval from necessary personnel at Zarraffa’s. Zarraffa’s will treat all Disclosures made under this policy in a confidential, sensitive and secure manner. Zarraffa’s will establish and maintain (or direct its Employees to establish and maintain) a record of:

(a) all reports of Reportable Conduct received;

(b) the investigation process undertaken; and

(c) any actions taken to resolve the matter.

7.5 Investigation Timeframes

Zarraffa’s will treat all Disclosures and matters raised with all due consideration to the gravity of the matter and the parties involved. This is to ensure that a thorough investigation can be conducted to enable the best results for all involved.

Further to the above, the timelines permitted for each investigation will vary based on the matter, acting reasonably. The Worker who has made a Disclosure under this policy can request an update on the status of the investigation in writing from the Disclosure Officer who will provide (where applicable) an update.

7.6 How to make a Report

The Whistle-blower is advised to read this policy in advance of making any submission to ensure the conduct being reported falls within the scope of this policy; then:

(a) determine the most appropriate Internal Recipient based on the circumstances of the Reportable Conduct. It is encouraged that a Whistle-blower provides the Disclosure to a Disclosure Officer, as they are best placed to deal with the Disclosure. Where unsure, the Whistle-blower is suggested to seek guidance from any of the Disclosure Officers; and

(b) provide all information, and if available, any supporting documentation or content of value relating to the Reportable Conduct that is in the Worker’s possession to the Internal Recipient.

A Public Interest Disclosure or Emergency Disclosure may be made to a Journalist or a parliamentarian in certain circumstances, including a Disclosure having previously been made to Zarraffa’s.

For clarity, the Worker is not required to seek further evidence than already or reasonably within their possession.

Ideally all evidence and content provided should be in writing (observing Whistle-blower anonymity) to ensure Reportable Conduct disclosed is as accurate as reasonably possible.

7.7 How to request Feedback or Updates

A Whistle-blower may request feedback or updates at any stage after an appropriate timeframe has lapsed. A confirmation of this timeframe can be provided to a Worker upon request when making a Disclosure. The Whistle-blower can make a request for feedback or update in writing or verbally to the same Disclosure Officer.

A Disclosure Officer will, where appropriate, provide feedback and updates to the Whistle-blower on status and outcomes within a reasonable time frame or otherwise advised in writing. However, any feedback provided may be subject to limitations due to privacy considerations offered to those whom the allegations are made (for example if the matter has been referred to AFP, then the details of the matter may not be appropriate to disclose above “the matter has been referred to the AFP – Case number XXXX”).

7.8 Fair treatment

Zarraffa’s is committed to ensuring all Workers to the subject of and / or mentioned in a Disclosure are treated as fairly as possible. The Investigator will treat each disclosure very carefully by considering all relevant information, facts and evidence without bias before making a conclusion or decision. The Investigator will also ensure that the Workers mentioned in a disclosure are given an opportunity to respond to any allegation and share their perspective.

It should be noted, however, that disciplinary action may be taken against an Employee found to have engaged in wrongdoing and where appropriate, may be referred to authorities.

7.9 How Zarraffa’s will protect a Whistle-blower

(a) Identity except where permitted by the Act: upon receiving a Disclosure in line with this policy, Zarraffa’s will not, nor will any involved party, disclose any particulars of the Disclosure or matters that would suggest or infer the identity of the Whistle-blower, unless permitted under the terms of this policy or as otherwise allowed by law.

(b) Protection from detriment: Zarraffa’s will not tolerate any Detrimental Conduct or Victimisation of a Worker as a result of making a Disclosure under this policy. In such circumstances, the Whistle-blower should inform the Disclosure Officer immediately.

Zarraffa’s will take all reasonable steps to:

(i) prevent a person (e.g. Officer, Employee or third party) from engaging in Detrimental Conduct, or threatening to engage in Detrimental Conduct; and

(ii) ensure that a person (e.g. Officer, Employee or third party) does not engage in or threaten to engage in Detrimental Conduct, towards a Whistle-blower because the person believes or suspects that the Whistle-blower had made, may make, proposes to make or could make a Disclosure.

Where a person who is a Whistle-blower is implicated in wrongdoing, the person will not be protected from the consequences flowing from their involvement in the wrongdoing itself.

(c) Support: If a Disclosure is made in accordance with this policy and the subsequent investigation confirms that there was no wrongdoing by Zarraffa’s or its Officer or Employee, the Whistle-blower will be protected from any form of Victimisation or action by Zarraffa’s.

If a Whistle-blower who has made a Disclosure suffers less favourable treatment than any other person because of the Disclosure, then the Employee treating the Whistle-blower inappropriately may be subject to disciplinary action.

Malicious, vexatious or dishonest claims and / or statements from either the Whistle-blower/s or the implicated parties (that are substantiated) will be treated as serious misconduct and be subject to disciplinary processes up to and including termination.

(d) Legislative Protection: A Whistle-blower’s rights are also be protected under the Act. The protections a Whistle-blower may receive when the above requirements are met may include, but are not limited to:

(i) the Whistle-blower’s identity will be kept confidential, unless the person provides their consent or any other exceptions apply;

(ii) the Whistle-blower will not be subject to any civil, criminal or administrative liability (including disciplinary action) for making the Disclosure;

(iii) no contractual or other remedy may be enforced, and no contractual or other remedy may be exercised, against the Whistle-blower on the basis of the Disclosure;

(iv) the information disclosed will not be admissible evidence against the Whistle-blower in criminal proceedings, or proceedings for the imposition of a penalty, other than proceedings in respect of the falsity of the information;

(v) the Whistle-blower will not be required to disclose their identity, or information that is likely to lead to their identification, to a court or tribunal, unless it is necessary to do so under the Act or if the court or tribunal thinks it is necessary in the interests of justice;

(vi) the Whistle-blower will not be required to produce to a court or tribunal a document containing their identity or information that is likely to lead to their identification, unless it is necessary to do so under the Act or if the court or tribunal thinks it is necessary in the interests of justice;

(vii) protections from Victimisation that causes a detriment to the Whistle-blower because of a belief or suspicion that the Whistle-blower or any other person, may have made, proposes to make or could make a Disclosure. This also applies to protection from threats to cause detriment because the person makes, or may make, a Disclosure; and

(viii) the Whistle-blower may seek compensation from a court for loss, damage or injury as a result of Detrimental Conduct.

7.10 Disciplinary action

This policy contains instructions and directions that Workers must comply with.

In the event that Zarraffa’s discovers a breach of this policy by an Employee, that Employee may be subject to disciplinary action up to and including the termination of their employment or engagement.

This policy is not intended to create contractually binding obligations upon Zarraffa’s, or to form part of any agreement or contract.

This policy (and any other Zarraffa’s policy or procedure) may be varied from time to time by Zarraffa’s in its discretion.